ATI INC false 0001018963 0001018963 2023-11-29 2023-11-29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2023

 

 

ATI Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-12001   25-1792394

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2021 McKinney Avenue, Dallas, Texas   75201
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (412) 394-2800

N/A

(Former name or former address, if changed since last report).

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   ATI   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 7.01.

Regulation FD Disclosure.

On November 29, 2023, ATI Inc. (“ATI”) issued the attached press release announcing certain long-term financial performance targets for 2025 and 2027.

Additionally, ATI announced that its Board of Directors authorized the repurchase of up to $150 million of its outstanding common stock. Repurchases under the program may be made in the open market or in privately negotiated transactions, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of SEC Rule 10b-18. The stock repurchase program does not obligate the Company to repurchase any specific number of shares and it may be modified, suspended, or terminated at any time by the board of directors without prior notice.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Exhibit

 

(d)    Exhibit 99.1    Press Release dated November 29, 2023
                104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ATI Inc.
By:  

/s/ Donald P. Newman

  Donald P. Newman
  Executive Vice President, Finance and Chief Financial Officer

Dated: November 29, 2023

Exhibit 99.1

 

LOGO       NEWS RELEASE

 

ATI Inc.    Investor Contact:    Media Contact:
Corporate Headquarters    David Weston    Natalie Gillespie
2021 McKinney Avenue, Suite 1100    412.394.2908    412.389.3124
Dallas, TX 75201 U.S.A.    David.Weston@ATImaterials.com    Natalie.Gillespie@ATImaterials.com
www.ATImaterials.com   

ATI targets 2027 revenue exceeding $5 billion on platform of organic growth

Company leaders to share insights into expanding A&D business, affirm long-term strategy

NEW YORK, NY—November 29, 2023—At its 2023 Investor Update, ATI Inc. (NYSE: ATI) forecast revenues exceeding $5 billion with adjusted EBITDA of $1 billion by 2027. “As we close out a successful 2023, ATI is well-positioned to significantly increase cash generation and deployment to shareholders over the next four years,” said Robert S. Wetherbee, Board Chair and CEO. The company projects more than $1 billion in top-line organic growth and a 60% increase in adjusted earnings from 2023 to 2027. “ATI’s aerospace and defense foundation, the majority of which is secured through long term agreements, sets the stage for continued growth and value creation,” said Wetherbee.

Updated 2025 Targets:

 

   

Estimated revenue between $4.5 and $4.6 billion dollars.

 

   

Estimated Adjusted EBITDA between $0.8 and $0.9 billion dollars.

 

   

Reaffirmed 2025 Free Cash Flow conversion greater than 90% from adjusted net income.

 

   

Reaffirmed managed working capital less than 30% of sales.

Provided New 2027 Targets:

 

   

Estimated revenue between $5.2 and $5.4 billion dollars.

 

   

Estimated Adjusted EBITDA between $1.0 and $1.2 billion dollars.

 

   

Extended Free Cash Flow conversion greater than 90% from adjusted net income to 2027.

 

   

Extended managed working capital less than 30% of sales to 2027.

Announced:

 

   

New share repurchase authorization of $150 million, beginning in 2024, demonstrating continued confidence in ATI’s future financial performance and continued commitment to a balanced capital allocation strategy that funds profitable growth, furthers balance sheet de-leveraging efforts and provides for shareholder return.

“We’re executing on a clear strategy of aerospace and defense leadership, closing in our goal of 65% of revenue from these high-growth markets,” said Wetherbee. “The advantages of an integrated ATI are powerful: superior materials science expertise and advanced process technologies, serving strategic customers with disciplined operational execution across our system,” said Wetherbee. “And the results are clear: we’re gaining share, expanding capacity and capabilities, and increasing shareholder value, well-positioned for growth.”

 

LOGO


For a replay of the event, go to https://ir.atimaterials.com/ATIInvestorUpdate2023.

ATI does not provide reconciliations of guidance for adjusted EBITDA, free cash flow and managed working capital to comparable GAAP measures, in reliance on the unreasonable efforts exception, because it is unable, without unreasonable efforts, to forecast certain items required to develop meaningful comparable GAAP financial measures.

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this news release relate to future events and expectations and, as such, constitute forward-looking statements. Forward-looking statements, which may contain such words as “anticipates,” “believes,” “estimates,” “expects,” “would,” “should,” “will,” “will likely result,” “forecast,” “outlook,” “projects,” and similar expressions, are based on management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which we are unable to predict or control. Our performance or achievements may differ materially from those expressed or implied in any forward-looking statements due to the following factors, among others: (a) material adverse changes in economic or industry conditions generally, including global supply and demand conditions and prices for our specialty materials; (b) material adverse changes in the markets we serve; (c) our inability to achieve the level of cost savings, productivity improvements, synergies, growth or other benefits anticipated by management from strategic investments and the integration of acquired businesses; (d) volatility in the price and availability of the raw materials that are critical to the manufacture of our products; (e) declines in the value of our defined benefit pension plan assets or unfavorable changes in laws or regulations that govern pension plan funding; (f) labor disputes or work stoppages; (g) equipment outages and (h) business and economic disruptions associated with extraordinary events beyond our control, such as war, terrorism, international conflicts, public health issues, such as epidemics or pandemics, natural disasters and climate-related events that may arise in the future and (i) other risk factors summarized in our Annual Report on Form 10-K for the year ended December 31, 2022, and in other reports filed with the Securities and Exchange Commission. We assume no duty to update our forward-looking statements. ATI: Proven to Perform.

ATI (NYSE: ATI) is a global producer of high-performance materials and solutions for the global aerospace and defense markets, and critical applications in electronics, medical and specialty energy. We’re solving the world’s most difficult challenges through materials science. We partner with our customers to deliver extraordinary materials that enable their greatest achievements: their products fly higher and faster, burn hotter, dive deeper, stand stronger and last longer. Our proprietary process technologies, unique customer partnerships and commitment to innovation deliver materials and solutions for today and the evermore challenging environments of tomorrow. We are proven to perform anywhere. Learn more at ATImaterials.com.

 

LOGO

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Document and Entity Information
Nov. 29, 2023
Cover [Abstract]  
Entity Registrant Name ATI INC
Amendment Flag false
Entity Central Index Key 0001018963
Document Type 8-K
Document Period End Date Nov. 29, 2023
Entity Incorporation State Country Code DE
Entity File Number 1-12001
Entity Tax Identification Number 25-1792394
Entity Address, Address Line One 2021 McKinney Avenue
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75201
City Area Code (412)
Local Phone Number 394-2800
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.10 per share
Trading Symbol ATI
Security Exchange Name NYSE
Entity Emerging Growth Company false

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