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ATS reports fourth quarter gains in operating profit, New automation systems bookings accelerate to $123 million


TSX: ATA

    CAMBRIDGE, ON, May 22 /CNW/ - ATS Automation Tooling Systems Inc. today
reported increases in operating profitability, revenue and new automation
order bookings for the three months ended March 31, 2003 as it continued to
maximize the value of its industry leadership in challenging economic
conditions.
    "ATS finished fiscal 2003 with improved operating profitability and a
decidedly more optimistic outlook than we've had in a number of months," said
Klaus Woerner, ATS President and Chief Executive Officer. "In particular, the
revenue increases for Automation Systems in the fourth quarter were strong and
growth in new automation order bookings was even stronger - 30% ahead of last
year. Combined with healthy backlog levels, ATS is in good shape to start the
new fiscal year. Precision Components Group also registered higher revenues,
and made solid headway on new projects. Most important, we ended the year
knowing that ATS has significantly advanced its industry leadership, made
substantial market share gains, and greatly expanded its new business
opportunities. All of this puts us in good shape for a market renewal."

    12 Month Summary
    ATS remained profitable for the 12 months ended March 31, 2003, despite
market weakness, and a non-cash charge of $6.0 million ($5.6 million after
tax, or 0.09 cents per share) in the fourth quarter reflecting impairment in
the value of certain assets. Including this charge, net earnings for the
fiscal year 2003 were $2.3 million (0.04 cents per share basic and diluted)
compared to $12.6 million (0.21 cents basic and diluted) in fiscal 2002.
Excluding this charge, fiscal 2003 net earnings would have been $7.9 million
(0.13 cents per share). Revenue for the 12 months was $584.3 million, 6% ahead
of $549.5 million in fiscal 2002.

    Fourth Quarter Fiscal 2003 Highlights
    - Consolidated revenue was $139.2 million, up 7% from $130.4 million in
      the fourth quarter a year ago.
    - Operating earnings were $1.3 million, 151% higher than $0.5 million in
      the same period a year ago based on improvements in operating margin
      for Automation Systems Group and higher revenue.
    - Fourth quarter net loss - including the aforementioned non-cash
      charge - was $4.6 million (a loss of 0.08 cents) compared to net
      earnings of $0.2 million (0.0 cents per share) in the same period a
      year ago. Excluding this charge, fourth quarter fiscal 2003 net
      earnings would have been 0.02 cents per share.
    - In the fourth quarter of fiscal 2003, cash flow from operating
      activities totaled $31.8 million and period end cash and short-term
      investments rose to $82.3 million.
    - At $123 million, new automation systems bookings were 30% or
      $29 million ahead of the fourth quarter last year. Sequentially,
      bookings were 31% higher than in the third quarter of fiscal 2003.
    - Quarter end automation systems backlog was $161 million, down from
      $168 million at quarter end a year ago.

    <<
                             Revenue by Industry
                                ($ millions)

                                   13 weeks ended          52 weeks ended
                               03/31/2003  03/31/2002  03/31/2003  03/31/2002
    -------------------------------------------------------------------------
    Automation Systems:
    Automotive                   $  45.0     $  40.5     $ 177.6     $ 158.5
    Computer-electronics            35.1        25.6       155.2       141.3
    Healthcare                      12.9        15.3        64.5        70.1
    Other                            8.4         5.4        28.4        23.8
    -------------------------------------------------------------------------
      Subtotal                     101.4        86.8       425.7       393.7

    Precision Components:
    Automotive                      28.3        27.7       111.4       102.3
    Computer-electronics             2.5         1.2         5.4         3.9
    Other                            2.5         2.3         8.2         7.6
    -------------------------------------------------------------------------
      Subtotal                      33.3        31.2       125.0       113.8

    Solar                            9.6        15.3        48.2        50.9

    Intersegment Elimination        (5.1)       (2.9)      (14.6)       (8.9)

    -------------------------------------------------------------------------
    Total Consolidated Revenue   $ 139.2     $ 130.4     $ 584.3     $ 549.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    ATS continued to benefit from its strategic market diversification
efforts, broad customer base and expanding global market reach. Segmented
revenue for the fourth quarter shows:
    - Automation Systems Group revenue was $101.4 million, 17% higher than in
      the fourth quarter a year ago, reflecting backlog entering the period.
      Computer-electronics revenue was 37% higher in the fourth quarter this
      year versus last, revenue from 'other' customers was 55% higher and
      automotive - the Group's largest customer segment in the quarter -
      registered a healthy 11% increase. Automotive continues to be a stable
      market for ATS.
    - Precision Components operations, excluding solar, achieved revenue of
      $33.3 million, 7% higher than a year ago. Increases primarily came from
      growth in thermal device sales and contributions made by newly acquired
      Micro Precision Plastics (MPP) which was purchased in early February,
      2003. These positive contributions more than offset revenue declines on
      other programs which have reached their end of life.
    - Photowatt International solar revenue, at $9.6 million in the quarter,
      was 37% lower than in the fourth quarter a year ago. Fourth quarter
      revenue was 49% lower than the record high revenue recorded in the
      third quarter of fiscal 2003 when a number of customers pulled forward
      solar module orders to qualify under subsidies offered by the German
      government. Under German law, these solar energy subsidies
      automatically decline at the end of each calendar year (the end of
      ATS's third quarter). Photowatt revenue was also lower because of
      declines in world prices for solar modules over the past year.

                       Consolidated Revenue by Region
                                ($ millions)

                                   13 weeks ended          52 weeks ended
                               03/31/2003  03/31/2002  03/31/2003  03/31/2002
    -------------------------------------------------------------------------
    U.S. & Mexico                $  79.5     $  70.4     $ 334.4     $ 333.4
    Europe                          32.4        25.5       123.8       110.1
    Canada                          13.5        16.5        70.0        52.7
    Asia-Pacific and other          13.8        18.0        56.1        53.3
    -------------------------------------------------------------------------
    Total                        $ 139.2     $ 130.4     $ 584.3     $ 549.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Fourth Quarter Operating Results
    Consolidated operating earnings were $1.3 million compared to
$0.5 million in the fourth quarter of fiscal 2002, reflecting the factors
discussed below.
    Automation Systems Group operating earnings were $3.5 million versus an
operating loss of $0.7 million in the fourth quarter a year ago. The          
year-over-year improvement was due to higher revenues and the fact that the
Group incurred $3.2 million of charges in last year's fourth quarter to       
write-down certain inventories.
    Starting in the fourth quarter, ATS treated its solar operations as a
separate reportable segment. Previously, these results were part of ATS
Precision Components. The solar segment consists of Photowatt International
and the development activity for Spheral Solar Power (SSP), the Company's next
generation solar technology.
    Photowatt remained profitable on an operating basis in the fourth quarter
despite the steep decline in revenue. Operating earnings were $0.2 million
compared to $0.7 million in the fourth quarter a year ago. The affect on
earnings from lower revenue was largely mitigated by the net impact of a      
year-end inventory gain and an offsetting bad debt expense.
    ATS Precision Components Group generated operating earnings of
$0.4 million reflecting costs to prepare for new automotive programs coming on
line in fiscal 2004 and the ramp up of the Group's thermal products business.
The impact of these costs was partially offset by positive contributions by
newly-acquired MPP. Operating earnings were $2.8 million in the fourth quarter
last year.

    Balance Sheet
    ATS finished the year with a very strong balance sheet. Cash and         
short-term investments were $82.3 million at March 31, 2003 and period end
debt to equity ratio was 0.09 to 1 compared to 0.1 to 1 at March 31, 2002.
Cash flow from operating activities for all of fiscal 2003 was $32.6 million.

    Outlook
    At March 31, 2003, automation systems order backlog for external
customers was $161 million, compared to $152 million at the end of the third
quarter. Largely as a result of changes in the U.S.-Canadian dollar exchange
rate, backlog was lower than the $168 million registered at March 31, 2002.
The ending backlog of $161 million does not include approximately $20 million
in automation systems backlog related to SSP.

                   Automation Systems Backlog by Industry
                                ($ millions)

                                                       03/31/2003  03/31/2002
    -------------------------------------------------------------------------
    Computer/Electronics                                 $  43.0     $  35.2
    Automotive                                              73.4        79.3
    Healthcare                                              26.8        38.2
    Other                                                   17.3        15.6
    -------------------------------------------------------------------------
    Total                                                $ 160.5     $ 168.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    New automation systems order bookings in the fourth quarter were very
strong at $123 million, 30% higher than bookings in the fourth quarter a year
ago and 31% ahead of third quarter fiscal 2003 bookings.
    During the first seven weeks of the first quarter of fiscal 2004, ATS
recorded $48 million in new automation order bookings.
    "We aren't making a definitive call on an upturn at this point and in
fact, activity in one segment - computer-electronics - remains weak compared
to historical norms," said Mr. Woerner. "However, since the end of our fiscal
year, we've been given more reasons for optimism. Purchase orders continue to
flow and perhaps more importantly, customers are requesting quotations at a
very robust pace. In fact, we're having more serious discussions with
customers about future orders than at any time in the past 12 months."
    "We have the makings of much healthier capacity utilization levels," said
Mr. Woerner. "We currently estimate that the majority of our automation
facilities now have about five months of order backlog on hand - which is much
improved. As for Precision Components, they have a number of new programs
underway. These new assignments include the five year, multi-million dollar
automotive seat assembly project we've been tooling up for over the past 18
months. This month, we began making early shipments under this contract, which
is expected to add $12 million to $15 million in new revenue this fiscal year.
In addition, our thermal products business is growing and we anticipate, based
on current weekly volume and shipment release schedules, that thermal revenues
may almost double in the first quarter of this new fiscal year versus the
fourth quarter last year."
    Mr. Woerner said in addition, the Company's Photowatt operations also
recently announced a $31.1 million order for the supply of photovoltaic solar
modules to a new customer, which is expected to be completed over the next 12
months.
    "Photowatt has firmed up a major portion of its revenue targets for
fiscal 2004 and should benefit from improved market conditions, particularly
in Germany, since year end," said Mr. Woerner. "Most promising of all are the
recent advancements in our next generation solar initiative, Spheral Solar
Power. SSP is on schedule to begin commercial shipments in early calendar 2004
and has now successfully produced, on our pilot line, the world's largest
format solar cell measuring 6 by 24 inches. With product samples now in hand,
potential customers and distribution partners are getting more serious about
the potential of this breakthrough solar technology. Construction of our first
20 megawatt SSP factory in Cambridge is also progressing on plan, as is
development of the automated workstations for SSP being designed and built at
ATS. We expect to begin moving this equipment into the facility late this
summer."
    In light of recent changes in the U.S.-Canadian dollar exchange rate, ATS
has estimated the potential impact on net earnings, after the benefits of
forward exchange contracts the Company has in place, and using assumptions
with respect to: revenue volumes, margins, transaction and translation
exposures, and net currency exposures. Using these assumptions, management
estimates that the impact on fiscal 2004 net earnings for every 1 cent change
in the U.S.-Canadian dollar exchange rate is approximately $600 for every
$1 million of revenue.

    Fiscal 2004 Agenda
    Beyond building its solar energy opportunities, the Company's main
business development thrust in fiscal 2004 is to enhance, expand and market
its standard automation products, modules and software platforms to help
reduce costs, accelerate delivery and maximize value from ATS's turn-key
automation systems. "Our standard automation product technologies and tools
clearly differentiate ATS automation systems in the marketplace and are
becoming an increasingly important fixture in a rapidly growing number of
assignments," said Mr. Woerner. "Many of the competitive bids we've won in the
past year were won specifically on the strength of these offerings. For that
reason, we intend to continue to develop more new tools, including a number of
lean manufacturing solutions, and showcase these aggressively in all the new
and existing markets we're targeting through our ongoing strategic marketing
efforts. These proprietary technologies add value for customers and ATS, and
are cost-effective to develop because they utilize our internal design,
engineering, and software development capabilities."
    Based on an aggressive product development program in fiscal 2003, ATS
has entered fiscal 2004 with a variety of innovative new standard
technologies, including a flexible motion control platform, a low cost machine
vision product, a micro-machining laser system and new software modules to
monitor and track manufacturing productivity and quality in real-time.
    "With industry-leading capabilities like these to sell, we have an
aggressive plan to target the most promising areas of our markets, add new
customers and translate all of this into profitable and accelerated revenue
growth," said Mr. Woerner. "Our plan is realistic, can be fully implemented
based on our significant balance sheet strength and existing capabilities, and
will lead to even more market share gains."

    Quarterly Conference Call
    ATS will hold its quarterly conference call at 11 a.m. eastern time
today. To listen to a live audio webcast of the call please visit
www.atsautomation.com.

    About ATS
    ATS Automation Tooling Systems Inc. (www.atsautomation.com) is the
industry's leading designer and producer of turn-key automated manufacturing
and test systems, which are used primarily by multinational corporations
operating in a variety of industries including: automotive,
computer/electronics, healthcare, and consumer products. The Company also
makes precision components and sub-assemblies using its own custom-built
manufacturing systems, process knowledge and automation technology. This
includes a line of advanced thermal management devices used by computer
manufacturers to cool high-speed processors. Through Photowatt International
S.A., and Spheral Solar Power Inc., ATS is an emerging leader in the rapidly
growing market for solar energy modules. ATS employs approximately 3,400
people at 29 facilities in Canada, the United States, Europe and Asia-Pacific.
The Company's shares are traded on The Toronto Stock Exchange under the symbol
ATA.

    Certain forward looking statements are made in this news release,
including statements regarding possible future business. Investors are
cautioned that such forward-looking statements involve risks and
uncertainties, including, without limitation, continued acceptance of ATS's
products, technologies, customer requirements and other risks detailed from
time to time in ATS's periodic reports filed with Canadian regulatory
authorities.



                     ATS AUTOMATION TOOLING SYSTEMS INC.

                     Consolidated Statements of Earnings
            (in thousands, except per share amounts - unaudited)

                               Fifty-two weeks ended    Thirteen weeks ended
    -------------------------------------------------------------------------
                                March 31    March 31    March 31    March 31
                                  2003        2002        2003        2002
    -------------------------------------------------------------------------
    Revenue                    $ 584,321   $ 549,547   $ 139,233   $ 130,426

    Operating costs and
     expenses:
      Cost of revenue            475,283     436,821     111,790     106,256
      Depreciation and
       amortization               31,067      27,457       8,540       7,623
      Selling and administrative  66,527      65,662      17,556      16,010
    -------------------------------------------------------------------------
                                 572,877     529,940     137,886     129,889
    -------------------------------------------------------------------------

    Earnings from operations      11,444      19,607       1,347         537

    Other expenses (income):
    Interest on long-term debt     1,170       2,172         246         336
    Interest income               (2,025)     (2,019)       (391)       (330)
    Write-down for impairment in
     value of assets (note 5)      5,960           -       5,960           -
    -------------------------------------------------------------------------
                                   5,105         153       5,815           6
    -------------------------------------------------------------------------

    Earnings (loss) before
     income taxes and
     non-controlling interest      6,339      19,454      (4,468)        531

    Provision for income taxes     3,602       6,499          99         170

    Non-controlling interest
     in earnings of subsidiaries     394         362          57         169
    -------------------------------------------------------------------------
    Net earnings (loss)        $   2,343   $  12,593   $  (4,624)  $     192
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Net earnings (loss)
     per share:
      Basic                    $    0.04   $    0.21   $   (0.08)  $    0.00
      Diluted                  $    0.04   $    0.21   $   (0.08)  $    0.00

    Weighted average
     number of shares:
      Basic                       60,492      60,261      60,569      60,311
      Diluted                     60,938      61,023      60,808      60,995
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    See accompanying notes to interim consolidated financial statements



                Consolidated Statements of Retained Earnings
                    (in thousands of dollars - unaudited)

                               Fifty-two weeks ended    Thirteen weeks ended
    -------------------------------------------------------------------------
                                March 31    March 31    March 31    March 31
                                  2003        2002        2003        2002
    -------------------------------------------------------------------------
    Retained earnings,
     beginning of period
     as restated (note 2)      $ 198,732   $ 186,139   $ 205,699   $ 198,540

    Net earnings (loss)            2,343      12,593      (4,624)        192
    -------------------------------------------------------------------------
    Retained earnings, end
     of period                 $ 201,075   $ 198,732   $ 201,075   $ 198,732
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    See accompanying notes to interim consolidated financial statements



                     ATS AUTOMATION TOOLING SYSTEMS INC.

                         Consolidated Balance Sheets
                    (in thousands of dollars - unaudited)

    -------------------------------------------------------------------------
                                                        March 31   March  31
                                                          2003        2002
    -------------------------------------------------------------------------
                                                                (as restated,
                                                                  see note 2)
    ASSETS

    Current assets:
      Cash and short-term investments                  $  82,333   $ 113,281
      Accounts receivable                                117,756     113,704
      Income taxes recoverable                             1,868      11,140
      Costs and earnings in excess of
       billings on contracts in progress                  96,546     104,320
      Inventories                                         83,099      60,712
      Other                                                3,734       3,114
    -------------------------------------------------------------------------
                                                         385,336     406,271

    Fixed assets                                         226,555     212,009
    Goodwill                                              63,721      57,974
    Intangible assets                                      8,949       9,491
    Other assets                                          29,307      27,447
    -------------------------------------------------------------------------
                                                       $ 713,868   $ 713,192
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current Liabilities:
      Bank indebtedness                                $       -   $   3,108
      Accounts payable and accrued liabilities            73,373      65,434
      Billings in excess of costs and earnings
       on contracts in progress                           14,585      12,481
      Future income taxes                                 22,128      27,455
    -------------------------------------------------------------------------
                                                         110,086     108,478

    Long-term debt                                        49,754      53,860
    Future income taxes                                    5,817       2,196
    Non-controlling interest                               1,053       2,957

    Shareholders' equity:
      Share capital                                      331,499     329,660
      Retained earnings                                  201,075     198,732
      Cumulative translation adjustment                   14,584      17,309
    -------------------------------------------------------------------------
                                                         547,158     545,701

    -------------------------------------------------------------------------
                                                       $ 713,868   $ 713,192
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    See accompanying notes to interim consolidated financial statements



                     ATS AUTOMATION TOOLING SYSTEMS INC.

                    Consolidated Statements of Cash Flows
                    (in thousands of dollars - unaudited)

                               Fifty-two weeks ended    Thirteen weeks ended
    -------------------------------------------------------------------------
                                March 31    March 31    March 31    March 31
                                  2003        2002        2003        2002
    -------------------------------------------------------------------------
    Cash flows from operating
     activities:

      Net earnings (loss)      $   2,343   $  12,593   $  (4,624)  $     192

      Items not involving cash:
        Depreciation and
         amortization             31,067      27,457       8,540       7,623
        Write-down for
         impairment in value of
         assets                    5,960           -       5,960           -
        Other                       (128)      4,018      (5,637)       (781)
    -------------------------------------------------------------------------
      Cash flow from operations   39,242      44,068       4,239       7,034

      Change in non-cash
       operating working capital  (6,657)     49,885      27,597      36,287
    -------------------------------------------------------------------------
                                  32,585      93,953      31,836      43,321

    Cash flows from investing
     activities:

      Acquisition of interest
       in subsidiaries (note 3)  (14,704)     (5,317)     (8,581)          -
      Acquisition of fixed
       assets                    (37,627)    (29,695)    (15,530)     (8,731)
      Investments and other       (9,329)    (15,965)     (2,183)     (6,455)
    -------------------------------------------------------------------------
                                 (61,660)    (50,977)    (26,294)    (15,186)

    Cash flows from financing
     activities:

      Bank indebtedness           (3,108)     (3,500)          -       2,072
      Issuance of common shares      839         786          16          97
      Other                          396          70          18          44
    -------------------------------------------------------------------------
                                  (1,873)     (2,644)         34       2,213
    -------------------------------------------------------------------------

    Increase (decrease) in cash
     and short-term investments  (30,948)     40,332       5,576      30,348

    Cash and short-term
     investments, beginning
     of period                   113,281      72,949      76,757      82,933
    -------------------------------------------------------------------------

    Cash and short-term
     investments, end of
     period                    $  82,333   $ 113,281   $  82,333   $ 113,281
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplementary information:
      Cash income taxes paid   $   8,445   $   7,913   $     949   $   2,268
      Cash interest paid       $   1,250   $   2,472   $     318   $     341

    See accompanying notes to interim consolidated financial statements



                     ATS AUTOMATION TOOLING SYSTEMS INC.

             Notes to Interim Consolidated Financial Statements
    (tabular amounts in thousands, except per share amounts - unaudited)

    -------------------------------------------------------------------------


    1.  Significant accounting policies:

        (a) The accompanying unaudited interim consolidated financial
        statements are prepared in accordance with accounting principles
        generally accepted in Canada and the accounting policies are
        consistent with those described in the annual consolidated
        financial statements for the year ended March 31, 2002, except as
        described in note 2. The unaudited interim consolidated financial
        statements presented in this interim report do not conform in all
        respects to the requirements of generally accepted accounting
        principles for annual financial statements and should be read in
        conjunction with the audited consolidated financial statements in
        the Company's fiscal 2002 Annual Report and the audited
        consolidated financial statements which will be in the Company's
        fiscal 2003 Annual Report.

        (b) Contract revenue in the Automation Systems segment is recognized
        using the percentage of completion method. The degree of
        completion is determined based on costs incurred, excluding costs
        that are not representative of progress to completion, as a
        percentage of total costs anticipated for each contract.
        Incentive awards, claims or penalty provisions are recognized
        when such amounts can reasonably be determined. Complete
        provision is made for losses on contracts in progress when such
        losses first become known. Revisions in cost and profit
        estimates, which can be significant, are reflected in the
        accounting period in which the relevant facts become known.


    2.  Accounting policy changes:

        (a) Effective April 1, 2002, the Company retroactively adopted the
        new Recommendations of the Canadian Institute of Chartered
        Accountants ("CICA") related to foreign currency translation.
        The new Recommendations require gains and losses on the
        translation of long-term monetary assets and liabilities to be
        included in income. Previously, such gains and losses were
        deferred and amortized over the life of the respective asset or
        liability. Retroactive adoption of this policy had no material
        impact on net earnings for the thirteen weeks or the fifty-two
        weeks ended March 31, 2002 and as such have remained as
        previously reported. The retroactive changes to the consolidated
        balance sheet as at March 31, 2002 are as follows:

              Decrease in other assets                     $    4,177
              Decrease in retained earnings                $    4,177

        (b) Effective April 1, 2002, the Company prospectively adopted the
        new Recommendations of the CICA for Stock-based Compensation and
        Other Stock-based Payments. The new Recommendations establish
        standards for the recognition, measurement and disclosure of
        stock-based compensation and other stock-based payments. The
        Company has elected to continue accounting for stock options as
        capital transactions, and to disclose pro forma net earnings and
        earnings per share information using the fair value based method
        which is disclosed in note 4. As a result, the adoption of the
        Recommendations had no effect on the Company's reported earnings
        for the thirteen weeks or the fifty-two weeks ended March 31, 2003.


    3.  Acquisitions:

        During the year ended March 31, 2003, the following companies were
        acquired: the remaining 49% of outstanding equity of ATS Test Systems
        Inc., an advanced test systems business; 100% of the common shares of
        Magnet GmbH, a German company that specializes in electrical
        controls; and 100% of the assets of Micro Precision Plastics Inc., a
        micro-precision plastic injection moulding company located in
        Ontario. ATS Test Systems Inc. and Magnet GmbH are included in the
        Automation Systems segment and Micro Precision Plastics Inc. is
        included in the Precision Components segment.

        These acquisitions have been accounted for using the purchase method
        with the results of the operations being included from the date of
        acquisition. The net assets acquired at their assigned values and the
        consideration given for the acquisition is as follows:

          Assets acquired                                  $   11,312
          Liabilities assumed                                  (4,303)
          Goodwill                                              8,695
          ------------------------------------------------------------
                                                           $   15,704
          ------------------------------------------------------------
          ------------------------------------------------------------
          Consideration:
          Cash                                             $   14,704
          Common shares                                         1,000
          ------------------------------------------------------------
                                                           $   15,704
          ------------------------------------------------------------
          ------------------------------------------------------------


    4.  Stock-based compensation:

        The following pro forma disclosures present the compensation cost for
        the Company's stock option plan had compensation cost been determined
        and recorded in the statement of earnings based on the fair value at
        the grant date of the options awarded on or after April 1, 2002:

          ------------------------------------------------------------
                                           Fifty-two         Thirteen
                                         weeks ended      weeks ended
                                      March 31, 2003   March 31, 2003
          ------------------------------------------------------------
          Net earnings:
            as reported                    $   2,343        $  (4,624)
            pro forma                      $   1,498        $  (4,833)
          ------------------------------------------------------------

          Earnings (loss) per share:
            Basic   - as reported          $    0.04        $   (0.08)
                    - pro forma            $    0.02        $   (0.08)
            Diluted - as reported          $    0.04        $   (0.08)
                    - pro forma            $    0.02        $   (0.08)
          ------------------------------------------------------------
          ------------------------------------------------------------

        In the pro forma results above, the fair values of the Company's
        stock option grants were estimated using the Black Scholes option
        pricing model with the following assumptions: risk free interest rate
        of 5.4%; dividend yield of 0%; expected lives of 6.0 years; and
        volatility of 42%. The estimated compensation cost of the options
        granted is amortized over the five year vesting period of the
        options. During the thirteen weeks ended March 31, 2003 no stock
        options were granted and 1,350 of the options which were granted in
        fiscal 2003 were cancelled. During the fifty-two weeks ended
        March 31, 2003, 471,495 stock options were granted at an average
        exercise price of $18.61, and 7,500 of the options granted in fiscal
        2003 were cancelled.


    5.  Write-down for impairment:

        The Company regularly reviews its portfolio investments to determine
        if there has been a permanent impairment in value. As a result of
        this review, certain of the Company's portfolio investments were
        written-down in the thirteen weeks ended March 31, 2003 by $4,760,000
        and no income tax benefit was recorded on this write-down.

        The Company also regularly reviews the net recoverable value of its
        fixed assets. As a result of this review, certain of the Company's
        fixed assets were written-down in the thirteen weeks ended March 31,
        2003 to their estimated net recoverable value. The amount of the
        write-down was $1,200,000 before income taxes and $804,000 after
        income taxes.


    6.  Segmented disclosure:

        The Company evaluates performance based on three reportable segments:
        Automation Systems, Precision Components and Solar. The Automation
        Systems segment produces custom-engineered turn-key automated
        manufacturing and test systems. The Precision Components group is a
        high volume manufacturer of plastic and metal components and
        sub-assemblies. The Solar segment is a high volume manufacturer of
        photovoltaic products and includes the Company's investment in
        Spheral Solar(TM) Technology.

        The Company accounts for inter-segment revenue at current market
        rates, negotiated between the segments.


                               Fifty-two weeks ended    Thirteen weeks ended
        ---------------------------------------------------------------------
                                March 31    March 31    March 31    March 31
                                  2003        2002        2003        2002
        ---------------------------------------------------------------------
        Revenue
          Automation Systems   $ 425,727   $ 393,739   $ 101,394   $  86,785
          Precision Components   125,031     113,833      33,304      31,164
          Solar                   48,183      50,925       9,612      15,346
          Elimination of
           inter-segment
           revenue               (14,620)     (8,950)     (5,077)     (2,869)
        ---------------------------------------------------------------------
        Consolidated           $ 584,321   $ 549,547   $ 139,233   $ 130,426
        ---------------------------------------------------------------------

        Earnings from operations
          Automation Systems   $  17,276   $  24,468   $   3,506   $    (689)
          Precision Components     2,966       2,119         389       2,771
          Solar                     (129)      1,140         150         718
          Inter-segment
           elimination and
           other corporate
           expenses               (8,669)     (8,120)     (2,698)     (2,263)
        ---------------------------------------------------------------------
        Consolidated           $  11,444   $  19,607   $   1,347    $    537
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        ---------------------------------------------------------------------
                                                        March 31    March 31
                                                          2003        2002
        ---------------------------------------------------------------------
        Total Assets
          Automation Systems                           $ 425,651   $ 456,233
          Precision Components                           132,175     127,237
          Solar                                           99,038      70,451
          Corporate Assets                                57,004      59,271
        ---------------------------------------------------------------------
                                                       $ 713,868   $ 713,192
        ---------------------------------------------------------------------


    7.  Cyclical nature of the business:

        Interim financial results are not necessarily indicative of annual or
        longer term results, because many of the individual markets served by
        the Company tend to be cyclical in nature. General economic trends,
        product life cycles and product changes may impact Automation Systems
        bookings, Precision Components volumes, and the Company's earnings in
        any of its markets.


    %SEDAR: 00002017E




-30-

For further information: Ron Jutras, Exec. Vice President and C.F.O., (519) 653-6500

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