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ATS Automation Tooling Systems reports Second Quarter results, takes action to improve operations


TSX: ATA


    CAMBRIDGE, ON, Nov. 10 /CNW/ - ATS Automation Tooling Systems Inc. today
reported its financial results for the three months ended September 30, 2005 -
and announced measures designed to improve its future performance.

    Second Quarter Highlights
      -  Revenue was $154.5 million, compared to $180.3 million in the second
         quarter a year ago.
      -  Net loss from continuing operations for the second quarter was
         $3.0 million, which includes provisions of $5.8 million recorded for
         customers in the automotive industry. These results compare to
         earnings from continuing operations of $4.7 million in the second
         quarter a year ago, and also reflect lower revenue and earnings at
         Automation Systems Group ("ASG").
      -  Solar Group operating earnings increased 544% to $3.1 million
         compared to the same period last year.
      -  New ASG order bookings of $167 million in the second quarter were up
         50% from $111 million in the first quarter of fiscal 2006.
      -  Period end ASG order backlog was $211 million, up 36% from
         $155 million at June 30, 2005.

    Management Commentary
    "ATS was not able to achieve our number one goal of improved results for
shareholders in the second quarter," said Ron Jutras, President and Chief
Executive Officer. "The chapter 11 filing of Delphi Corporation put us into a
loss position and our underlying operating performance was disappointing due
to significant underutilized capacity. In spite of recent improvements in
order flow and order backlog we continue to have an unacceptable level of
capacity utilization and as a result we are reducing our global Automation
Systems Group workforce by 6%. This will result in estimated annualized pre-
tax savings from workforce reductions of $9 million. The workforce reduction
has already been implemented in a number of locations and, today, the balance
of this rationalization was announced internally, including the planned
consolidation of ATS Niagara, a small automation facility in Burlington,
Ontario, into our Cambridge, Ontario facility. These reductions in workforce,
combined with ongoing cost savings initiatives are necessary to improve ASG
margins. In context, they are also part of a broader, ongoing management
priority to improve global performance, maximize our industry leading-
capabilities and deploy resources where we can achieve the best returns for
shareholders and customers."

    Outlook
    "ASG's potential has improved since the end of the first quarter on the
strength of higher backlog," said Mr. Jutras. "This gives us a good volume of
work on hand to begin the second half of fiscal 2006. Looking forward, our
pipeline of potential new orders is strong. This, however, is tempered by the
poor health of many companies in the automotive sector. In this environment,
the increasing diversification of the markets for our manufacturing solutions
provides us with a clear benefit and gives us confidence about our future. We
believe that with a leaner operating structure and higher backlogs we should
see better results from ASG during the second half of the year."
    "For Solar Group, we expect Photowatt to continue to perform well, driven
by strong demand and the benefits of ongoing operating improvements. Spheral
Solar Power (SSP) completed its preproduction period at September 30, 2005,
and its initial financial results will begin to be reflected in operating
results in the third quarter. As a start-up, we expect SSP to generate losses
while it ramps up its production - however, these losses are necessary
investments that will allow us to validate the SSP technology and unlock its
value for shareholders."
    "Subsequent to quarter end, SSP achieved a major milestone by running
production continuously for the first time, using all of its advanced
automated manufacturing processes and production equipment. This is a major
step forward on our SSP commercialization path and we are optimistic that we
will be able to achieve our primary goal of validating SSP's technology during
calendar 2006. This is an ideal time for us to be launching SSP given the
continuing strength of solar markets and the benefits that SSP brings to the
marketplace."

    Quarterly Conference Call
    ATS's quarterly webcast begins at 10 am eastern today at
www.atsautomation.com.

    Note to Readers
    The second quarter MD&A and consolidated interim 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 MD&A, audited financial statements and annual report for
the full fiscal year ended March 31, 2005 which are available on SEDAR at
www.sedar.com. Certain forward-looking statements are made in this news
release and accompanying 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 2005 MD&A and annual report and other risks detailed from
time to time in ATS's periodic reports filed with Canadian regulatory
authorities.

    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. ATS is also an emerging leader
in the rapidly growing market for solar energy cells and modules. The Company
also makes precision components and subassemblies using its own custom-built
manufacturing systems, process knowledge and automation technology. ATS
employs approximately 4,000 people at 25 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.

    Management's Discussion and Analysis
    This MD&A for the three and six months ended September 30, 2005 provides
detailed information on the Company's operating activities of the second
quarter of fiscal 2006 and should be read in conjunction with the unaudited
interim consolidated financial statements for the three and six months ended
September 30, 2005 and the Company's fiscal 2005 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 2005 Annual Report and the first quarter of fiscal 2006 MD&A
and, accordingly, the purpose of this document is to provide a second quarter
update to the information contained in the MD&A section of the 2005 Annual
Report. For a discussion of the three months ended June 30, 2005 refer to
ATS's first 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
Canadian Generally Accepted Accounting Principles ("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 2005 Annual
Report and other risks detailed from time to time in ATS's periodic reports
filed with Canadian regulatory authorities.



                             Revenue by Industry
                                ($ millions)

                                Three months ended       Six months ended
                               9/30/2005   9/30/2004   9/30/2005   9/30/2004
    -------------------------------------------------------------------------
    Automation Systems Group:
    Automotive                 $    47.2   $    41.2   $    97.7   $    78.7
    Computer-electronics            23.2        34.7        48.8        77.6
    Healthcare                      26.7        43.5        67.7        73.1
    Other                           12.0        13.4        22.4        27.3
    -------------------------------------------------------------------------
      Subtotal                     109.1       132.8       236.6       256.7

    Precision Components Group:
    Automotive                      18.8        20.8        39.8        43.8
    Computer-electronics             1.0         1.5         1.7         2.9
    Other                            1.3         1.4         3.4         3.3
    -------------------------------------------------------------------------
      Subtotal                      21.1        23.7        44.9        50.0

    Solar Group                     27.2        28.3        70.1        65.4

    Inter-segment Elimination       (2.9)       (4.5)       (6.6)      (10.3)
    -------------------------------------------------------------------------
    Total Consolidated Revenue $   154.5   $   180.3   $   345.0   $   361.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                       Consolidated Revenue by Region
                                ($ millions)

                                Three months ended       Six months ended
                               9/30/2005   9/30/2004   9/30/2005   9/30/2004
    -------------------------------------------------------------------------
    U.S. & Mexico              $    88.5   $   102.7   $   194.0   $   211.1
    Europe                          47.6        52.7       109.7       107.6
    Canada                           5.4         8.1        11.5        15.8
    Asia-Pacific and other          13.0        16.8        29.8        27.3
    -------------------------------------------------------------------------
    Total                      $   154.5   $   180.3   $   345.0   $   361.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Consolidated Results of Operations

    Consolidated revenue from continuing operations for the three months
ended September 30, 2005 was $154.5 million, $25.8 million or 14% lower than a
year earlier. This primarily reflected an 18% decline in ASG revenue and an
11% decline in PCG revenue. For the six months ended September 30, 2005,
revenue from continuing operations was $345.0 million, $16.8 million or 5%
lower than a year earlier. This reflected 8% and 10% declines in ASG and PCG
revenues respectively, which more than offset a 7% increase in Solar revenue.
Changes in effective foreign exchange rates reduced consolidated revenue for
the three and six months ended September 30, 2005 compared to the same periods
of fiscal 2005 by an estimated $11.3 million and $23.2 million respectively.
    Consolidated loss from operations for the three months ended
September 30, 2005 was $3.9 million, compared to earnings from operations of
$7.7 million a year ago. Solar earnings from operations increased 544% to
$3.1 million during the quarter, up from $0.5 million in the same period of
fiscal 2005. ASG earnings from operations declined by $13.3 million compared
to the second quarter of fiscal 2005. The loss from operations of PCG
increased $1.0 million compared to the second quarter of a year ago.
Consolidated earnings from operations for the first six months of fiscal 2006
were $5.3 million, an $8.7 million decline from the comparable prior year
period. Changes in effective foreign exchange rates reduced consolidated
operating earnings for the three and six months ended September 30, 2005
compared to the same periods of fiscal 2005 by an estimated $2.6 million and
$4.8 million respectively.
    Selling, general and administrative expenses increased $4.1 million in
the second quarter or 22% compared to a year ago largely due to the
$4.7 million provision taken in the second quarter for financial exposure to
Delphi Corporation (see below). The Company continues to maintain its sales
and marketing spending despite lower revenues in order to continue to further
diversify its markets and fuel sales growth.
    Stock-based compensation cost increased $0.2 million during the quarter,
and $0.8 million for the first six months of the year compared to the
respective prior year comparable periods. This reflected the issuance of
employee stock options, the increased use of deferred stock units under the
directors' compensation plan, and the revaluation of the outstanding deferred
stock units.
    Interest expense for the three and six months ended September 30, 2005
reflected higher interest rates and higher levels of usage of the Company's
credit facilities compared to a year ago.
    Net loss for the second quarter of fiscal 2006 was $3.3 million (6 cents
per share) compared to net earnings of $0.4 million (1 cent per share basic
and diluted) a year ago. Net earnings for the first six months of fiscal 2006
were $2.1 million (4 cents per share basic and diluted) compared to
$3.2 million (5 cents per share basic and diluted) for the same period last
year.

    Delphi Chapter 11 Filing

    On October 8th, 2005, Delphi Corporation and certain of its subsidiaries
("Delphi"), announced a Chapter 11 business reorganization filing under the US
Bankruptcy Code. Delphi is one of ASG's largest automotive customers.
    On October 8th, 2005, ASG had accounts receivable outstanding of
US$4.1 million with the Delphi divisions that are subject to the filing. Given
the uncertainty surrounding the eventual amount realizable related to the pre-
bankruptcy accounts receivable, management has, for the purposes of financial
reporting, recorded a provision in the amount of US$4.1 million ($4.7 million
Canadian) during the second quarter of fiscal 2006.
    ASG also had approximately US$1.5 million of contracts in progress and
US$8 million of backlog on unshipped orders with Delphi. ASG continues to
fulfill the terms of these contracts as they have not been cancelled and
management believes that ATS will receive payment upon completion for this
work as part of Delphi's court approved Debtor In Possession financing. As
such, management has not provided a reserve for these ongoing projects.
Management continues to engage in active discussions and negotiations with
Delphi in order to further secure payment and to assess ongoing credit risks.
    Continuing PCG operations have no direct exposure to Delphi. The
precision metals division, a discontinued operation of the PCG segment (see
discussion below), had accounts receivable from Delphi at the time of the
Chapter 11 filing of $0.2 million, which have also been fully provided for in
the quarter and included in the loss from discontinued operations.
    ATS derives a significant portion of its revenue from the automotive
sector which is currently undergoing significant restructuring. Management
continues to actively manage and monitor its current and future exposure to
its automotive customers and has put in place additional controls in this
period of industry uncertainty.

    Impact of Foreign Exchange

    The sustained strength of the Canadian dollar against the US dollar and
the Euro continued to have a significant and negative impact on the Company's
revenue and earnings in the second quarter and on a year-to-date basis. In the
second quarter, the effective rate of exchange on the US dollar and Euro
currencies declined 6% and 8% respectively, while average market rates were
each 8% lower compared to the same quarter of last year.
    At September 30, 2005 the Company had on hand unrealized forward exchange
contracts for the future sale of US dollars totaling US$148.8 million at an
average exchange rate of Cdn $1.2093. The unrecognized gain on these forward
contracts totaled approximately $4.1 million at September 30, 2005.

                    Period Average Exchange Rates in CDN$

             Three months ended                 Six months ended
           09/30/2005  09/30/2004  % change  09/30/2005  09/30/2004  % change
    -------------------------------------------------------------------------
    US        $1.1996      1.3048      -8%       1.2223      1.3322      -8%
    Euro       1.4633      1.5962      -8%       1.5127      1.6183      -7%
    Singapore $0.7160      0.7650      -6%       0.7330      0.7814      -6%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Discontinued Operations

    During fiscal 2005, the Company committed to a plan to sell PCG's
precision metals division ("Precision Metals"). The Company is in discussions
with potential acquirers of these assets with the intention to conclude a sale
during fiscal 2006. Accordingly, the results and financial position of
Precision Metals have been segregated and presented separately as
"discontinued operations" and "assets held for sale" in the accompanying
interim financial statements. As the assets have not yet been sold, the actual
net realizable value of the Precision Metals assets could differ materially
from management's current estimate. The loss from discontinued operations
incurred during the second quarter was $0.8 million compared to $1.3 million
in the second quarter of fiscal 2005. Included in this loss is a $0.2 million
provision for doubtful accounts in respect of Delphi's Chapter 11 filing.
    During the second quarter of fiscal 2006, the Company received a
$0.3 million settlement related to its discontinued thermal management
products business. See note 2 to the Consolidated Interim Financial Statements
for further details on the net loss from discontinued operations.

    Automation Systems Group

    ASG revenue declined 18% in the second quarter compared to the second
quarter of last year. An increase in automotive revenue of 15% was more than
offset by declines in computer-electronics, healthcare, and "other" revenues.
The overall decline in ASG revenue resulted from lower backlog entering the
second quarter, reflecting order delays and push-outs, as well as continued
weakness in the US dollar. Management believes that the complexity and size of
projects it bids on in the healthcare sector tend to lengthen the sales cycle.
A significant amount of the second quarter Order Bookings occurred late in the
quarter, including a $27 million healthcare order (announced September 12,
2005), and did not have a meaningful impact on second quarter results.
    On a regional basis, compared to the second quarter last year, the
decline in revenue occurred primarily at ASG's Cambridge facilities,
reflecting lower backlog levels entering the quarter at this facility. The
acquisition of a small UK-based automation company in July (see note 3 to the
Consolidated Interim Financial Statements) contributed approximately
$1 million in revenue in the second quarter. For the three and six months
ended September 30, 2005, the estimated negative foreign exchange impact on
revenue was $7.5 million and $15.9 million, respectively.
    ASG second quarter operating loss was $3.1 million. Excluding the impact
of provisions of $5.8 million related to automotive customers, operating
earnings were $2.7 million (2.5% margin) compared to $10.3 million (7.7%
margin) a year ago. The provisions include the aforementioned $4.7 million
Delphi provision as well as a $1.1 million provision related to an unresolved
dispute on an automotive customer's project. The year-over-year decline in
operating earnings also reflected lower revenue during the quarter, and
$0.6 million of costs expensed to reduce the ASG workforce in France, Germany
and West Coast operations. On a regional basis, compared to the second quarter
last year, increased profitability was experienced in Western North American,
Asian, and the Contract Equipment Manufacturing operations. Excluding
workforce reduction costs, ASG European earnings from operations also improved
from the second quarter last year. Lower operating earnings were experienced
at ASG's Eastern North American operations primarily due to lower revenue
levels and costs associated with underutilized capacity.
    ASG operating earnings for the first six months of fiscal 2006 were
$3.9 million (operating margin of 1.6%) compared to $16.7 million (6.5%
operating margin) in the same period of fiscal 2005. The estimated negative
impact of foreign currency on ASG operating earnings for the three and six
months ended September 30, 2005 was $1.7 million and $3.3 million,
respectively.
    During the quarter, the Company took advantage of a financially
compelling opportunity to fulfill an identified strategic need by acquiring
the net assets and operations of a small automation business in the United
Kingdom. The Company received $0.5 million of cash net of expenses paid from
the acquisition of this business which is expected to add modestly to revenues
in the second half of the year. More importantly, the acquisition increases
ASG's installation support and sales and service capabilities in this region
and enables ATS to better serve its growing list of customers and installed
base in the U.K.

    Automation Systems Backlog

    At September 30, 2005, ASG Order Backlog was $211 million, $56 million
higher than at June 30, 2005 and $42 million higher than at March 31, 2005,
but $41 million lower than the near record high levels achieved at
September 30, 2004. New ASG Order Bookings were $167 million in the second
quarter of fiscal 2006 and $278 million for the first six months of fiscal
2006, compared to $154 million and $271 million in the respective prior year
periods. ATS successfully converted approximately $70 million of the
$86 million of anticipated automation orders discussed in the first quarter
MD&A into new Order Bookings in the second quarter (the remaining projects are
expected to convert to firm orders in the third quarter). Order Bookings to
date in the third quarter are $45 million.

                   Automation Systems Backlog by Industry
                                ($ millions)

                                                     09/30/2005   09/30/2004
    -------------------------------------------------------------------------
    Healthcare                                       $       84   $       88
    Automotive                                               77           66
    Computer-electronics                                     43           65
    Other                                                     7           33
    -------------------------------------------------------------------------
    Total                                            $      211   $      252
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Automation Systems Outlook

    Current backlog, combined with expected bookings in the third quarter are
expected to translate into higher levels of revenue in ASG during the
remainder of the fiscal year as compared to the first six months of this
fiscal year. The increase in backlog from the first quarter of fiscal 2006
primarily reflected increased healthcare booking activity in the second
quarter. This has provided for a better level of diversification in backlog
across industry groups compared to the end of the first quarter. Compared to
the first quarter of fiscal 2006, ASG's healthcare backlog increased
$40 million, automotive increased $12 million, and computer-electronics
increased $11 million, which was partially offset by a decrease in other
backlog of $7 million.
    Importantly, strong bookings during the second quarter have improved
factory loading across ASG divisions, with Order Backlog levels more than
doubling in the Company's Cambridge, Ontario facility. Management believes
that with improved Order Backlog, the Company's activity levels in its North
American operations are improving, which, combined with ongoing cost
reductions initiatives, should translate into improved ASG earnings in the
second half of the fiscal year compared to the first half.
    To further improve capacity utilization, the Company is reducing its ASG
workforce. During the second quarter and continuing into October, the Company
reduced employment in ASG West Coast and European operations by 34 positions.
The Company is currently further reducing staff by an additional 135 positions
in its Eastern North American operations. The people affected by this
reduction have been notified.
    In total, this will represent a 6% reduction in ASG staff since the end
of the first quarter. A portion of these reductions is the result of
management's decision to consolidate ATS Niagara, a small leased satellite
facility, into its Cambridge, Ontario facilities. The aggregate estimated
annualized savings from ASG workforce reductions total approximately
$9 million and the estimated costs expected in the second half of the year to
complete these reductions total $2 million. The decision to reduce the
workforce has been done in a careful and deliberate manner to allow ASG to
maintain its industry leading technical expertise and knowledge.

    Solar Group

    Solar Group revenue, which is derived from Photowatt, was $27.2 million
in the second quarter, slightly lower than in the same period last year,
primarily as the result of the 8% decline in the average Euro exchange rate to
the Canadian dollar. Excluding the translation effect of foreign exchange,
revenue would have been 5% higher than the second quarter a year ago.
    Over the first six months of fiscal 2006, Photowatt's revenue was
$70.1 million, or 7% higher than in fiscal 2005. Revenue growth reflects
strong market demand for solar products primarily as a result of attractive
government incentive programs in Europe, increasing consumer interest in
clean, sustainable energy sources and increased selling prices for its
products. As expected, revenues in the second quarter of fiscal 2006 were
lower than the first quarter of fiscal 2006 as the Photowatt facility in
France was closed for the month-long summer shutdown customary in Europe.
    Solar Group second quarter operating earnings were $3.1 million (11.3%
operating margin), compared to $0.5 million (1.7% operating margin) a year
ago. Solar Group operating earnings for the six month period were $9.7 million
(13.8% operating margin), compared to $3.8 million (5.8% operating margin) a
year ago. The increasingly strong performance of Photowatt reflects the
benefits of significant improvements in production yields, throughput gains,
cost reduction initiatives and the continued optimization of capital
investments that were made in fiscal 2005. Also contributing to increased
earnings from operations were the benefits of Photowatt's active silicon
supply management activities, and higher selling prices to its customers.

    Solar Outlook

    The outlook for Solar continues to be very positive, however, silicon
supply remains an industry-wide concern and silicon prices have continued to
increase with year-over-year silicon pricing more than doubling. Management
believes that it has secured sources of silicon at Photowatt for a significant
amount of its capacity into the first quarter of fiscal 2007 and is continuing
to devote resources to secure additional supply to enable its operations to
grow without major disruption. To date, Photowatt has mitigated a significant
amount of the impact of silicon supply shortages and increases in the market
prices for silicon by achieving higher internal operating efficiencies.
However, Photowatt's silicon costs are expected to continue to increase during
the remainder of fiscal 2006 as its inventory of lower-priced silicon is
consumed and new silicon purchases are made at higher prices. Photowatt
continues to secure price increases with some of its customers to help offset
the increased cost of silicon. However, there remains a risk that selling
price increases and improvements in production efficiencies may not be able to
fully offset higher silicon costs. Management is currently exploring longer
term alternatives to secure additional silicon supply and continues to
reinvest the strong cash flow generation of Photowatt to fund Photowatt's
near-term capacity expansion and silicon supply initiatives. Management
believes that sufficient silicon feedstock has been secured for Solar Group's
emerging Spheral Solar Power ("SSP") operations through the end of the 2006
calendar year.
    Solar product demand is expected to remain strong well into fiscal 2007
based upon ongoing European subsidy programs, newly introduced US subsidy
programs and growing demand for clean renewable energy products. Photowatt has
initiated plans to invest approximately $9 million to increase capacity from
32 megawatts (MW) at the start of this fiscal year to 40 MW by the end of this
fiscal year.
    Strong demand for solar energy continues to create substantial interest
in SSP's products among wholesalers, distributors and retailers. Management
believes the flexible nature and durability of the SSP product gives SSP
significant competitive advantages and growth opportunities. Early feedback in
recent weeks from customers on the test and demonstration products that are in
the field has been positive, with the SSP product significantly outperforming
competitive flexible products.
    For the first time, the new SSP manufacturing factory ran continuous
production during October 2005, successfully achieving a major technical
milestone in its commercialization program. During this period, which began
three weeks ago, all equipment has been operational for each of the SSP
production processes. Management is currently gathering substantial additional
data, insight and knowledge to help achieve the primary goal of validating the
commercial manufacturability of the SSP technology. While there are numerous
risks and significant work remains to be done, management is optimistic that
this primary goal will be achieved during calendar 2006. Management believes
that the validation of the commercial manufacturability of the SSP technology
is the most critical hurdle to overcome in the commercialization of the SSP
technology and in the execution of the Solar Group's longer term strategic
plans.
    Beginning in the third quarter of fiscal 2006, ATS will recognize the
results of SSP in its consolidated statement of earnings. Revenues for the
balance of the year from SSP are not expected to be material to ATS. As
discussed in the fiscal 2005 MD&A, the SSP initiative involves significant
risks.
    In the second quarter, a special sub-committee of the ATS Board of
Directors was formed as part of the Company's continuing plans to establish
ATS Solar Group as a separate business within ATS to unlock the growth
potential and value of this promising business for ATS shareholders.

    Precision Components Group

    Second quarter PCG revenue was $21.1 million, 11% lower than the
$23.7 million in the comparable prior year period. For the six month period
ended September 30, 2005, PCG revenue was $44.9 million, 10% lower than the
comparable prior year period. Sales declined for the three and six month
periods primarily as a result of lower US-Canadian dollar exchange rates, the
previously announced discontinuation of an unprofitable customer program (see
below) as well as volatility in North American automotive markets for PCG. The
estimated negative foreign exchange impact on revenue in the quarter and for
the first six months was $1.3 million and $2.6 million, respectively. PCG
revenue in the second quarter was $2.6 million lower than in the first quarter
of fiscal 2006 mainly reflecting traditional summer plant shutdowns.
    During the fourth quarter of fiscal 2005, as a result of requesting price
increases on a program that had become unprofitable due to changes in foreign
currency exchange rates, PCG received notice that a customer program would be
terminated in the first quarter of fiscal 2006. This discontinuation reduced
revenue by approximately $1.1 million and $2.1 million in the three and six
months ended September 30, 2005, respectively, compared to the same period of
last year.
    PCG incurred an operating loss of $1.4 million compared to an operating
loss of $0.4 million in the second quarter a year ago, due to the impact of a
weaker US dollar, lower revenue caused by volatility in the automotive market
and a price reduction unilaterally imposed upon PCG by an automotive customer
that reduced earnings $0.4 million in the quarter. While PCG is vigorously
opposing this arbitrary price decrease, the Company has recorded the revenue
related to this program at the lower level because there is uncertainty as to
the ultimate resolution. Also affecting PCG operating earnings was
$0.2 million of start-up costs related to PCG's manufacturing facilities in
China, which are expected to begin ramping up production in the third quarter.
In both the second quarter of fiscal 2006 and 2005, PCG's operating results
were affected by traditional summer plant shutdowns in the automotive sector
and corresponding shutdowns in PCG operations. The estimated negative impact
of foreign currency on PCG operating earnings in the three and six months
ended September 30, 2005 was $0.6 million and $0.9 million, respectively,
compared to the comparative period in the prior year.
    PCG's operating loss for the first six months of fiscal 2006 was
$2.3 million compared to an operating loss of $0.3 million in the same period
of fiscal 2005, due partly to $1.0 million of incremental cash expenditures
incurred in the first quarter fiscal 2006 to close PCG's McAllen, Texas
facility and consolidate these assets into existing PCG operations. The
consolidation of McAllen's production is complete and all customer programs
have been transferred. All of the significant expenditures associated with the
transfer of this business have now been incurred. The remaining equipment and
building that were not transferred were sold during the quarter for a gain of
$0.1 million.

    Precision Components Outlook

    PCG continues to streamline its operations in pursuit of an earnings
recovery and continues to work toward improving its performance. In
particular, it expects to begin to achieve the benefits of closing and
consolidating its McAllen operations in the second half of fiscal 2006. These
benefits are expected to be delivered in the form of reduced operating costs
and improved PCG asset utilization. Additional gains are also expected to
accrue incrementally over the next several quarters from PCG's ongoing
enhancement initiatives including Six Sigma, improved equipment utilization
and other continuous improvement programs.
    The North American automotive market remains challenging. While the
Chapter 11 filing of Delphi did not directly affect the continuing operations
of PCG during the second quarter, the impact of this filing on PCG's customers
and suppliers in the automotive sector is anticipated to put additional
pressure on the industry. PCG continues to pursue new business to more fully
utilize existing capacity and offset the discontinuation of unprofitable
business.

    Liquidity, Cash Flow and Financial Resources

    Cash balances, net of bank indebtedness, at September 30, 2005 increased
$0.4 million during the quarter compared to the first quarter of fiscal 2006,
but decreased $55.4 million during the first six months of fiscal 2006. The
increase in cash during the second quarter was largely as a result of the
increased usage of the Company's long term credit facilities of $15.0 million,
offset by investments in property, plant and equipment and the Company's
investment in the SSP development. Cash generated from operating activities
during the quarter of $1.5 million - a decline of $45.3 million compared to
the second quarter of fiscal 2005 - was mainly due to reduced operating
earnings in the second quarter and the temporary reduction in non-cash working
capital that occurred in the second quarter of fiscal 2005.
    The Company invested $18.0 million in property, plant and equipment and
other investments (which includes deferred development), in the second quarter
of fiscal 2006, which was offset by the proceeds from the sale of a PCG
building in Texas of $2.5 million. Investments made in SSP in the second
quarter of fiscal 2006, net of government funding, were $2.5 million and
$4.7 million for capital assets and deferred development, respectively. Total
investment in the SSP initiative, net of government funding, was $120 million
at September 30, 2005, including the acquisition costs for the initial
technology, the commercialization project and a $3.6 million investment in
inventory. To date, all these costs have been capitalized on the Company's
balance sheet. The deferred development period for the SSP initiative ended on
September 30, 2005 and SSP's future revenue, expenses and operating results
will be included in the consolidated statements of earnings commencing in the
third quarter of fiscal 2006.
    During the second quarter, eight thousand stock options were exercised
for total proceeds of $80,000. At September 30, 2005 the total number of
shares outstanding was 59,070,042.
    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 September 30, 2005 was 0.2:1. At
September 30, 2005 the Company had $52 million of unutilized credit available
under existing operating and term credit facilities. The Company is in
compliance with its loan covenants.

    Share Repurchase

    In April, 2005 the Company exercised its option to purchase for
cancellation 1,974,723 ATS common shares at a price of $12.66 per share as
further described in note 5 to the Consolidated Interim Financial Statements.
The total purchase price of $25 million was funded by life insurance proceeds
of $25 million received by the Corporation in fiscal 2005 under a life
insurance policy that had been maintained in respect of the Company's founder,
Mr. Klaus Woerner, and which was established in conjunction with the execution
of the option agreement.

    Consolidated Quarterly Results

    -------------------------------------------------------------------------
    ($ in thousands,               Q2          Q1          Q4          Q3
     except per share amounts)    2006        2006        2005        2005
    -------------------------------------------------------------------------
    Revenue                    $ 154,510   $ 190,500   $ 208,695   $ 200,460
    -------------------------------------------------------------------------
    Net earnings (loss) from
     continuing operations     $  (2,995)  $   5,751   $  14,558   $   7,283
    -------------------------------------------------------------------------
    Net earnings (loss)        $  (3,329)  $   5,426   $     459   $   5,627
    -------------------------------------------------------------------------
    Basic earnings (loss) per
     share from continuing
     operations                $   (0.05)  $    0.10   $    0.24   $    0.12
    -------------------------------------------------------------------------
    Basic earnings per share   $   (0.06)  $    0.09   $    0.01   $    0.09
    -------------------------------------------------------------------------
    Diluted earnings per
     share from continuing
     operations                $   (0.05)  $    0.10   $    0.24   $    0.12
    -------------------------------------------------------------------------
    Diluted earnings per share $   (0.06)  $    0.09   $    0.01   $    0.09
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    ($ in thousands,               Q2          Q1          Q4          Q3
     except per share amounts)    2005        2005        2004        2004
    -------------------------------------------------------------------------
    Revenue                    $ 180,294   $ 181,486   $ 182,940   $ 159,844
    -------------------------------------------------------------------------
    Net earnings (loss) from
     continuing operations     $   4,684   $   3,945   $    (835)  $  (1,045)
    -------------------------------------------------------------------------
    Net earnings (loss)        $     432   $   2,780   $  (3,069)  $  (1,701)
    -------------------------------------------------------------------------
    Basic earnings (loss) per
     share from continuing
     operations                $    0.08   $    0.07   $   (0.01)  $   (0.02)
    -------------------------------------------------------------------------
    Basic earnings per share   $    0.01   $    0.05   $   (0.05)  $   (0.03)
    -------------------------------------------------------------------------
    Diluted earnings per
     share from continuing
     operations                $    0.08   $    0.07   $   (0.01)  $   (0.02)
    -------------------------------------------------------------------------
    Diluted earnings per share $    0.01   $    0.05   $   (0.05)  $   (0.03)
    -------------------------------------------------------------------------

    Note: The above information has been restated for the Precision Metals
          and 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, 2005. For the period ended September 30, 2005, the Company did not
enter into any material leases or any material contractual obligations which
would be considered outside the normal course of operations.

    November 10, 2005


                     ATS AUTOMATION TOOLING SYSTEMS INC.

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

                                Three months ended        Six months ended
    -------------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
    -------------------------------------------------------------------------
                                        (as restated)           (as restated)
    Revenue                    $ 154,510   $ 180,294   $ 345,010   $ 361,780

    Operating costs and
     expenses:
      Cost of revenue            128,070     146,484     280,717     295,557
      Amortization                 6,916       7,032      14,248      13,688
      Selling, general and
       administrative             23,037      18,956      43,609      38,207
      Stock-based compensation
       (note 4)                      358         168       1,137         333
    -------------------------------------------------------------------------
                                 158,381     172,640     339,711     347,785
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations                   (3,871)      7,654       5,299      13,995

    Other (income) expenses:
      Interest on long-term debt     466         225         839         416
      Other interest                 285         328         336         396
      Gain on sale of assets
       held for sale                (101)          -        (101)          -
    -------------------------------------------------------------------------
                                     650         553       1,074         812
    -------------------------------------------------------------------------
    Earnings (loss) from
     continuing operations
     before income taxes and
     non-controlling interest     (4,521)      7,101       4,225      13,183

    Provision for (recovery of)
     income taxes                 (1,601)      2,409       1,221       4,463
    Non-controlling interest
     in earnings of
     subsidiaries                     75           8         248          91
    -------------------------------------------------------------------------
    Net earnings (loss) from
     continuing operations        (2,995)      4,684       2,756       8,629
    Loss from discontinued
     operations, net of tax
     (note 2)                        510       4,252         835       5,417
    Extraordinary gain, net of
     tax (note 3)                   (176)          -        (176)          -
    -------------------------------------------------------------------------
    Net earnings (loss)        $  (3,329)   $    432   $   2,097   $   3,212
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings (loss) per share
     (note 6)
      Basic - from continuing
       operations              $   (0.05)   $   0.08   $    0.05   $    0.14
      Basic - from
       discontinued operations     (0.01)      (0.07)      (0.01)      (0.09)
    -------------------------------------------------------------------------
                               $   (0.06)   $   0.01   $    0.04   $    0.05
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
      Diluted - from continuing
       operations              $   (0.05)   $   0.08   $    0.05   $    0.14
      Diluted - from
       discontinued operations     (0.01)      (0.07)      (0.01)      (0.09)
    -------------------------------------------------------------------------
                               $   (0.06)   $   0.01   $    0.04   $    0.05
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    See accompanying notes to interim consolidated financial statements



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

                                Three months ended        Six months ended
    -------------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
    -------------------------------------------------------------------------
    Retained earnings,
     beginning of period       $ 199,782   $ 201,602   $ 208,120   $ 198,822
    Net earnings (loss)           (3,329)        432       2,097       3,212
    Reduction from share
     repurchase (note 5)               -           -     (13,764)          -
    -------------------------------------------------------------------------
    Retained earnings, end
     of period                 $ 196,453   $ 202,034   $ 196,453   $ 202,034
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    See accompanying notes to interim consolidated financial statements



                     ATS AUTOMATION TOOLING SYSTEMS INC.

                         Consolidated Balance Sheets
                    (in thousands of dollars - unaudited)

    -------------------------------------------------------------------------
                                                    September 30    March 31
                                                        2005          2005
    -------------------------------------------------------------------------
    ASSETS                                                      (as restated)

    Current assets:
      Cash and short-term investments                  $  23,627   $  49,529
      Accounts receivable                                120,942     141,419
      Income taxes recoverable                            15,412      12,502
      Costs and earnings in excess of billings
       on contracts in progress                          118,548     108,956
      Inventories                                         67,413      67,481
      Assets held for sale (note 2)                        3,285       5,654
      Other                                                7,440       3,749
    -------------------------------------------------------------------------
                                                         356,667     389,290

    Property, plant and equipment                        246,829     246,016
    Goodwill                                              33,436      34,750
    Intangible assets                                      3,355       3,599
    Future income tax assets                              22,252      14,539
    Deferred development costs                            50,735      41,215
    Assets held for sale (note 2)                          4,108       5,916
    Other assets                                           6,879       4,464
    -------------------------------------------------------------------------
                                                       $ 724,261   $ 739,789
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities:
      Bank indebtedness                                $  29,504   $       -
      Accounts payable and accrued liabilities            68,434     102,984
      Billings in excess of costs and earnings
       on contracts in progress                           19,171      15,352
      Future income taxes                                 29,124      27,838
    -------------------------------------------------------------------------
                                                         146,233     146,174

    Long-term debt (note 8)                               54,677      41,070
    Future income taxes                                   23,414      17,684
    Non-controlling interest                                 893         677

    Shareholders' equity:
      Share capital (note 5)                             325,964     334,966
      Retained earnings                                  196,453     208,120
      Contributed surplus                                  1,467         783
      Cumulative translation adjustment                  (24,840)     (9,685)
    -------------------------------------------------------------------------
                                                         499,044     534,184

    -------------------------------------------------------------------------
                                                       $ 724,261   $ 739,789
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    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        Six months ended
    -------------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
    -------------------------------------------------------------------------
    Cash flows from operating
     activities:
      Net earnings (loss)      $  (3,329)  $     432   $   2,097   $   3,212
      Items not involving cash     4,588      16,286      18,637      26,580
      Stock-based compensation       358         168       1,137         333
    -------------------------------------------------------------------------
      Cash flow from operations    1,617      16,886      21,871      30,125

      Change in non-cash
       operating working
       capital                       (89)     29,982     (33,938)    (22,322)
    -------------------------------------------------------------------------
                                   1,528      46,868     (12,067)      7,803

    Cash flows from investing
     activities:
      Acquisition of property,
       plant and equipment       (10,162)    (12,903)    (23,652)    (24,106)
      Cash received upon
       acquisition of
       subsidiary (note 3)           461           -         461           -
      Investments and other       (7,810)     (4,091)    (13,628)     (6,531)
      Proceeds from disposal
       of assets                   2,460           -       2,892           -
    -------------------------------------------------------------------------
                                 (15,051)    (16,994)    (33,927)    (30,637)
    Cash flows from financing
     activities:
      Bank indebtedness           (2,838)    (14,697)     29,504      15,176
      Purchase of common shares
       for cancellation (note 5)       -           -     (25,000)          -
      Proceeds from revolving
       term debt (note 8)         15,000           -      15,000           -
      Issuance of common shares       80         178       2,234         342
      Other                            -        (103)          -         (98)
    -------------------------------------------------------------------------
                                  12,242     (14,622)     21,738      15,420

    Effect of exchange rate
     changes on cash and
     short-term investments       (1,144)     (1,297)     (1,646)       (501)
    -------------------------------------------------------------------------
    Increase (decrease) in
     cash and short-term
     investments                  (2,425)     13,955     (25,902)     (7,915)

    Cash and short-term
     investments, beginning
     of period                    26,052      16,681      49,529      38,551
    -------------------------------------------------------------------------

    Cash and short-term
     investments, end
     of period                 $  23,627   $  30,636   $  23,627   $  30,636
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplementary information:
      Cash income taxes paid   $     415   $     549   $     855   $   1,552
      Cash interest paid       $     728   $     395   $   1,187   $     644
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    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 ("GAAP") and the accounting policies are
        consistent with those described in the annual consolidated financial
        statements for the year ended March 31, 2005. 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 Company's fiscal 2005 audited
        consolidated financial statements.

        (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.

        Revenue in the Solar and Precision Components segments is recognized
        at time of shipment, providing collection is reasonably assured.

        (iii) The preparation of these interim consolidated financial
        statements in conformity with generally accepted accounting
        principles requires management to make estimates and assumptions that
        may affect the reported amounts of assets and liabilities and
        disclosure of contingent assets and liabilities at the date of the
        interim consolidated financial statements and the reported amount of
        revenue and expenses during the reporting period. Actual results
        could differ from these estimates. Significant estimates and
        assumptions are used when accounting for items such as impairment of
        assets, fair value of reporting units, assets held for sale,
        warranties, income taxes, future tax assets, determination of
        estimated useful lives of intangible assets and property, plant and
        equipment, impairment of long-term investments, contracts in
        progress, inventory provisions, revenue recognition, and allowances
        for accounts receivable.

    2.  Discontinued operations and assets held for sale:

        (i)   During the three months ended March 31, 2005, the Company
        committed to a plan to sell the key operating assets, including
        certain working capital and property, plant and equipment, of its
        precision metals division of the Precision Components segment
        ("Precision Metals"). Accordingly, the results of operations and
        financial position of Precision Metals have been segregated and
        presented separately as discontinued operations and as assets held
        for sale in the accompanying interim consolidated financial
        statements. The results of the discontinued operations were as
        follows:

                                Three months ended        Six months ended
        ---------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
        ---------------------------------------------------------------------
        Revenue                $   8,428   $   6,923   $  16,776   $  15,159

        Loss from operations   $  (1,158)  $  (1,895)  $  (1,752)  $  (2,714)
        Income tax recovery          393         616         595         882
        ---------------------------------------------------------------------
        Loss from discontinued
         operations            $    (765)  $  (1,279)  $   (1,157) $  (1,832)
        ---------------------------------------------------------------------


        As the assets have not yet been sold, actual net realizable value of
        the Precision Metals assets could differ materially from management's
        current estimate. During the three months ended September 30, 2005,
        the Company reclassified approximately $1.5 million of net assets
        (March 31, 2005 - $1.3 million) as a result of the Company's decision
        to integrate a product line that had previously been classified as
        held for sale into its continuing business.

        (ii)  During the three months ended December 31, 2004, the Company
        sold the key intellectual property, inventory and operating assets of
        its thermal management products business of the Precision Components
        segment ("Thermals Business") for net proceeds of $8,600,000
        resulting in a loss of $3,173,000 ($1,738,000 after income taxes).
        Accordingly, the results of operations of the Thermals Business have
        been segregated as discontinued operations in the interim
        consolidated financial statements. The results of the discontinued
        Thermal Business were as follows:


                                Three months ended        Six months ended
        ---------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
        ---------------------------------------------------------------------
        Revenue                $       -       1,945   $       -       4,553

        Income (loss) from
         operations            $     388      (4,505)  $     489      (5,433)
        Income tax (expense)
         recovery                   (133)      1,532        (167)      1,848
        ---------------------------------------------------------------------
        Income (loss) from
         discontinued
         operations            $     255      (2,973)  $     322      (3,585)
        ---------------------------------------------------------------------


    3.  Acquisition

        During the three months ended September 30, 2005, ATS acquired the
        net assets and business of an automation business in the United
        Kingdom in order to increase installation support and sales and
        service capabilities in this region. The results of this business
        have been included in the interim consolidated financial statements
        since acquisition.

        The following table summarizes the estimated fair value of assets
        acquired and liabilities assumed as at the date of acquisition:

        Accounts receivable                                         $    845
        Costs and earnings in excess of billings on
         contracts in progress and inventories                           840
        Current liabilities                                           (1,568)
        ---------------------------------------------------------------------
        Net assets acquired excluding cash and long-term debt            117

        Cash payment from vendor                                         220
        Cash proceeds from long-term debt                                439
        Fair value of long-term debt assumed                            (402)
        ---------------------------------------------------------------------
                                                                         257
        ---------------------------------------------------------------------
        Net assets acquired                                              374
        Less: acquisition costs                                         (198)
        ---------------------------------------------------------------------
        Extraordinary gain, net of tax                                   176
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


        In accordance with GAAP, the excess of the fair value of assets
        acquired less liabilities assumed was first allocated to all of the
        acquired assets except current assets, with the remaining amount
        presented as an extraordinary gain, net of income tax.

        In conjunction with the purchase of assets, the vendor provided an
        unsecured interest free loan of GBP 200,000 that is due on July 29,
        2007. The fair value of the long-term debt was estimated using a
        discount rate of 4.5%, based on other debt instruments with similar
        characteristics.

    4.  Stock-based compensation:

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

                                Three months ended        Six months ended
        ---------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
        ---------------------------------------------------------------------
        Weighted average of
         risk-free interest
         rate                        3.4%          -         3.4%        3.6%
        Dividend yield               0.0%          -         0.0%        0.0%
        Weighted average of
         expected life (years)    5.4 yrs          -      5.2 yrs     5.5 yrs
        Expected volatility           31%          -          31%       38.0%
        Number of stock options
         granted (thousands):
          Non-performance based        8           -         440         430
          Performance based            -           -         173           -
        Weighted average of
         exercise price per
         option (dollars)      $   13.98   $       -   $   14.40   $    11.5
        Weighted average value
         per option (dollars):
          Non-performance
           based               $    5.07   $       -   $    5.04   $    4.67
          Performance based    $    4.42   $       -   $    4.42   $       -
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


        During the three months ended June 30, 2005, the Company issued
        certain performance based options. The performance based options vest
        based on the ATS stock trading at or above a threshold for a minimum
        of 20 trading days in a fiscal quarter. These performance options
        expire on the seventh anniversary of the date of the award. During
        the first quarter, 25% of the performance based options had vested.

    5.  Share repurchase option:

        During the year ended March 31, 2005, the Company received proceeds
        of $25,000,000 related to a "key-man" life insurance policy in
        respect of the death of Mr. Klaus Woerner. The insurance policy was
        entered into to provide funding for the repurchase of certain of
        ATS's shares.

        Under an agreement entered into in 1998, the Company was granted the
        option by 566226 Ontario Ltd., a corporation then controlled by
        Mr. Woerner, to repurchase all or a portion of the shares held by
        566226 Ontario Ltd. upon the death of Mr. Woerner, 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's estate. On April 18, 2005, the Company exercised its
        option to purchase for cancellation 1,974,723 shares at a price of
        $12.66 per share. The purchase price of these shares was funded by
        the $25,000,000 of life insurance proceeds.

        As a result of the share repurchase, share capital has been reduced
        by the value of $5.69 per share totaling $11.2 million. The excess
        cost to repurchase the shares over the stated value was charged to
        retained earnings.

    6.  Weighted average number of shares:

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

                                Three months ended        Six months ended
        ---------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
        ---------------------------------------------------------------------
        Basic                     59,069      60,725      59,176      60,705
        Diluted                   59,069      60,915      59,427      60,920
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


    7.  Segmented disclosure:

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

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

                                Three months ended        Six months ended
        ---------------------------------------------------------------------
                               September   September   September   September
                                30, 2005    30, 2004    30, 2005    30, 2004
        ---------------------------------------------------------------------
                                        (as restated)           (as restated)
        Revenue
          Automation Systems   $ 109,092   $ 132,820   $ 236,619   $ 256,702
          Solar                   27,237      28,253      70,120      65,364
          Precision Components    21,134      23,723      44,914      49,963
          Elimination of
           inter-segment
           revenue                (2,953)     (4,502)     (6,643)    (10,249)
        ---------------------------------------------------------------------
        Consolidated           $ 154,510   $ 180,294   $ 345,010   $ 361,780
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Earnings (loss) from
         operations
          Automation Systems   $  (3,094)  $  10,248   $   3,858   $  16,657
          Solar                    3,070         477       9,696       3,773
          Precision Components    (1,379)       (394)     (2,336)       (290)
          Inter-segment
           elimination and
           corporate expenses     (2,468)     (2,677)     (5,919)     (6,145)
        ---------------------------------------------------------------------
        Consolidated           $  (3,871)  $   7,654   $   5,299   $  13,995
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------


    8.  Long-term debt:

        During the three months ended September 30, 2005, the Company drew
        upon an additional $15 million of the unsecured revolving bank credit
        facility.

    9.  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, Solar and Precision Components volumes, and the Company's
        earnings in any of its markets.



    %SEDAR: 00002017E



For further information: Carl Galloway, Vice President and Treasurer, Gerry Beard, Vice President and Chief Financial Officer, (519) 653-6500

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