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ATS Earnings Grow Substantially in Third Quarter on Strength in Automation Systems and Solar


TSX: ATA

       CAMBRIDGE, ON, Feb. 9 /CNW/ - ATS Automation Tooling Systems Inc. today
	   reported net earnings from continuing operations of $6.1 million (10 cents per
	   share basic and diluted) for the three months ended December 31, 2004 - up
	   580% or $7.4 million from a net loss of $1.3 million (loss of 2 cents per
	   share basic and diluted) a year ago - driven by strong gains made by the
	   Company's Automation Systems Group and record performance by its Solar
	   business.

	       Third Quarter Financial Highlights

	       -  Consolidated revenue increased 24% to $206.9 million from
	          $167.4 million in the third quarter a year ago.
	       -  Automation Systems Group operating earnings were up 178% to
	          $9.8 million from $3.5 million in the third quarter of fiscal 2004 on
	          stronger operating margins and a 22% increase in revenue, which stood
	          at $144.7 million.
	       -  Solar Group operating earnings were a record $3.4 million, compared to
	          $2.1 million a year ago on 36% growth in revenue to $37.4 million.
	       -  Precision Components Group operating loss was $1.9 million compared to
	          a loss of $1.0 million in the same period a year ago due to a 16%
	          reduction in revenue, which stood at $29.1 million. PCG cut its loss
	          by 17% compared to the second quarter through rationalization, cost
	          and efficiency gains.
	       -  New automation systems Order Bookings were $124 million, 32% higher
	          than a year ago.
	       -  Automation systems Order Backlog increased 28% to $232 million versus
	          $181 million at December 31, 2003.
	       -  Net earnings were $5.6 million (9 cents per share basic and diluted)
	          compared to a loss of $1.7 million (loss of 3 cents per share basic
	          and diluted) a year ago.
	       -  The Company estimates changes in foreign currency exchange rates
	          reduced third quarter net earnings by $2.7 million (4 cents per share)
	          and revenue by $9.7 million compared to the third quarter of fiscal
	          2004.
	       -  Cash flow from operating activities during the third quarter was
	          $24 million, and the Company's cash position, net of bank
	          indebtedness, increased $25 million from the second quarter of fiscal
	          2005 to $41 million.

	       "Our focused business strategy is having a clear and very positive impact
	   on the financial performance of Automation Systems Group (ASG) with operating
	   earnings up more than two fold from a year ago," said Ron Jutras, ATS
	   President and Chief Executive Officer. "We saw meaningful improvements in
	   performance in our North American and Asian ASG operations in the third
	   quarter. Notably, our US west coast operations returned to profitability in
	   the quarter, showing the growing benefits from the steps we've taken to
	   turnaround performance. Of equal importance, we still have significant
	   opportunities for further earnings enhancements because of the strength of our
	   order backlog, robust quotation activity, and substantial prospects in
	   healthcare. Most fundamentally, because we have retained our strong and
	   skilled workforce, we can capitalize on these opportunities today."
	       Mr. Jutras added that "we experienced the best balance ever between our
	   three largest target markets and healthcare has clearly become a revenue
	   leader for us."
	       As a result of substantial revenue growth, the Company's Solar Group is
	   now ATS's second largest operating group. Solar accounted for 18% of
	   consolidated revenue in both the third quarter and for the first three
	   quarters of fiscal 2005.
	       "Solar Group's operating revenue, margins and operating earnings
	   surpassed the previous all-time record high set in the first quarter," said
	   Mr. Jutras, "putting it on track for a record year. Solar generated its
	   highest ever operating margins as it capitalized on substantial market demand
	   and exploited its competitive automated manufacturing advantages."
	       Mr. Jutras said Precision Components Group's (PCG) loss widened in the
	   quarter compared to the prior year "due to very weak automotive markets, which
	   necessitated an extended Christmas plant shutdown, and the ongoing impact of
	   unfavourable foreign exchange and high raw material costs. However, through
	   rationalization and internal efficiency gains, PCG reduced its loss 17% from
	   the second quarter of this year in spite of a 4% sequential decline in
	   revenue. While we have started to see incremental benefits from our cost
	   reduction initiatives, which are collectively improving the Group's ongoing
	   economics, more is needed to bring about a turnaround. Consequently, we have
	   streamlined operations through the third quarter sale of our thermal products
	   business and the just announced closing of our McAllen manufacturing plant in
	   Texas. The divestiture of the thermal products business has already provided
	   bottom line benefits, while the elimination of McAllen will have a positive
	   impact when we complete the transfer of customer programs from McAllen to our
	   facilities in Cambridge. In the medium term, this initiative is expected to
	   add significantly to our bottom line through reduced overhead costs and better
	   utilization of the remaining factories, production equipment and
	   infrastructure within PCG."

	       Looking Forward

	       "Momentum is still growing for ASG, with healthy backlog, strong
	   quotation activity and good prospects for new and repeat customer assignments
	   providing the basis for ongoing plant utilization and margin gains," said Mr.
	   Jutras. "Our goal is to continue to drive near-term earnings while also making
	   the technology and resource investments we need to sustain corporate progress
	   globally. Our technology development activities are continuing with particular
	   emphasis on the healthcare sector which we believe offers us excellent
	   long-term growth potential. These development initiatives include the
	   enhancement of our existing standard product technologies for healthcare
	   applications and the development of industry-specific standard platforms to
	   address exciting application areas. These platforms will broaden our
	   healthcare portfolio and based on initial customer response, should provide
	   the catalyst for more growth in sectors such as pharmaceuticals. We also took
	   an important step to diversify the revenues of our European operations into
	   the healthcare market during the quarter by winning our first significant
	   healthcare order to be produced in one of our European plants. This system
	   will be installed at a customer's European facility and will provide hands-on
	   experience and credibility to support future healthcare sales by our European
	   operations."
	       For PCG, Mr. Jutras said "Precision Components is unlikely to achieve
	   breakeven in the fourth quarter, but we do anticipate progress in reducing its
	   operating loss as a result of initiatives to streamline operations, improve
	   asset utilization, source less expensive raw materials from China, and where
	   appropriate, seek price adjustments from customers. While the process of
	   qualifying Chinese suppliers is taking longer than we expected, it is clearly
	   an important part of our performance improvement initiatives and we will
	   sustain this effort. Looking forward, the auto parts industry and foreign
	   exchange remain volatile, which provide reasons for caution with regard to
	   PCG's short-term prospects. We have factored this market reality into our
	   improvement plans."
	       In Solar, "the fourth quarter is traditionally weaker than the third
	   because of winter seasonality. The entire solar industry is also coping with
	   growing shortages of silicon feedstock as a result of strong industry-wide
	   demand for solar products. This will be a challenge in fiscal 2006 and may
	   restrict our near-term growth at Photowatt, but the good news is that
	   Photowatt has already secured most of its silicon supply needs for the next
	   six months and we believe it will finish the year on a strong and very
	   profitable footing. Demand for solar products remains strong and Photowatt has
	   good order prospects for fiscal 2006."
	       Solar's new initiative, Spheral Solar Power (SSP) is also progressing
	   steadily toward its commercialization goals. All of the factory's workstations
	   have now been activated and SSP plans to begin shipments to customers this
	   month of its first products produced entirely in the new factory, with
	   shipments expected to grow through fiscal 2006.
	       "In the fourth quarter, we plan to ship SSP modules to more than a dozen
	   customers. The delivery of commercial grade SSP product from our high-volume
	   factory should build further credibility and additional momentum in the
	   marketplace for SSP. To ensure our customers get outstanding durability and
	   reliability, we're finishing up very rigorous lifecycle testing on our first
	   product, our flex module, and results to date have been excellent,
	   significantly exceeding market requirements. We've also developed a promising
	   prototype of our integrated solar roofing technology in concert with our
	   partners at Elk Corporation. The outlook for SSP is very exciting, not only
	   because demand for solar is strong and growing but because we believe that SSP
	   opens entirely new solar market applications. A major competitive advantage is
	   that SSP uses less silicon per watt than conventional solar. We also can
	   utilize a broader range of silicon feedstock material including less pure and
	   less expensive silicon than conventional solar. In future, this may be an
	   important competitive advantage. We believe the future of this business is
	   outstanding and our timing is excellent."

	       Quarterly Conference Call

	       ATS will hold its quarterly conference call at 10 am eastern time today.
	   To listen to a live audio webcast of the call please visit
	   www.atsautomation.com.

	       Note to Readers

	       The third quarter MD&A and consolidated financial statements accompanying
	   this news release contain detailed information of quarterly performance,
	   financial condition and the Company's outlook. Readers should review the
	   Company's annual MD&A contained in the Fiscal 2004 Annual Report and the
	   Company's first and second quarter MD&A.

	       Corporate Description

	       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 subassemblies using its own custom-built
	   manufacturing systems, process knowledge and automation technology. ATS is
	   also an emerging leader in the rapidly growing market for solar energy cells
	   and modules. ATS employs approximately 4,000 people at 26 manufacturing
	   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 and
	   accompanying quarterly MD&A, 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.

	       Management's Discussion and Analysis
	       This MD&A for the three and nine months ended December 31, 2004 (third
	   quarter of fiscal 2005) should be read in conjunction with the unaudited
	   interim consolidated financial statements and the Company's fiscal 2004 Annual
	   Report. The Company assumes that the reader of this MD&A has access to, and
	   has read the MD&A in the Company's 2004 Annual Report and the first and second
	   quarter MD&A and, accordingly, the purpose of this document is to provide a
	   third quarter update to the information contained in the MD&A section of the
	   2004 Annual Report. This MD&A provides detailed information on the Company's
	   operating activities of the three months ended December 31, 2004. For a
	   discussion of the three months ended June 30, 2004 and September 30, 2004
	   refer to ATS's first and second quarter MD&A. These documents and other
	   information relating to the Company, including the Annual Information Form,
	   may be found on SEDAR at www.sedar.com.

	       Notice to Readers

	       The Company has three reportable segments: Automation Systems Group
	   (ASG), Solar Group (Solar) and Precision Components Group (PCG). The terms
	   operating income, operating earnings, earnings from operations, operating
	   loss, operating results, operating margin, Order Backlog and Order Bookings
	   used in this MD&A have no standardized meanings prescribed within GAAP and
	   therefore may not be comparable to similar measures presented by other
	   companies.
	       Certain forward-looking statements are made in this MD&A, including
	   statements regarding possible future results and business. Investors are
	   cautioned that such forward-looking statements involve risks and
	   uncertainties. The Company's results could differ materially from those
	   currently anticipated due to a number of factors including, but not limited
	   to, the risks and uncertainties contained in the Company's fiscal 2004 Annual
	   Report and other risks detailed from time to time in ATS's periodic reports
	   filed with Canadian regulatory authorities. Readers should consult the
	   Company's fiscal 2004 Annual Report and other regulatory documents as they
	   become available.

	       Consolidated Results of Operations

	       Consolidated revenue for the three months ended December 31, 2004 was
	   $206.9 million, $39.5 million or 24% higher than a year earlier. This
	   reflected 22% and 36% increases in ASG and Solar segment revenues
	   respectively, which more than offset a 16% decline in PCG revenue. Changes in
	   effective foreign exchange rates reduced consolidated revenue for the three
	   and nine month periods ended December 31, 2004 compared to the same periods of
	   fiscal 2004, by an estimated $9.7 million and $27.7 million, respectively.



	                                Revenue by Industry
	                                   ($ millions)

	                                   Three months ended       Nine months ended
	                                 12/31/2004  12/31/2003  12/31/2004  12/31/2003
	       -------------------------------------------------------------------------
	       Automation Systems Group:
	       Automotive                  $   41.7    $   51.5    $  120.3    $  148.0
	       Computer-electronics            44.4        38.7       122.0       111.5
	       Healthcare                      44.4        19.8       117.5        47.6
	       Other                           14.2         8.5        41.5        25.0
	       -------------------------------------------------------------------------
	         Subtotal                     144.7       118.5       401.3       332.1

	       Solar Group                     37.4        27.5       102.8        62.4

	       Precision Components Group:
	       Automotive                      26.8        29.7        84.9        82.4
	       Computer-electronics             0.9         3.2         3.9         6.2
	       Other                            1.4         1.6         4.7         4.4
	       -------------------------------------------------------------------------
	         Subtotal                      29.1        34.5        93.5        93.0

	       Inter-segment Elimination       (4.3)      (13.1)      (14.6)      (31.3)

	       -------------------------------------------------------------------------
	       Total Consolidated Revenue  $  206.9    $  167.4    $  583.0    $  456.2
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------


	                       Consolidated Revenue by Customer Site
	                                   ($ millions)

	                                    Three months ended       Nine months ended
	                                 12/31/2004  12/31/2003  12/31/2004  12/31/2003
	       -------------------------------------------------------------------------
	       U.S. & Mexico               $   99.5    $   90.4    $  319.0    $  261.4
	       Europe                          66.7        50.1       174.2       124.4
	       Canada                           9.3        15.0        31.5        42.8
	       Asia-Pacific and other          31.4        11.9        58.3        27.6
	       -------------------------------------------------------------------------
	       Total                       $  206.9    $  167.4    $  583.0    $  456.2
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------

	       Consolidated earnings from operations for the three months ended
	   December 31, 2004 were $9.4 million, $8.0 million higher than in the third
	   quarter of fiscal 2004. For the nine months ended December 31, 2004,
	   consolidated earnings from operations were $20.7 million, $14.3 million higher
	   than in the same period of the prior year. These higher earnings were the
	   result of stronger performances by ASG and Solar, which more than offset the
	   negative impact of foreign exchange and higher year-over-year losses in PCG.
	   The negative impact of the year-over-year change in foreign exchange rates on
	   consolidated earnings from operations for the three and nine months ended
	   December 31, 2004 was an estimated $4.1 million and $14.5 million,
	   respectively.
	       Selling, general and administrative (SG&A) costs increased 20% in the
	   third quarter and 15% in the first nine months of fiscal 2005 over the prior
	   year. Contributing to increased SG&A costs for both the three and nine months
	   of fiscal 2005 were higher profit sharing expenses associated with increased
	   profitability, foreign exchange losses, and higher selling costs to support
	   revenue growth. However, as a percentage of revenue, SG&A was 9% in both the
	   third quarter of fiscal 2005 and third quarter fiscal 2004. For the nine
	   months ended December 31, 2004, SG&A was 10% of revenue compared to 11% for
	   the same period of fiscal 2004. In the current fiscal year, SG&A costs include
	   a $1.0 million loss in the first quarter and a $0.8 million gain in the third
	   quarter related to disposals of the Company's aircraft assets. See Note 3 to
	   the Interim Consolidated Financial Statements.
	       Higher interest expenses in the third quarter and first nine months of
	   fiscal 2005 reflected increased usage of the Company's credit facilities,
	   reduced cash balances compared to a year ago, and higher interest rates.
	       Net earnings from continuing operations for the third quarter of fiscal
	   2005 increased to $6.1 million compared to a loss of $1.3 million in the third
	   quarter of fiscal 2004. On a per share basis, net earnings from continuing
	   operations increased to 10 cents, basic and diluted, from a loss of 2 cents,
	   basic and diluted, in the same period a year ago. Net earnings from continuing
	   operations for the nine months ended December 31, 2004 were $12.9 million
	   (21 cents per share basic and diluted) compared to $2.0 million (3 cents per
	   share basic and diluted) a year ago. The negative impact of changes in foreign
	   exchange rates for the three and nine months ended December 31, 2004 reduced
	   net earnings from continuing operations by an estimated $2.7 million (4 cents
	   per share) and $9.6 million (16 cents per share), respectively.

	       Discontinued Operations

	       During the third quarter the Company completed the sale of the key
	   inventory, intellectual property, and operating assets of its thermal
	   management products business ("Thermals Assets") for net cash proceeds of
	   $8.6 million. The after-tax gain on the sale of the Thermals Assets of
	   $0.2 million was offset against the thermals net operating losses for the
	   quarter of $0.3 million, for a net loss from discontinued thermals operations
	   of $0.1 million. Included in the year to date results from discontinued
	   operations is an after-tax non-cash charge of $2.0 million which was taken in
	   the second quarter to reduce the carrying value of the Thermals Assets. The
	   loss from discontinued operations for the third quarter also includes a
	   $0.4 million charge to settle outstanding matters related to the Company's
	   discontinued Eco-Snow Systems Inc operations. See Note 3 to the Consolidated
	   Financial Statements.

	       Net Earnings

	       Net earnings for the third quarter of fiscal 2005 were $5.6 million
	   (9 cent per share basic and diluted) compared to a loss of $1.7 million (loss
	   of 3 cents basic and diluted) a year ago. Net earnings for the first nine
	   months of fiscal 2005 were $8.8 million (15 cents per share basic and diluted)
	   compared to $0.8 million (1 cent per share basic and diluted).

	       Impact of Foreign Exchange

	       The sustained strength of the Canadian dollar against the US dollar
	   continued to have a significant and negative impact on the Company's revenue
	   and earnings in the third quarter and on a year to date basis. The Company's
	   effective rate of exchange on US currency declined 7% while average market
	   rates were 8% lower in the third quarter compared to the third quarter of last
	   year.
	       At December 31, 2004 the Company had, on hand, unrealized forward
	   exchange contracts for the future sale of US dollars totaling US
	   $130.4 million at an average exchange rate of Cdn $1.2766. The unrecognized
	   gain on these forward contracts totaled approximately $8.3 million at
	   December 31, 2004.
	       The estimated impact of changes in foreign exchange rates, net of the
	   offsetting impact of forward exchange contracts, on both revenue and operating
	   earnings, for each of the Company's reportable segments, and on a consolidated
	   basis, has been summarized in the table below. The impact on consolidated
	   operating earnings from translation was not material in the third quarter of
	   fiscal 2005.


	                         Estimated Foreign Exchange Impact
	       For the three months ended December 31, 2004 (in millions of dollars)

	                                                           Estimated
	                                                           Impact of       %
	                                                             Foreign  Change vs
	                                                            Exchange  last year
	                                                            included  excluding
	                                                  %               in    Foreign
	                                              Change vs     reported   Exchange
	                                   Reported   last year      results     impact
	       -------------------------------------------------------------------------
	       Revenue
	       Automation Systems          $  144.7          22%    $    7.2         28%
	       Solar                           37.4          36%        (0.2)        35%
	       Precision Components            29.1         -16%         2.7         -8%

	       Elimination of
	        Inter-segment revenue          (4.3)
	       -------------------------------------------------------------------------
	       Consolidated                $  206.9          24%    $    9.7         29%
	       -------------------------------------------------------------------------

	       Earnings from Operations
	       Automation Systems          $    9.8         180%    $    2.4        249%
	       Solar                            3.4          62%         0.0         62%
	       Precision Components            (1.9)        111%         1.7         78%
	       Inter-segment elimination
	        and other corporate expenses   (1.9)
	       -------------------------------------------------------------------------
	       Consolidated                $    9.4         527%     $    4.1       800%
	       -------------------------------------------------------------------------


	                   Period Average Market Exchange Rates in CDN$


	                    Three months ended      %        Nine months ended      %
	                 12/31/2004  12/31/2003   change  12/31/2004  12/31/2003  change
	       -------------------------------------------------------------------------
	       US $          1.2173     1.3173     -8%        1.2939     1.3641     -5%
	       Euro          1.5856     1.5665     +1%        1.6074     1.5692     +2%
	       Singapore $   0.7364     0.7637     -4%        0.7664     0.7835     -2%
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------

	       Automation Systems Group

	       ASG revenue increased 22% in the third quarter compared to the third
	   quarter of last year as a result of a more than 100% increase in healthcare
	   revenue, a 67% increase in "other", which is primarily consumer products, and
	   a 15% increase in computer-electronics revenue. Growth in these areas more
	   than offset a decline in automotive revenue of $9.8 million and the negative
	   impact of foreign exchange. For the three and nine months ended
	   December 31, 2004, the estimated negative foreign exchange impact on ASG
	   revenue was $7.2 million and $22.3 million, respectively. The substantial
	   increase in healthcare revenues in recent quarters reflects the Company's
	   successful strategy and initiatives to expand its activities in this market
	   and growing acceptance of ASG's innovative technology solutions.
	       The increase in computer-electronics revenue resulted primarily from
	   successful sales initiatives by ASG's US West Coast operations, which led to
	   sizeable orders secured during the past few quarters. ATS continues to pursue
	   a balanced growth strategy that is intended to secure new revenue
	   opportunities in each of its target markets, sustain a healthy mix of new and
	   repeat orders, and mitigate cyclical risk through strategic marketing and
	   customer diversification.
	       ASG third quarter operating earnings were $9.8 million, a $6.3 million or
	   178% improvement over the third quarter a year ago reflecting higher revenues
	   and improved operating margins. At 6.8%, ASG operating margin improved
	   significantly over the margin of 3.0% in the same quarter a year ago due to
	   higher revenues and backlog and better resource utilization. Improved
	   performance was obtained from all ASG regions with the exception of Europe
	   where difficult market conditions continue to exist. The performance of ASG's
	   US West Coast operations continued to improve as a result of the substantial
	   order bookings in the past few quarters and better project execution achieved
	   under strengthened management.
	       Sequentially, ASG operating margin declined 0.9% from the second quarter
	   due largely to costs related to continuing expansion into healthcare and
	   continued currency fluctuations. The effect of foreign currency fluctuations
	   in the third quarter compared to the second quarter was an estimated reduction
	   in operating earnings of $1.2 million. During the quarter, ASG also incurred
	   costs to enhance its standard technologies, including SuperTrak(TM), ATS MACS
	   and ATS SmartVision, to meet both the current and future needs of the
	   healthcare market. As part of the Company's strategic initiative to diversify
	   revenue, the Company secured its first significant healthcare order for ATS
	   Europe. This project is expected to provide further skill development and
	   establish credibility for ATS Europe to attract additional healthcare business
	   in Europe. The Company expects to incur a loss on this project reflecting
	   first-time healthcare skills development at its European facilities. In
	   accordance with its accounting policies, the Company provided for this loss in
	   the third quarter. While this decision negatively impacted results in the
	   third quarter, management believes this strategic decision is an important
	   initiative to gain access to the significant healthcare markets in Europe.
	       Other factors that negatively impacted third quarter operating results
	   were further advancement of standard pharmaceutical inspection platforms,
	   personnel-related costs, non-recurring engineering costs, and increased profit
	   sharing expense tied to improved results in ASG. Compared to the same periods
	   of fiscal 2004, the estimated negative impact of foreign currency on ASG
	   operating earnings for the three and nine months ended December 31, 2004 was
	   $2.4 million and $11.2 million, respectively.
	       The ASG contract equipment manufacturing initiative to serve the
	   healthcare industry also continued to perform well, with substantial revenue
	   growth producing positive contributions to ASG operating income. Revenue from
	   this initiative in the third quarter was $8.9 million compared to $5.1 million
	   of the third quarter last year, a 75% increase. As part of this initiative,
	   the Company makes strategic use of PCG's infrastructure, lower wage rates and
	   repetitive manufacturing skill sets to successfully supply sophisticated
	   equipment and work cells.
	       ASG operating earnings for the first nine months of fiscal 2005 were
	   $26.5 million (operating margin of 6.6%) compared to $15.1 million (4.5%
	   operating margin) in the same period of fiscal 2004. The improvement in
	   operating results and margin reflects the factors previously discussed.
	       Subsequent to the third quarter, to accommodate growth of its ASG Ohio
	   operations, the Company entered into a contractual agreement, subject to
	   certain conditions, to purchase a 37,000 square foot facility adjacent its
	   existing facility for US$1.6 million.

	       Automation Systems Backlog

	       At December 31, 2004, ASG Order Backlog was $232 million, $51 million
	   (28%) higher than a year ago and $20 million (8%) lower than at the end of the
	   second quarter. New ASG Order Bookings totaled $124 million in the third
	   quarter, 32% higher than in the same period a year ago. Order Bookings for the
	   first nine months of fiscal 2005 were $395 million, 15% higher than a year
	   earlier. Order Bookings in the first five weeks of the fourth quarter were
	   $26 million.

	                      Automation Systems Backlog by Industry
	                                   ($ millions)

	                                                         12/31/2004  12/31/2003
	       -------------------------------------------------------------------------
	       Automotive                                          $     84    $     64
	       Healthcare                                                83          38
	       Computer-Electronics                                      48          47
	       Other                                                     17          32
	       -------------------------------------------------------------------------
	       Total                                               $    232    $    181
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------

	       Automation Systems Outlook: While order backlog has improved
	   significantly year-over-year, management believes that customers continue to
	   remain cautious toward capital spending. By market, the Company continues to
	   believe that healthcare offers excellent short and long-term growth
	   opportunities and significant resources have been allocated to capture these
	   opportunities. Certain areas of computer-electronics are also providing growth
	   opportunities, and as witnessed in the second quarter, some
	   computer-electronics customers appear more willing to commit to significant
	   projects than in the recent past. The automotive market continues to be
	   challenging; however, there continues to be a reasonably steady order flow
	   from this market, as evidenced by the $17 million automotive order that was
	   won and announced during the third quarter.
	       Management continues to respond to these market conditions by broadening
	   the Company's customer base into healthcare (including pharmaceutical,
	   biomedical and medical device customers), intensifying the marketing of ATS
	   standard technologies and developing new standard platform technologies for
	   launch at trade shows in fiscal 2006. In early fiscal 2006, ASG intends to
	   introduce three such platforms. These will be launched at the healthcare
	   industry's Interphex trade show in New York in April and are intended to
	   provide additional sales catalysts in high growth application areas including
	   automated vision inspection. ASG's Compliant Solutions(TM) group, which was
	   started at the beginning of this fiscal year, is progressing well. The group
	   has had success in winning a number of consulting service contracts and from a
	   strategic perspective, the group has also provided opportunities for much
	   larger automation systems orders.
	       Management believes that the Company's quotation activity in North
	   America, ASG's largest market, remains reasonably strong. Due to continuing
	   soft economic conditions for capital equipment manufacturers, Europe is
	   currently ASG's weakest geographic market and this will likely keep pricing
	   pressure intense in this region. Asian quoting activity has recently improved
	   as a result of increases in economic activity and the continuing migration of
	   manufacturing companies to Asian countries. However, Asia remains a price
	   sensitive market. The recent tragedy in southeast Asia caused by the tsunami
	   had no direct impact on ATS operations in this region.
	       Management believes that period-end order backlog continues to provide a
	   healthy foundation for growth and enhanced performance and the backlog is more
	   evenly distributed among ASG operating divisions than it was a year ago. These
	   factors are expected to facilitate further overall improvements in resource
	   utilization across many of the Company's ASG facilities and contribute to
	   higher operating margins and earnings.

	       Solar Group

	       Solar Group revenue, which is currently derived from Photowatt, was
	   $37.4 million (or 36%) higher in the third quarter compared to the third
	   quarter last year. As a result, the Group surpassed its previous record for
	   revenue set in the first quarter of fiscal 2005 and entrenched itself as ATS's
	   second largest operating Group. Over the first nine months of fiscal 2005,
	   Photowatt's revenue was $102.8 million, or 65% higher than in the comparable
	   period of fiscal 2004. The increase in revenues in the third quarter and on a
	   year to date basis over fiscal 2004 reflect continuing strong demand,
	   primarily as a result of attractive government incentive programs, and higher
	   market selling prices. Changes in exchange rates did not have a material
	   impact on Solar Group revenue or operating earnings for the three or nine
	   months ended December 31, 2004.
	       Solar Group operating earnings for the third quarter were $3.4 million,
	   compared to $2.1 million a year ago - also a new record. At 9.1% Solar
	   operating margin in the third quarter improved solidly over the 7.7% operating
	   margin in the same quarter a year ago. For the nine months ended
	   December 31, 2004 Solar Group operating earnings of $7.2 million were
	   $5.0 million higher than the $2.2 million earned in the first three quarters
	   of fiscal 2004 and year-over-year operating margin has more than doubled from
	   3.4% to 7.0%. Despite a more than 75% increase in the spot market prices of
	   silicon feedstock this year (a primary raw material in producing solar
	   products), growth in Solar Group operating earnings and operating margins in
	   both periods was achieved due to increased revenues, economies of scale,
	   silicon supply management, and continued efficiency gains from capital
	   investments made over the last two fiscal years.

	       Solar Outlook

	       Demand for Solar products is expected to remain strong as a result of
	   subsidy programs introduced in Germany at the beginning of calendar 2004 and
	   growing demand for clean renewable energy. Higher demand has resulted in
	   concerns about industry-wide shortages for silicon feedstock and has increased
	   silicon prices. Photowatt has secured sources of silicon for the majority of
	   its capacity for the next six months and is continuing to devote significant
	   efforts to secure silicon supply for the balance of 2006. Management believes
	   Photowatt will end fiscal 2005 with strong revenues and operating earnings,
	   although silicon shortages and traditional winter seasonality may moderate
	   volumes during the fourth quarter compared to the third quarter.
	       The Company's Spheral Solar Power ("SSP") development initiative
	   continues to progress. All factory workstations have now been activated,
	   enabling SSP to begin working on factory ramp up which is expected to continue
	   well into fiscal 2006 with target capacity expected to be achieved likely late
	   in fiscal 2006. In the fourth quarter SSP expects to ship very modest volumes
	   of SSP's flex module to catalogue retailers and distributors. These shipments
	   are intended to build credibility and further stimulate market demand.
	   Lifecycle testing completed to date on the durability and reliability of the
	   flex module has been positive. SSP also developed an initial prototype of its
	   integrated solar roofing technology in concert with its partners at Elk
	   Corporation. Elk is now developing marketing strategies for this product and
	   SSP is conducting accelerated life testing to verify this product can
	   withstand harsh environmental conditions. Management believes the outlook for
	   SSP is excellent because demand for solar is growing, SSP opens entirely new
	   solar market applications and is expected to use less silicon per watt than
	   conventional solar products.
	       During the quarter, as a result of the significant progress made in the
	   quarter with the commissioning of the commercial-scale SSP factory equipment,
	   the prototype pilot line and other related development tools were
	   de-commissioned. As such, approximately $7 million of capital assets were
	   re-classified in the quarter from capital assets to deferred development costs
	   on the balance sheet.

	       Precision Components Group

	       Third quarter PCG revenue decreased 16% or $5.4 million to $29.1 million
	   compared to the third quarter of fiscal 2004 as a result of weakness in the
	   automotive market and lower US exchange rates. Customer plant shutdowns in the
	   final month of the third quarter necessitated a two week shutdown of PCG
	   operations, which negatively affected revenues. The estimated negative foreign
	   exchange impact on revenue in the quarter and for the first nine months was
	   $2.7 million and $7.2 million, respectively.
	       PCG incurred an operating loss of $1.9 million compared to operating loss
	   of $1.0 million in the third quarter a year ago due to the aforementioned
	   customer plant shutdowns and low demand- which reduced overhead absorption -
	   as well as higher raw material costs, and the negative impact of foreign
	   currency. PCG's operating loss for the first nine months of fiscal 2005 was
	   $4.9 million compared to an operating loss of $1.7 million in the same period
	   of fiscal 2004, for the reasons previously mentioned. The estimated negative
	   impact of foreign currency on Group operating earnings was $1.7 million and
	   $3.4 million, for the three and nine months ended December 31, 2004.
	       Sequentially, PCG reduced its operating loss by $0.4 million or 17% from
	   the second quarter of fiscal 2005 due to the implementation of a number of
	   initiatives which are intended to restore profitability. As part of these
	   initiatives, employment was reduced year-over-year by 21% and at
	   December 31, 2004 PCG total employment was 7% lower than at the end of the
	   second quarter. Management estimates that as a result of its pricing
	   negotiation strategies, approximately $0.6 million (69%) of the increase in
	   PCG's steel purchase prices were recovered from customers in the quarter. In
	   the fourth quarter, as new pricing negotiated with customers takes effect, the
	   recovery of higher steel prices from customers is estimated to increase to
	   85%. Also included in these initiatives is a global raw material procurement
	   strategy, which did not reduce costs as much as expected in the third quarter
	   because it is taking longer than expected to qualify Asian sources. However,
	   savings from this program are being realized and are expected to accelerate in
	   the fourth quarter and into fiscal 2006. On a year-over-year basis, PCG's cost
	   saving measures were offset by the decline in revenue and effects of foreign
	   exchange.
	       On February 4, 2005, the Company announced, that as part of the
	   continuing strategic initiative to drive an earnings recovery for PCG, it will
	   close its manufacturing facility in McAllen, Texas. The closure of this
	   facility and the assimilation of McAllen's production into existing PCG
	   facilities are expected to reduce overall operating costs and improve asset
	   utilization. In accordance with GAAP, beginning in the fourth quarter of this
	   fiscal year, the Company expects to expense cash expenditures associated with
	   transferring production, relocating equipment and inventory and employment
	   severance. Management currently estimates that the cash costs associated with
	   moving the business will be approximately $1 million. Management believes it
	   is possible non-cash charges may also be incurred by the Group depending on
	   the amount of value realized on disposition of assets that will not be
	   transferred to other PCG facilities, including sale of the land and building,
	   which is owned by ATS. As of December 31, 2004, the book value of the land,
	   building and production equipment of ATS Texas was approximately
	   US$5.0 million and the operations had approximately 70 employees.

	       Precision Components Outlook

	       PCG continues to aggressively pursue an earnings recovery and as noted,
	   has streamlined its operations to create a stronger, more focused platform for
	   the future. More gains are expected to accrue from its global sourcing
	   strategy, and ongoing enhancement initiatives resulting from the application
	   of Six Sigma. It is unlikely that the Group will achieve profitability in the
	   fourth quarter given the challenge presented by the strong Canadian dollar and
	   volatile automotive market conditions. The effect of some of the more
	   significant initiatives will require time before expected benefits begin to be
	   realized. PCG also continues to actively quote, and has recently secured,
	   incremental new business that makes greater use of existing production
	   equipment and facilities as a means to further enhance operating income.

	       Liquidity, Cash Flow and Financial Resources

	       Cash balances, net of bank indebtedness, at December 31, 2004 increased
	   $25 million during the third quarter of fiscal 2005. Cash provided from
	   operating activities was $24 million, an improvement of $8 million compared to
	   the third quarter of fiscal 2004. Cash flows from operating activities
	   increased for the third quarter of fiscal 2005 largely as a result of a
	   reduced working capital within ASG. ASG working capital requirements often
	   fluctuate significantly from quarter to quarter.
	       The Company invested $9 million in property, plant and equipment and
	   other investments, including deferred development, in the third quarter of
	   fiscal 2005. Investments made in SSP in the third quarter of fiscal 2005, net
	   of government funding, were $4 million for capital assets and deferred
	   development. Total investment in the SSP initiative, net of government
	   funding, was $91 million at December 31, 2004, including the costs of the
	   development program announced by ATS in July 2002 and the acquisition costs
	   for the initial technology and related assets. To date, all significant costs
	   of the development program, including the costs of acquiring the initial
	   technology, have been capitalized on the Company's balance sheet. The Company
	   expects the deferred development period for SSP will end no later than
	   September 30, 2005. During the quarter the Company began construction of a
	   57,000 square foot building addition in Oregon. This investment will allow the
	   Company to consolidate its Oregon ASG operations, reduce costs, and increase
	   efficiencies.
	       During the third quarter, 25,760 stock options were exercised for total
	   proceeds of $0.1 million. At December 31, 2004 the total number of shares
	   outstanding was 60,761,225.
	       Management believes the Company's cash flow from operations, sound
	   balance sheet and access to unutilized credit provide ATS with the financial
	   resources to execute its business plans and pursue strategic opportunities.
	   The Company's debt to equity ratio at December 31, 2004 was 0.1:1 unchanged
	   from September 30, 2004 and March 31, 2004. At December 31, 2004 the Company
	   had $90 million of unutilized credit available under existing operating and
	   term credit facilities. The Company is in compliance with its loan covenants.

	       Subsequent Event

	       Following the tragic passing of Mr. Klaus Woerner, ATS's President and
	   Chief Executive Officer, on February 7, 2005, the Company announced the
	   appointment of Ron Jutras as President and Chief Executive Officer of the
	   Company and Gerry Beard as Vice President and Chief Financial Officer of the
	   Company.
	       Under an agreement entered into in 1998, the Company was granted the
	   option by 566226 Ontario Ltd., a corporation controlled by Mr. Woerner, to
	   repurchase all or a portion of the shares held by 566226 Ontario Ltd., subject
	   to certain restrictions. This agreement was entered into to provide the
	   Company the ability to ensure an orderly disposition of shares controlled by
	   Mr. Woerner. This option expires on the 75th business day following his death.
	   To provide partial funding for the potential purchase of these shares the
	   Company has maintained a "key-man" life insurance policy in respect of Mr.
	   Woerner in the amount of $25,000,000. At this time, no decision has been made
	   with respect to the exercise of this option.

	                               Consolidated Quarterly Results


	       ($ in thousands, except        Q3          Q2          Q1          Q4
	        per share amounts)           2005        2005        2005        2004
	       -------------------------------------------------------------------------
	       Revenue                     $206,873    $186,870    $189,305    $191,644
	       Net earnings (loss) from
	        continuing operations      $  6,098    $  3,405    $  3,392    $ (2,733)
	       Net earnings (loss)         $  5,627    $    432    $  2,780    $ (3,069)
	       Basic earnings per share
	        from continuing
	        operations                 $   0.10    $   0.06    $   0.06    $  (0.05)
	       Basic earnings per share    $   0.09    $   0.01    $   0.05    $  (0.05)
	       Diluted earnings per share
	        from continuing operations $   0.10    $   0.06    $   0.06    $  (0.05)
	       Diluted earnings per share  $   0.09    $   0.01    $   0.05    $  (0.05)



	       ($ in thousands, except        Q3          Q2          Q1          Q4
	        per share amounts)           2004        2004        2004        2003
	       -------------------------------------------------------------------------
	       Revenue                     $167,397    $144,038    $144,752    $136,092
	       Net earnings (loss) from
	        continuing operations      $ (1,270)   $    743    $  2,511    $ (3,877)
	       Net earnings (loss)         $ (1,701)   $    372    $  2,145    $ (4,624)
	       Basic earnings per share
	        from continuing
	        operations                 $  (0.02)   $   0.01    $   0.04    $  (0.06)
	       Basic earnings per share    $  (0.03)   $   0.01    $   0.04    $  (0.08)
	       Diluted earnings per share
	        from continuing operations $  (0.02)   $   0.01    $   0.04    $  (0.06)
	       Diluted earnings per share  $  (0.03)   $   0.01    $   0.04    $  (0.08)

	       Note: The above information has been restated for the thermals
	             discontinued operations.

	       Lease and Contractual Obligations

	       Information on the Company's lease and contractual obligations is
	   detailed in the annual financial statements and MD&A for the year ended
	   March 31, 2004. For the period ended December 31, 2004, the Company did not
	   enter into any material leases or any other material contractual obligations
	   which would be considered outside the normal course of operations.


	       February 9, 2005



	                        ATS AUTOMATION TOOLING SYSTEMS INC.

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

	                                    Three months ended       Nine months ended
	       -------------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	       -------------------------------------------------------------------------
	                                           (as restated)           (as restated)
	       Revenue                     $206,873    $167,397    $583,048    $456,187

	       Operating costs and
	        expenses:
	         Cost of revenue            170,737     143,147     479,748     376,614
	         Depreciation and
	          amortization                7,884       7,089      24,048      22,344
	         Selling and
	          administrative             18,679      15,628      58,065      50,563
	         Stock-based
	          compensation (note 4)         154          69         487         219
	       -------------------------------------------------------------------------
	                                    197,454     165,933     562,348     449,740
	       -------------------------------------------------------------------------
	       Earnings from operations       9,419       1,464      20,700       6,447

	       Other expenses (income):
	         Interest on long-term
	          debt                          251         181         667         577
	         Other interest                  48         (88)        444        (450)
	       -------------------------------------------------------------------------
	                                        299          93       1,111         127
	       -------------------------------------------------------------------------
	       Earnings from continuing
	        operations before income
	        taxes and non-controlling
	        interest                      9,120       1,371      19,589       6,320

	       Provision for income taxes
	        - current period              2,934         484       6,515       2,190
	       Adjustment of future income
	        taxes due to increase in
	        corporate tax rates               -       2,117           -       2,117
	       Non-controlling interest in
	        earnings of subsidiaries         88          40         179          29
	       -------------------------------------------------------------------------
	       Net earnings from
	        continuing operations         6,098      (1,270)     12,895       1,984
	       Loss from discontinued
	        operations, net of tax         (471)       (431)     (4,056)     (1,168)
	       -------------------------------------------------------------------------
	       Net earnings                $  5,627    $ (1,701)   $  8,839    $    816
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------
	       Earnings per share (note 5)
	         Basic - from continuing
	          operations               $   0.10    $  (0.02)   $   0.21    $   0.03
	         Basic - from discontinued
	          operations                  (0.01)      (0.01)      (0.06)      (0.02)
	       -------------------------------------------------------------------------
	                                   $   0.09    $  (0.03)   $   0.15    $   0.01
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------
	         Diluted - from continuing
	          operations               $   0.10    $  (0.02)   $   0.21    $   0.03
	         Diluted - from
	          discontinued operations     (0.01)      (0.01)      (0.06)      (0.02)
	       -------------------------------------------------------------------------
	                                   $   0.09    $  (0.03)   $   0.15    $   0.01
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------
	       See accompanying notes to interim consolidated financial statements



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

	                                    Three months ended       Nine months ended
	       -------------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	       -------------------------------------------------------------------------
	       Retained earnings,
	        beginning of period        $202,034    $203,592    $198,822    $201,075
	       Net earnings                   5,627      (1,701)      8,839         816
	       -------------------------------------------------------------------------
	       Retained earnings,
	        end of period              $207,661    $201,891    $207,661    $201,891
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------
	       See accompanying notes to interim consolidated financial statements



	                        ATS AUTOMATION TOOLING SYSTEMS INC.

	                            Consolidated Balance Sheets
	                       (in thousands of dollars - unaudited)

	       -------------------------------------------------------------------------
	                                                          December 31  March 31
	                                                             2004        2004
	       -------------------------------------------------------------------------

	       ASSETS

	       Current assets:
	         Cash and short-term investments                   $ 47,621    $ 38,551
	         Accounts receivable                                149,459     130,406
	         Income taxes recoverable                             9,937       3,780
	         Costs and earnings in excess of billings on
	          contracts in progress                              93,368     102,404
	         Inventories                                         72,387      74,161
	         Other                                                3,734       3,873
	       -------------------------------------------------------------------------
	                                                            376,506     353,175

	       Property, plant, and equipment                       261,146     267,069
	       Goodwill                                              56,753      59,533
	       Intangible assets                                      3,922       6,001
	       Future income tax assets                              13,042      10,759
	       Deferred developments costs                           36,973      25,076
	       Other assets                                           5,144       5,666
	       -------------------------------------------------------------------------
	                                                           $753,486    $727,279
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------

	       LIABILITIES AND SHAREHOLDERS' EQUITY

	       Current liabilities:
	         Bank indebtedness                                 $  7,085     $     -
	         Accounts payable and accrued liabilities            93,541      95,074
	         Billings in excess of costs and earnings on
	          contracts in progress                              30,062      19,026
	         Future income taxes                                 29,225      21,497
	       -------------------------------------------------------------------------
	                                                            159,913     135,597

	       Long-term debt                                        40,628      44,447
	       Future income taxes                                   19,485      16,061
	       Non-controlling interest                                 515         405

	       Shareholders' equity:
	         Share capital                                      332,180     331,765
	         Retained earnings                                  207,661     198,822
	         Contributed surplus                                    767         280
	         Cumulative translation adjustment                   (7,663)        (98)
	       -------------------------------------------------------------------------
	                                                            532,945     530,769

	       -------------------------------------------------------------------------
	                                                           $753,486    $727,279
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------
	       See accompanying notes to interim consolidated financial statements



	                        ATS AUTOMATION TOOLING SYSTEMS INC.

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

	                                    Three months ended      Nine months ended
	       -------------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	       -------------------------------------------------------------------------
	       Cash flows from operating
	        activities:
	         Net earnings              $  5,627    $ (1,701)   $  8,839    $    816
	         Items not involving cash    10,928       9,991      37,508      27,323
	         Stock-based compensation       154          69         487         219
	       -------------------------------------------------------------------------
	         Cash flow from operations   16,709       8,359      46,834      28,358

	         Change in non-cash
	          operating working
	          capital                     7,771       8,530     (14,551)     (4,179)
	       -------------------------------------------------------------------------
	                                     24,480      16,889      32,283      24,179

	       Cash flow from investing
	        activities:
	         Acquisition of interest
	          in subsidiaries                 -           -           -        (650)
	         Acquisition of property,
	          plant, and equipment       (6,154)    (23,885)    (30,260)    (55,954)
	         Investments and other       (2,359)     (2,658)     (8,890)     (6,951)
	         Proceeds from disposal
	          of assets held for sale    10,261           -      10,261       8,877
	       -------------------------------------------------------------------------
	                                      1,748     (26,543)    (28,889)    (54,678)
	       Cash flows from financing
	        activities:
	         Bank indebtedness           (8,091)          -       7,085           -
	         Issuance of common shares       73         157         415         204
	         Other                           10          (2)        (88)          6
	       -------------------------------------------------------------------------
	                                     (8,008)        155       7,412         210
	       -------------------------------------------------------------------------

	       Effect of exchange rate
	        changes on cash and
	        short-term investments       (1,235)     (1,212)     (1,736)     (4,407)
	       -------------------------------------------------------------------------
	       Increase (decrease) in cash
	        and short-term investments   16,985     (10,711)      9,070     (34,696)

	       Cash and short-term
	        investments, beginning
	        of period                    30,636      58,348      38,551      82,333
	       -------------------------------------------------------------------------

	       Cash and short-term
	       investments, end of period  $ 47,621    $ 47,637    $ 47,621    $ 47,637
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------

	       Supplementary information:
	         Cash income taxes paid    $    388    $  1,319    $  1,940    $  4,638
	         Cash interest paid        $    337    $    142    $    981    $    583
	       -------------------------------------------------------------------------
	       -------------------------------------------------------------------------
	       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)

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

	       These statements have not been reviewed or audited by the Company's
	       auditor.

	       1.  Significant accounting policies:

	           (i) 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, 2004, 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
	           2004 Annual Report.

	           (ii) 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.  New accounting standards:

	           Effective April 1, 2004, the Company implemented, on a prospective
	           basis, the Canadian Institute of Chartered Accountants' Accounting
	           for Hedging Relationships Guideline ("AG-13") and EIC-128. AG-13
	           deals with the identification, documentation, designation, and
	           effectiveness of hedges. EIC-128 provides the accounting for
	           financial instruments that do not qualify for hedge accounting under
	           AG-13. Upon implementation of these new standards, the Company
	           assessed all existing derivative financial instruments and formally
	           designated certain qualifying financial instruments as hedges. Any
	           gains or losses on these designated instruments are offset against
	           the item being hedged. All derivative financial instruments that have
	           not been specifically designated or that do not meet the criteria for
	           hedge accounting are marked to market. For these undesignated
	           financial instruments the related gains or losses are included in
	           earnings for the period with an offsetting asset or liability being
	           recorded. The adoption of the new recommendations had no material
	           impact on the Company's interim consolidated financial statements for
	           the three or nine months ended December 31, 2004.

	       3.  Discontinued operations and assets held for sale:

	           (i) During the three months ended September 30, 2004, the Company
	           committed to a plan to sell the key intellectual property, inventory
	           and operating assets of its thermal management products business
	           ("Thermals Assets"). Accordingly, the results of operations of the
	           Thermals Assets have been segregated and presented separately as
	           discontinued operations in the accompanying interim consolidated
	           financial statements. During the three months ended December 31,
	           2004, the Company completed the sale of the Thermals Assets for net
	           cash proceeds of $8.6 million. The after-tax gain on the sale of the
	           Thermals Assets in the three months ended December 31, 2004 was
	           $0.2 million, which was offset against the thermals net operating
	           losses for the three months ended December 31, 2004 of $0.3 million.
	           The results of the discontinued thermal business operations were as
	           follows:


	                                    Three months ended       Nine months ended
	           ---------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	           ---------------------------------------------------------------------
	           Revenue                 $    476    $  6,957    $  5,029    $ 15,231

	           Loss from operations    $   (721)   $   (653)   $ (6,154)   $ (1,335)
	           Income tax recovery          602         222       2,450         453
	           ---------------------------------------------------------------------
	           Loss from discontinued
	            operations             $   (119)   $   (431)   $ (3,704)   $   (882)
	           ---------------------------------------------------------------------

	           The discontinued operations for the three months ended September 30,
	           2004 include an after-tax expense of $1,980,000 (pre-tax $3,000,000)
	           to reduce the Thermals Assets to their estimated net realizable
	           value.

	           (ii) During the three months ended September 30, 2004, the Company
	           also committed to a plan to sell its remaining corporate aircraft
	           assets. During the three months ended December 31, 2004, these assets
	           sold for proceeds of $1.8 million. The sale of these assets generated
	           a before tax gain of approximately $0.8 million, which was recognized
	           in the consolidated statement of earnings for the three months ended
	           December 31, 2004.

	           (iii) During the three months ended June 30, 2003, the Company
	           committed to a plan to sell, and subsequently sold, the intellectual
	           property and key operating assets of its subsidiary, Eco-Snow Systems
	           Inc ("Eco-Snow"). Accordingly, the results of operations of Eco-Snow
	           have been segregated and presented separately as discontinued
	           operations in the accompanying interim consolidated financial
	           statements. During the three months ended December 31, 2004, the
	           Company settled outstanding matters related to Eco-Snow resulting in
	           a loss from discontinued operations in the three and nine months
	           ended December 31, 2004. The results of the discontinued operations
	           were as follows:

	                                    Three months ended      Nine months ended
	           ---------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	           ---------------------------------------------------------------------
	           Revenue                 $      -           -    $      -         963

	           Loss from operations    $   (587)          -    $   (587)       (477)
	           Income tax recovery          235           -         235         191
	           ---------------------------------------------------------------------
	           Loss from discontinued
	            operations             $   (352)          -    $   (352)       (286)
	           ---------------------------------------------------------------------

	       4.  Stock-based compensation:

	           In the calculation of the stock-based compensation expense in the
	           Consolidated Statements of Earnings, the fair values of the Company's
	           stock option grants were estimated using the Black-Scholes option
	           pricing model with the following weighted average assumptions and
	           data:

	                                    Three months ended      Nine months ended
	           ---------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	           ---------------------------------------------------------------------
	           Risk-free interest rate        -        4.1%        3.6%        4.4%
	           Dividend yield                 -        0.0%        0.0%        0.0%
	           Expected life (years)          -        5.0         5.5         5.0
	           Expected volatility            -       38.0%       38.0%       38.0%
	           Number of stock options
	            granted (thousands)           -       75.0       430.0       505.0
	           Weighted average of
	            exercise price per
	            option (dollars)              -       13.0        11.5         9.3
	           Weighted average
	            Black-Scholes value
	            per option (dollars)          -       5.22        4.67        3.73
	           ---------------------------------------------------------------------
	           ---------------------------------------------------------------------

	           The Company began expensing employee stock-based compensation for all
	           awards on or after April 1, 2003 using the fair value based method in
	           the three months ended March 31, 2004, previously disclosed quarterly
	           periods of fiscal 2004 have been restated for the change in
	           accounting policy.

	       5.  Weighted average number of shares:

	           Weighted average number of shares used in the computation of earnings
	           per share is as follows:


	                                    Three months ended       Nine months ended
	           ---------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	           ---------------------------------------------------------------------
	           Basic                     60,748      60,601      60,719      60,582
	           Diluted                   60,870      61,104      60,903      61,011
	           ---------------------------------------------------------------------
	           ---------------------------------------------------------------------

	       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 segment is a
	           high volume manufacturer of plastic and metal components and
	           sub-assemblies. The Solar segment is a high volume manufacturer of
	           photovoltaic products through Photowatt International S.A. and also
	           includes the Company's investment in the Spheral Solar(TM) Power
	           initiative.

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


	                                    Three months ended      Nine months ended
	           ---------------------------------------------------------------------
	                                   December    December    December    December
	                                    31 2004     31 2003     31 2004     31 2003
	           ---------------------------------------------------------------------
	                                           (as restated)           (as restated)
	           Revenue
	             Automation Systems    $144,642    $118,534    $401,344    $332,137
	             Solar                   37,419      27,506     102,783      62,435
	             Precision Components    29,115      34,479      93,473      93,014
	             Elimination of
	              inter-segment
	              revenue                (4,303)    (13,122)    (14,552)    (31,399)
	           ---------------------------------------------------------------------
	           Consolidated            $206,873    $167,397    $583,048    $456,187
	           ---------------------------------------------------------------------
	           ---------------------------------------------------------------------

	           Earnings (loss) from
	            operations
	             Automation Systems    $  9,843    $  3,544    $ 26,500    $ 15,095
	             Solar                    3,387       2,116       7,160       2,152
	             Precision Components    (1,891)       (982)     (4,895)     (1,714)
	             Inter-segment
	              elimination and
	              corporate expenses     (1,920)     (3,214)     (8,065)     (9,086)
	           ---------------------------------------------------------------------
	           Consolidated            $  9,419    $  1,464    $ 20,700    $  6,447
	           ---------------------------------------------------------------------
	           ---------------------------------------------------------------------

	       7.  Subsequent event:

	           On February 4, 2005, the Company publicly announced its decision to
	           close its McAllen, Texas Precision Components manufacturing facility.
	           Management anticipates transferring all significant programs and
	           equipment from the McAllen facilities to its Canadian manufacturing
	           facilities. Cash expenditures associated with the transfer of this
	           business and closure of the facility is currently estimated to be
	           approximately $1.0 million. Non-cash charges may also be incurred by
	           the Company depending on the amount of value realized on disposition
	           of assets that will not be transferred to other facilities, including
	           the sale of the land and building, which is owned by the Company.

	       8.  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 and Solar volumes, and the Company's
	           earnings in any of its markets.




      %SEDAR: 00002017E

For further information: Ron Jutras, President and Chief Executive Officer, (519) 653-6500; Carl Galloway, Corporate Treasurer, (519) 653-6500

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