ATS reports second quarter fiscal 2014 results

CAMBRIDGE, ON, Nov. 6, 2013 /CNW/ - ATS Automation Tooling Systems Inc. (TSX: ATA) ("ATS" or the "Company") today reported financial results for the three and six months ended September 29, 2013 for its continuing operations (Automation Systems Group or "ASG") and discontinued operations ("Solar").

Second Quarter Summary

  • Revenues from continuing operations were $154.6 million, 9% higher than fiscal 2013 second quarter revenues of $141.4 million and 3% higher than first quarter fiscal 2014 revenues of $150.0 million;

  • EBITDA was $17.6 million, which included $0.9 million of acquisition related costs. Normalized for those costs, EBITDA was $18.5 million (12% EBITDA margin) compared to $16.7 million (12% EBITDA margin) in the second quarter a year ago and $18.0 million (12% EBITDA margin) in the first quarter of fiscal 2014;

  • Earnings from continuing operations normalized to exclude acquisition related costs were $15.3 million (10% operating margin), compared to $13.8 million (10% operating margin) in the second quarter a year ago and $14.9 million (10% operating margin) in the first quarter of fiscal 2014;

  • Normalized Basic Earnings Per Share (EPS) from continuing operations were $0.13 compared to $0.11 a year ago. Normalized Diluted EPS were $0.15, reflecting EPS from continuing operations of $0.12 and EPS from discontinued operations of $0.03, up from $0.09 a year ago;

  • Order Bookings were $110 million compared to $112 million in the second quarter a year ago and $165 million in the first quarter of fiscal 2014;

  • Period end Order Backlog was $355 million, down 2% from $361 million in the second quarter a year ago and down 14% from $415 million in the first quarter of fiscal 2014;

  • The Company's balance sheet and financial capacity to support growth remained strong, with cash net of debt in continuing operations of $139.0 million at September 29, 2013, unutilized credit facilities of $166.7 million and $26.5 million of credit available under letter of credit facilities; and

  • The Company completed its acquisition of IWK Verpackungstechnik GmbH and OYSTAR IWK USA, Inc. (collectively "IWK") subsequent to the end of the second quarter of fiscal 2014.

Financial Results

In millions of Canadian dollars,
except per share data
3 months ended
September 29,
2013
3 months ended
September 30,
2012
6 months ended
September 29,
2013
6 months ended
September 30,
2012
Revenues Continuing
Operations
    $             154.6    $             141.4     $              304.6     $              293.7
Discontinued
Operations
$                  -- $                 0.6 $                  1.1 $                  1.2
Earnings from
Operations1
Continuing
Operations
$              14.4 $               13.8 $                27.1 $                29.0
Normalized
Earnings from
Operations1
Continuing
Operations
$               15.3 $               13.8 $               30.2 $                29.0
Normalized
EBITDA1
Continuing
Operations
$               18.5 $               16.7 $                36.5 $                34.8
Net income (loss) Continuing
Operations
$               10.4 $                 9.7 $                18.9 $                21.5
Discontinued
Operations
$                2.5 $                (1.8) $                13.5 $               (3.8)
Earnings (loss) per
share
From continuing
operations (basic)
$                0.12 $                0.11 $               0.22 $                0.24
From discontinued
operations (basic)
$                0.03 $               (0.02) $                0.15 $               (0.04)
From continuing
operations (diluted)
$                0.11 $                0.11 $                0.21 $                0.24
From discontinued
operations (diluted)
$                0.03 $               (0.02) $                0.15 $               (0.04)

1 Non-IFRS measures

"Second quarter performance reflected our strong financial and operating foundation," said Anthony Caputo, Chief Executive Officer. "Strategically, we made progress on our value creation plan with the acquisition of IWK, an industry leader in the tube filling and cartoning machinery markets for the pharmaceutical and personal care industries. As we work to integrate IWK, we remain focused on continuing to grow our business, both organically and through acquisition."

Second Quarter Summary Continuing Operations
Fiscal 2014 second quarter revenues were 9% higher than in the corresponding period a year ago. By industrial market, revenues generated in the energy market increased 65% on higher Order Backlog entering the second quarter compared to a year ago reflecting increased activity in the nuclear and solar energy markets. Revenues from life sciences increased 21% year over year due to continued market strength and higher Order Backlog entering the second quarter compared to a year ago. Transportation revenues increased 1% compared to a year ago primarily reflecting the timing of various larger programs. Revenues generated in the consumer products & electronics markets decreased by 34% which reflected lower Order Backlog entering the second quarter compared to a year ago due to reduced activity, primarily in the consumer products market.

Fiscal 2014 second quarter EBITDA was $17.6 million (11% EBITDA margin) compared to $16.7 million (12% EBITDA margin) in the second quarter of fiscal 2013. EBITDA normalized for $0.9 million of IWK acquisition costs was $18.5 million (12% EBTIDA margin) in the second quarter.  Higher normalized EBITDA primarily reflected higher revenues and lower SG&A spending, partially offset by higher stock-based compensation costs compared to the corresponding period a year ago. Depreciation and amortization expense was $3.2 million in the second quarter of fiscal 2014, compared to $2.9 million a year ago.

Earnings from operations were $14.4 million (9% operating margin) up from $13.8 million (10% operating margin) in the second quarter of fiscal 2013. Normalized for the IWK acquisition  costs, second quarter fiscal 2014 earnings from operations were $15.3 million (10% operating margin).

ASG Order Bookings
Second quarter fiscal 2014 Order Bookings were $110 million, a 2% decrease from the second quarter of fiscal 2013. Lower Order Bookings primarily reflected the timing of various larger opportunities in the transportation market, partially offset by increased Order Bookings in consumer products & electronics, and in life sciences on continued strong market activity.

Business Acquisition - IWK
On September 30, 2013, subsequent to the second quarter, the Company completed its acquisition of IWK.  IWK is a leader in technology driven high performance tube filling and cartoning machinery for the pharmaceutical and personal care industries. The acquisition of IWK aligns with ATS's strategy of scaling its leading position in the global automation market and enhancing growth opportunities, particularly in strategic customer segments and with technology leadership.  IWK brought new relationships with key pharmaceutical and personal care customers and added core capability in primary packaging (tube fillers) and secondary packaging (cartoners), which management expects can be leveraged into other markets ATS currently serves. IWK also allows ATS to consider future acquisition possibilities that would be a strategic fit with IWK and provide the Company with deep capabilities across several core elements of the customer value chain.

In calendar 2012, IWK had revenues of approximately 82 million Euro and EBITDA of approximately 11 million Euro.  Sales to customers in the pharmaceuticals and personal care sectors evenly account for over 90% of IWK worldwide revenues. New equipment systems and standard automation each account for approximately 30% of total revenues, with services accounting for the remaining 40% of total revenues. European and North American markets each account for approximately a third of revenues, Asia 25%, and the balance primarily in South America.

The Company has started to integrate IWK into ATS, where it will serve as the filling centre of excellence (primary and secondary packaging) within the Company. IWK brings a strong and experienced management team that will continue to drive the business. Opportunities to improve profitability will be pursued through improved supply chain management, better leveraging of the Company's global footprint and deploying IWK's service model and capability to all of ATS. The addition of IWK to the group also provides the Company with an opportunity to realign its operations and improve the global cost structure of its base ASG business. In this regard, the Company expects to incur charges of approximately $2.0 million in the third quarter of fiscal 2014.

The acquisition is expected to be immediately accretive to earnings per share and cash flow per share. The Company expects approximately 50% of the purchase price will be allocated to goodwill, with the majority of the remaining purchase price primarily allocated to depreciable intangible assets.

Total cash consideration paid for IWK in the third fiscal quarter, pending post-closing adjustments, was $140.5 million (101.4 million Euro).  In addition, the Company incurred $0.9 million of transaction costs in the second quarter of fiscal 2014 related to the acquisition.  The cash consideration of the purchase price, along with transaction costs, were primarily funded with existing cash on hand and proceeds from long-term debt of $40.0 million.  This acquisition will be accounted for as a business combination with the Company as the acquirer of IWK.  The purchase method of accounting will be used and the earnings of IWK will be consolidated beginning from the acquisition date, September 30, 2013.  For additional information on the acquisition of IWK, refer to note 20 of the interim consolidated financial statements.

Second Quarter Summary of Discontinued Operations: Solar
Ontario Solar recorded income of $2.5 million in the second quarter of fiscal 2014, primarily due to the reversal of a $3.0 million warranty provision which was no longer required following the resolution of an outstanding claim during the second quarter of fiscal 2014.  The second quarter loss a year ago was $1.8 million.

For the six months ended September 29, 2013, a gain on sale of $13.8 million reflected gains of $10.8 million from the sale of a 75% ownership interest in four ground-mount solar projects by Ontario Solar's 50% owned joint operation Ontario Solar PV Fields ("OSPV") and $3.0 million from the sale of Ontario Solar's manufacturing assets and inventory.

OSPV has signed a definitive agreement for the sale of its other three ground-mount solar projects. This transaction is subject to a number of approvals and conditions, including the purchaser securing financing for the projects.  The Company expects the transaction to close in fiscal 2014.  OSPV will retain 25% ownership of the projects until the projects reach commercial operation, which is expected to occur in calendar 2014.  Net proceeds to ATS are expected to be approximately $10 million, and are expected to be paid based on the projects achieving certain development milestones.

Quarterly Conference Call
ATS's quarterly conference call begins at 10 am eastern on Wednesday November 6 and can be accessed live at www.atsautomation.com or on the phone by dialing 416 644 3414 five minutes prior. A replay of the conference will be available on the ATS website following the call. Alternatively, a telephone recording of the call will be available for one week (until midnight November 13, 2013) by dialing 416-640-1917 and entering passcode 4647592 followed by the number sign.

About ATS
ATS Automation provides innovative, custom designed, built and installed manufacturing solutions to many of the world's most successful companies. Founded in 1978, ATS uses its industry-leading knowledge and global capabilities to serve the sophisticated automation systems' needs of multinational customers in industries such as consumer products & electronics, energy, life sciences and transportation. It also leverages its many years of experience and skills to fulfill the specialized automation product manufacturing requirements of customers. Through its Ontario solar business, ATS participates in the solar energy industry. ATS employs approximately 2,600 people at 23 manufacturing facilities in Canada, the United States, Europe, Southeast Asia and China. The Company's shares are traded on the Toronto Stock Exchange under the symbol ATA. Visit the Company's website at www.atsautomation.com.

Management's Discussion and Analysis
For the Quarter Ended September 29, 2013

This Management's Discussion and Analysis ("MD&A") for the three and six months ended September 29, 2013 (second quarter of fiscal 2014) is as of November 5, 2013 and provides information on the operating activities, performance and financial position of ATS Automation Tooling Systems Inc. ("ATS" or the "Company") and should be read in conjunction with the unaudited interim consolidated financial statements of the Company for the second quarter of fiscal 2014 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are reported in Canadian dollars. The Company assumes that the reader of this MD&A has access to, and has read the audited consolidated financial statements prepared in accordance with IFRS and MD&A of the Company for the year ended March 31, 2013 (fiscal 2013) and, accordingly, the purpose of this document is to provide a second quarter update to the information contained in the fiscal 2013 MD&A. Additional information is contained in the Company's filings with Canadian securities regulators, including its Annual Information Form, found on SEDAR at www.sedar.com and on the Company's website at www.atsautomation.com.

Notice to Reader: Non-IFRS Measures
Throughout this document the term "operating earnings" is used to denote earnings (loss) from operations. EBITDA is also used and is defined as earnings (loss) from operations excluding depreciation and amortization (which includes amortization of intangible assets). The term "margin" refers to an amount as a percentage of revenue. The terms "earnings (loss) from operations", "operating earnings", "margin", "operating loss", "operating results", "operating margin", "EBITDA", "Order Bookings" and "Order Backlog" do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Operating earnings and EBITDA are some of the measures the Company uses to evaluate the performance of its segments. Management believes that ATS shareholders and potential investors in ATS use non-IFRS financial measures such as operating earnings and EBITDA in making investment decisions and measuring operational results. A reconciliation of operating earnings and EBITDA to net income from continuing operations for the three and six month periods ending September 29, 2013 and September 30, 2012 is contained in this MD&A (see "Reconciliation of EBITDA to IFRS Measures"). EBITDA should not be construed as a substitute for net income determined in accordance with IFRS.

Order Bookings represent new orders for the supply of automation systems, services and products that management believes are firm. Order Backlog is the estimated unearned portion of ASG revenues on customer contracts that are in process and have not been completed at the specified date. A reconciliation of Order Bookings and Order Backlog to total Company revenues for the three and six month periods ending September 29, 2013 and September 30, 2012 is contained in the MD&A (see "ASG Order Backlog Continuity").

COMPANY PROFILE
ATS Automation Tooling Systems Inc. provides innovative, custom designed, built and installed manufacturing solutions to many of the world's most successful companies. Founded in 1978, ATS's Automation Systems Group ("ASG") uses its industry-leading knowledge and global capabilities to serve the sophisticated automation systems' needs of multinational customers in industries such as life sciences, transportation, energy, consumer products and electronics. ATS also leverages its many years of experience and skills to fulfill the specialized automation product manufacturing requirements of customers. ATS employs approximately 2,600 people at 23 manufacturing facilities in Canada, the United States, Europe, Southeast Asia and China. The Company's Solar segment, which is classified as discontinued operations, serves the Ontario market.

Value Creation Strategy
To drive value creation, the Company implemented a three-phase strategic plan: (1) fix the business (improve the existing operations, gain operating control of the business and earn credibility); (2) separate the businesses (create a standalone ASG business, monetize non-core assets and strengthen the balance sheet); and (3) grow (both organically and through acquisition). The Company has made significant progress in each phase of its Value Creation Strategy, including, the separation of solar assets (see "Discontinued Operations: Solar" and "Solar Separation and Outlook").

Accordingly, in June 2012, the ATS Board of Directors approved the next phase of the Company's strategy: Grow, Expand and Scale. The strategy is designed to leverage the strong foundation of ATS's core automation business, continue the growth and development of ATS and create value for all stakeholders.

Grow
To further the Company's organic growth, ASG will continue to target providing comprehensive, value-based programs and enterprise solutions for customers built on differentiating technological solutions, value of customer outcomes achieved and global capability.

Expand
The Company seeks to expand its offering of products and services to the market.  The Company intends to build on its automation systems business to offer: engineering, including design, modelling and simulation, and program management; products, including contract manufacturing, automation and other manufacturing products; and services, including pre automation, post automation, training, life cycle material management, and other services.  Although engineering, products and services are part of ATS's portfolio today, the Company has significant room to grow these offerings in the future.

Scale
The Company is also committed to growth through acquisition and has the organizational structure, business processes and the experience to successfully integrate acquired companies. Acquisition opportunities are targeted and evaluated on their ability to bring ATS market or technology leadership, scale and/or an opportunity brought on by a weak economic environment. For each of ASG's markets, the Company has analyzed the capability value chain and made a grow, team or acquire decision. Financially, targets are reviewed on a number of criteria including their potential to add accretive earnings to current operations.

Business Acquisition - IWK
On September 30, 2013, subsequent to the second quarter, the Company completed its acquisition of IWK Verpackungstechnik GmbH and OYSTAR IWK USA, Inc. (collectively "IWK").  IWK is a leader in technology driven high performance tube filling and cartoning machinery for the pharmaceutical and personal care industries. The acquisition of IWK aligns with ATS's strategy of scaling its leading position in the global automation market and enhancing growth opportunities, particularly in strategic customer segments and with technology leadership.  IWK brought new relationships with key pharmaceutical and personal care customers and added core capability in primary packaging (tube fillers) and secondary packaging (cartoners), which management expects can be leveraged into other markets ATS currently serves. IWK also allows ATS to consider future acquisition possibilities that would be a strategic fit with IWK and provide the Company with deep capabilities across several core elements of the customer value chain.

In calendar 2012, IWK had revenues of approximately 82 million Euro and EBITDA of approximately 11 million Euro.  Sales to customers in the pharmaceuticals and personal care sectors evenly account for over 90% of IWK worldwide revenues. New equipment systems and standard automation each account for approximately 30% of total revenues, with services accounting for the remaining 40% of total revenues. European and North American markets each account for approximately a third of revenues, Asia 25%, and the balance primarily in South America.

The Company has started to integrate IWK into ATS, where it will serve as the filling centre of excellence (primary and secondary packaging) within the Company. IWK brings a strong and experienced management team that will continue to drive the business.  The acquisition is expected to be immediately accretive to earnings per share and cash flow per share. The Company expects approximately 50% of the purchase price will be allocated to goodwill, with the majority of the remaining purchase price primarily allocated to depreciable intangible assets.

Total cash consideration paid for IWK in the third fiscal quarter, pending post-closing adjustments, was $140.5 million (101.4 million Euro).  In addition, the Company incurred $0.9 million of transaction costs related to the acquisition.  The cash consideration of the purchase price, along with transaction costs, were primarily funded with existing cash on hand and proceeds from long-term debt of $40.0 million.  This acquisition will be accounted for as a business combination with the Company as the acquirer of IWK.  The purchase method of accounting will be used and the earnings of IWK will be consolidated beginning from the acquisition date, September 30, 2013.  For additional information on the acquisition of IWK, refer to note 20 of the interim consolidated financial statements.

OVERVIEW - OPERATING RESULTS FROM CONTINUING OPERATIONS
Results from continuing operations comprise the results of ASG and corporate costs not directly attributable to Solar. The results of the Solar segment are reported as discontinued operations.

Consolidated Revenues from Continuing Operations
(In millions of dollars)

  Three Months
Ended
Three Months
Ended
Six Months
Ended
Six Months
Ended
  September 29,
2013
September 30,
2012
September 29,
2013
September 30,
2012
Revenues by market        
  Consumer products & electronics $           8.7 $            13.2 $           22.0       $           32.6
  Energy             12.4                      7.5              18.7                    19.2
  Life sciences             70.3                     58.0            136.4                  110.7
  Transportation               63.2                     62.7              127.5                  131.2
Total revenues from continuing operations       $       154.6       $          141.4 $         304.6           $         293.7

Second Quarter
Fiscal 2014 second quarter revenues were 9% higher than in the corresponding period a year ago. By industrial market, the 34% decrease in consumer products & electronics revenues reflected lower Order Backlog entering the second quarter compared to a year ago due to reduced activity, primarily in the consumer products market. Revenues generated in the energy market increased 65% on higher Order Backlog entering the second quarter compared to a year ago reflecting increased activity in the nuclear and solar energy markets. Revenues from life sciences increased 21% year over year due to continued market strength and higher Order Backlog entering the second quarter compared to a year ago. Transportation revenues increased 1% compared to a year ago primarily reflecting the timing of various larger programs.

Year-to-date
Revenues for the six months ended September 29, 2013 were 4% higher than the corresponding period a year ago primarily as a result of increased Order Backlog entering the fiscal year compared to a year ago. By industrial market, year-to-date revenues from energy and consumer products & electronics markets decreased 3% and 33% respectively compared to the same period a year ago, primarily on decreased Order Backlog entering the fiscal year compared to a year ago. Revenues from the life sciences market increased 23% compared to the same period a year ago primarily due to increased Order Backlog entering the fiscal year compared to a year ago. Transportation revenues decreased 3% compared to the same period a year ago primarily reflecting the timing of various larger programs.

Consolidated Operating Results
(In millions of dollars)

  Three Months
Ended
Three Months
Ended
Six Months
Ended
Six Months
Ended
  September 29,
2013
September 30,
2012
September 29,
2013
September 30,
2012
         
Earnings from operations       $        14.4       $          13.8       $       27.1       $       29.0
Depreciation and amortization                  3.2                  2.9               6.2               5.8
EBITDA       $        17.6       $          16.7       $       33.3       $       34.8

Second Quarter
Fiscal 2014 second quarter earnings from operations were $14.4 million (9% operating margin) compared to $13.8 million (10% operating margin) in the second quarter of fiscal 2013. Second quarter fiscal 2014 earnings from operations included $0.9 million of costs incurred related to the acquisition of IWK. Normalized for those costs, second quarter fiscal 2014 earnings from operations were $15.3 million (10% operating margin).

Higher normalized earnings from operations primarily reflected higher revenues and lower SG&A spending, partially offset by higher stock-based compensation costs compared to the corresponding period a year ago. Depreciation and amortization expense was $3.2 million in the second quarter of fiscal 2014, compared to $2.9 million a year ago.

EBITDA was $17.6 million (11% EBITDA margin) compared to $16.7 million (12% EBITDA margin) in the second quarter of fiscal 2013. EBITDA normalized for the $0.9 million of IWK acquisition costs was $18.5 million (12% EBTIDA margin) in the second quarter.

Year-to-date
For the six months ended September 29, 2013, earnings from operations were $27.1 million (9% operating margin) compared to $29.0 million (10% operating margin) in the corresponding period a year ago. Excluding $2.7 million of restructuring charges incurred to re-balance global capacity and improve the Company's cost structure and $0.9 million of costs related to the acquisition of IWK, fiscal 2014 earnings from operations were $30.7 million (10% operating margin).

Higher normalized earnings from operations primarily reflected higher revenues and lower SG&A spending, partially offset by higher stock-based compensation costs compared to the corresponding period a year ago. Depreciation and amortization expense was $6.2 million in the first six months of fiscal 2014, generally consistent with the $5.8 million expensed in the same period a year ago.

EBITDA was $33.3 million (11% EBITDA margin) compared to $34.8 million (12% EBITDA margin) in the first six months of fiscal 2013.  Fiscal 2014 EBITDA, normalized for restructuring charges of $2.7 million and $0.9 million of IWK acquisition costs, was $36.9 million (12% EBITDA margin).

ASG Order Bookings
Second quarter fiscal 2014 Order Bookings were $110 million, a 2% decrease from the second quarter of fiscal 2013. Lower Order Bookings primarily reflected the timing of various larger opportunities in the transportation market, partially offset by increased Order Bookings both in consumer products & electronics, and in life sciences on continued strong market activity.

Milestone payments of 15 million Euro related to the Nigeria enterprise program were received during the first quarter of fiscal 2014 resulting in total payments received in relation to this program of approximately 25 million Euro. The Company will record the balance of the Order Booking and Order Backlog if and when financial close is reached or as additional milestone payments are received.

ASG Order Backlog Continuity
(In millions of dollars)

  Three Months
Ended
Three Months
Ended
Six Months
Ended
Six Months
Ended
  September 29,
2013
September 30,
2012
September 29,
2013
September 30,
2012
                 
Opening Order Backlog       $  415       $  397       $  398       $  382
Revenues           (155)      (141)   (305)     (294)
Order Bookings        110       112       275       280
Order Backlog adjustments1      (15)         (7)    (13)   (7)
Total       355 $  361       $ 355 $  361
1 Order Backlog adjustments include foreign exchange adjustments and cancellations.

ASG Order Backlog by Industry
(In millions of dollars)

As at                 September 29,
2013
September 30,
2012
Consumer products & electronics                       $             29    $ 27
Energy                                45   16
Life sciences                              143                   136
Transportation                                  138   182
Total                      $            355    $       361

At September 29, 2013, Order Backlog was $355 million, 2% lower than at September 30, 2012.  Lower Order Backlog primarily reflected lower Order Bookings in the transportation market due to the timing of certain opportunities, which has been partially offset by improved conditions in the nuclear energy market.

ASG Outlook
The general global economic environment remains uncertain.  In North America, the U.S. and Canadian economies have shown signs of improvement, but growth remains slow.  Economic growth has slowed in China and other parts of Asia.  In Europe, the economy has shown signs of stabilizing, but markets continue to be weak and the Eurozone sovereign debt crisis remains a significant risk to the region. This has the potential to result in tighter credit markets which could negatively impact demand, particularly for the Company's European operations, and may cause volatility in Order Bookings. Overall, a prolonged or more significant downturn in an economy where the Company operates could negatively impact Order Bookings. Impacts on demand for the Company's products and services may lag behind global macroeconomic trends due to the strategic nature of the Company's programs to its customers and long lead times on projects.

Many customers remain cautious in their approach to capital investment; however, activity in the life sciences and transportation markets remains strong. The Company has seen increased activity in energy markets such as nuclear and oil and gas; however, the solar energy market remains weak due to reductions in solar feed-in-tariffs. Activity in the consumer products & electronics market also remains soft.

The Company's sales organization will continue to work to engage with customers on enterprise-type solutions. The Company expects that engaging with customers in this manner will provide ATS with more strategic relationships, increased predictability, better program control and less sensitivity to macro-economic forces. This approach to market may cause variability in Order Bookings from quarter to quarter and, as is already the case, lengthen the performance period and revenue recognition for certain customer programs. The Company expects its Order Backlog of $355 million at the end of the second quarter of fiscal 2014 to mitigate the impact of volatile Order Bookings on revenues in the short term.

The addition of IWK provides core capabilities and customers that are new to ATS.  This is expected to result in cross-selling opportunities and further key account development. ATS's approach to market will be rolled out within IWK to support its growth.  Management expects to leverage IWK's established product development and after market service capabilities across the ATS organization.

Management's disciplined focus on program management, cost reductions, standardization and quality put ATS in a strong competitive position to capitalize on opportunities going forward and sustain performance in challenging market conditions. Management expects that the application of its ongoing efforts to improve its cost structure, business processes, leadership and supply chain management will continue to have a positive impact on ATS operations. The separation of Solar (see "Discontinued Operations: Solar" and "Solar Separation and Outlook") has allowed the Company to revert capacity in its Cambridge, Ontario campus to its core ASG business. In this regard, early in fiscal 2014, the Company implemented changes designed to re-balance its global capacity and improve its cost structure. As a result, the Company has incurred charges of $2.7 million in fiscal 2014.

Regarding IWK, opportunities to improve profitability will be pursued through improved supply chain management, better leveraging of the Company's global footprint and deploying IWK's service model and capability to all of ATS. The addition of IWK to the group also provides the Company with an opportunity to realign its operations and improve the global cost structure of its base ASG business. In this regard, the Company expects to incur charges of approximately $2.0 million in the third quarter of fiscal 2014.

The Company is seeking to expand its position in the global automation market organically and through acquisition. The Company's strong financial position provides a solid foundation and the flexibility to pursue its growth strategy.

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS
(In millions of dollars, except per share data)

  Three Months
Ended
Three Months
Ended
Six Months
Ended
Six Months
Ended
  September 29,
2013
September 30,
2012
September 29,
2013
September 30,
2012
Revenues $           154.6 $          141.4 $         304.6 $          293.7
Cost of revenues   114.7   103.7   225.3               215.8
Selling, general and administrative              22.9                23.3               48.3              47.3
Stock-based compensation                2.6                   0.6               3.9                   1.6
Earnings from operations    $            14.4 $            13.8 $           27.1 $            29.0
Net finance costs $            0.5  $              0.5 $             1.1 $              0.7
Provision for income taxes   3.5   3.6   7.1   6.8
Net income from continuing operations      $             10.4 $              9.7 $           18.9 $            21.5
Gain (loss) from discontinued operations, net of tax      $             2.5 $            (1.8) $           13.5 $            (3.8)
Net income    $            12.9 $              7.9 $          32.4 $            17.7
Earnings per share                
Basic from continuing operations $            0.12 $             0.11 $          0.22 $            0.24
Basic from discontinued operations               0.03             (0.02)            0.15             (0.04)
         $            0.15 $             0.09 $          0.37 $            0.20
Diluted from continuing operations $            0.11 $             0.11 $          0.21 $            0.24
Diluted from discontinued operations             0.03             (0.02)            0.15             (0.04)
         $            0.14 $             0.09 $          0.36 $            0.20

Revenues.  At $154.6 million, consolidated revenues from continuing operations for the second quarter of fiscal 2014 were $13.2 million or 9% higher than in the corresponding period a year ago. At $304.6 million, year-to-date revenues were $10.9 million or 4% higher than for the same period a year ago. See "Overview - Operating Results from Continuing Operations".

Cost of revenues.  At $114.7 million, second quarter fiscal 2014 cost of revenues increased over the corresponding period a year ago by $11.0 million or 11% primarily on higher revenues. Year-to-date cost of revenues of $225.3 million increased by $9.5 million or 4%, primarily on higher revenues generated compared to the corresponding period.

At 26%, gross margin in the second quarter of fiscal 2014 was consistent with the corresponding period a year ago. Year-to-date gross margin of 26% was consistent with the 27% gross margin in the corresponding period a year ago.

Selling, general and administrative ("SG&A") expenses. SG&A expenses for the second quarter of fiscal 2014 were $22.9 million. Excluding $0.9 million of professional fees incurred in relation to the acquisition of IWK, SG&A expenses were $1.3 million or 6% lower than the $23.3 million incurred in the corresponding period last year. Lower SG&A costs primarily reflected improvements made to the Company's cost structure and lower professional fees.

For the six months ended September 29, 2013, SG&A expenses were $48.3 million, which included $2.7 million of restructuring charges and $0.9 million of professional fees related to the acquisition of IWK. Normalized for the restructuring charges and acquisition costs, year to date SG&A spending was $44.7 million, $2.6 million or 5% lower compared to the same period a year ago. Lower SG&A costs primarily reflected improvements made to the Company's cost structure.

Stock-based compensation cost. Stock-based compensation expenses of $2.6 million in the second quarter of fiscal 2014 increased from $0.6 million in the corresponding period a year ago. For the six month period ended September 29, 2013, stock-based compensation expense increased to $3.9 million from $1.6 million a year earlier.  The increase in stock-based compensation costs over both periods is due to the revaluation of deferred stock units, share appreciation rights and restricted share units, primarily related to an increase in the market price of the Company's shares.

Earnings from operations. For the three and six month periods ended September 29, 2013, consolidated earnings from operations were $14.4 million and $27.1 million respectively (operating margins of 9% in both periods), compared to earnings from operations of $13.8 million and $29.0 million a year ago (operating margins of 10% in both periods). See "Overview - Operating Results from Continuing Operations".

Net finance costs. Net finance costs were $0.5 million in the second quarter of fiscal 2014, which were consistent with the corresponding period a year ago.  For the six months ended September 29, 2013, finance costs were $1.1 million compared to $0.7 million in the corresponding period a year ago. The increase in net finance costs reflected higher costs associated with the new, larger Credit Agreement.

Provision for income taxes. For the three and six months ended September 29, 2013, the Company's effective income tax rate of 25% and 27% respectively, differed from the combined Canadian basic federal and provincial income tax rate of 26% primarily as a result of income earned in certain jurisdictions with different statutory tax rates.

Net income from continuing operations. Fiscal 2014 second quarter net income from continuing operations was $10.4 million (12 cents per share basic, 11 cents per share diluted) compared to $9.7 million (11 cents per share basic and diluted) for the second quarter of fiscal 2013. Net income from continuing operations in the six months ended September 29, 2013 was $18.9 million (22 cents per share basic, 21 cents per share diluted) compared to $21.5 million (24 cents per share basic and diluted) for the corresponding period a year ago.

Reconciliation of EBITDA to IFRS Measures
(In millions of dollars)

                                Three Months
Ended
September 29,
2013
      Three Months
   Ended
      September 30,
2012
EBITDA                    $              17.6              $              16.7
Less: depreciation and amortization expense                                                     3.2                            2.9
Earnings from operations                      $              14.4              $              13.8
Less: net finance costs                                                    0.5                                0.5
Provision for income taxes                                                     3.5                                3.6
Net income from continuing operations                      $              10.4              $                9.7
         
         
                                Six Months
Ended
September 29,
2013
      Six Months
   Ended
      September 30,
2012
EBITDA                    $              33.3              $              34.8
Less: depreciation and amortization expense                                                     6.2                            5.8
Earnings from operations                      $              27.1              $              29.0
Less: net finance costs                                                     1.1                                0.7
Provision for income taxes                                                     7.1                                6.8
Net income from continuing operations                      $              18.9              $              21.5


DISCONTINUED OPERATIONS: SOLAR
(In millions of dollars)

  Three Months
Ended
September 29,
2013
Three Months
Ended
September 30,
2012
Six Months
Ended
September 29,
2013
Six Months
    Ended
September 30,
2012 
Total revenues         $               -- $          0.6              $           1.1 $          1.2
Gain on sale                           --                        --                          13.8                        --
Income (loss) from    
discontinued operations
               2.5 (1.8)                            13.5 (3.8)
         

Second Quarter
Revenues
Fiscal 2014 second quarter revenues of $nil were $0.6 million lower than in the second quarter of fiscal 2013. During the first quarter of fiscal 2014, the manufacturing assets were sold and the business wound up.

Income (loss) from Discontinued Operations
Ontario Solar recorded income of $2.5 million in the second quarter of fiscal 2014. Ontario Solar's income was primarily generated on the reversal of a $3.0 million warranty provision which the Company determined was no longer required due to the resolution of an outstanding claim during the second quarter of fiscal 2014. The second quarter loss a year ago was $1.8 million.

Year-to-date
Revenues
Revenues for the six months ended September 29, 2013 of $1.1 million were 8% lower than in the same period of fiscal 2013 reflecting the sale of manufacturing assets and business cessation.

Gain on sale
For the six months ended September 29, 2013, a gain on sale of $13.8 million reflected gains of $10.8 million from the sale of a 75% ownership interest in four ground-mount solar projects by Ontario Solar's 50% owned joint operation Ontario Solar PV Fields ("OSPV") and $3.0 million from the sale of Ontario Solar's manufacturing assets and inventory.

Income (loss) from Discontinued Operations
Ontario Solar recorded $13.5 million of income in the six months ended September 29, 2013 compared to losses from operations from the corresponding period a year ago of $3.8 million.

Solar Separation and Outlook
During the six months ended September 29, 2013, OSPV sold four ground-mount solar projects, representing approximately 34 megawatts (MWs).  OSPV will retain 25% ownership of the projects until they reach commercial operation, which is expected in calendar 2014.

Net proceeds to the Company are expected to be $21.4 million, of which the Company received gross proceeds of $15.4 million during the first quarter of fiscal 2014 and $0.5 million during the year ended March 31, 2013.  The remaining proceeds are expected to be received when the projects achieve commercial operation, which is expected to occur in calendar 2014.

During the six months ended September 29, 2013, the Company sold its Ontario Solar manufacturing assets and inventory. Net proceeds to the Company were $6.5 million of which two-thirds was received during the three months ended June 30, 2013, with the final one-third received in the third quarter of fiscal 2014.

OSPV has signed a definitive agreement for the sale of its other three ground-mount solar projects. This transaction is subject to a number of approvals and conditions, including the purchaser securing financing for the projects.  The Company expects the transaction to close in fiscal 2014.  OSPV will retain 25% ownership of the projects until the projects reach commercial operation, which is expected to occur in calendar 2014.  Net proceeds to ATS are expected to be approximately $10 million, and are expected to be paid based on the projects achieving certain development milestones.

Overall, management expects to record a gain on these divestitures as the sales are completed and proceeds realized. Subsequent to the settlement of outstanding liabilities, net proceeds from the divestiture of Ontario Solar will be re-allocated to ASG to support growth.

LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES
(In millions of dollars, except ratios)

As at   September 29,
2013
        March 31,
2013
Cash and cash equivalents         $  183.7       $  105.5
Debt-to-equity ratio          0.10:1        0.01:1
For the three months ended     
September 29,
2013

September 30,
2012
Cash flows provided by operating activities from continuing operations         $         5.1 $      27.8

At September 29, 2013, the Company had cash and cash equivalents of $183.7 million in continuing operations compared to $105.5 million at March 31, 2013. The Company's total debt-to-total-equity ratio, excluding accumulated other comprehensive income at September 29, 2013 was 0.1:1. At September 29, 2013, the Company had $166.7 million of unutilized credit available under existing credit facilities and another $26.5 million available under letter of credit facilities.

In the three months ended September 29, 2013, cash flows provided by operating activities from continuing operations were $5.1 million ($27.8 million provided by in the corresponding period a year ago). In the six months ended September 29, 2013, cash flows provided by operating activities from continuing operations were $21.3 million ($25.8 million provided by in the corresponding period a year ago). The decrease in operating cash flows from continuing operations related primarily to the timing of investments in non-cash working capital in large customer programs.

In the second quarter of fiscal 2014, the Company's investment in non-cash working capital increased by $12.8 million from June 30, 2013.  On a year-to-date basis, investment in non-cash working capital increased by $11.2 million. Accounts receivable decreased 11% or $11.3 million, due to timing of billings and collections on certain customer contracts. Net contracts in progress increased by 23% or $17.1 million compared to March 31, 2013. The Company actively manages its accounts receivable and net contracts in progress balances through billing terms on long-term contracts, collection efforts and supplier payment terms. Inventories remained flat year over year. Deposits and prepaid assets increased by 13% or $1.5 million compared to March 31, 2013. Accounts payable and accrued liabilities remained flat year over year. Provisions decreased $1.9 million or 21% compared to March 31, 2013.

Capital expenditures totalled $1.6 million in the first half of fiscal 2014 and primarily related to computer hardware.

Intangible assets expenditures totalled $2.4 million in the first half of fiscal 2014 and primarily related to computer software.

During fiscal 2013, the Company established a new Senior Secured Credit Facility (the "Credit Agreement"). The Credit Agreement provides a three year committed revolving credit facility of $250.0 million. The Credit Agreement is secured by the assets, excluding real estate, of certain of the Company's North American legal entities and a pledge of shares and guarantees from certain of the Company's legal entities. At September 29, 2013, the Company had utilized $86.1 million under the Credit Agreement, of which $2.2 million was classified as bank indebtedness (March 31, 2013 - $nil), $40.0 million was classified as long-term debt (March 31, 2013 - $nil) and $43.9 million was obtained by way of letters of credit (March 31, 2013 - $53.1 million). Subsequent to the end of the second quarter, the Company used the proceeds from the long-term debt to partially fund the purchase of IWK.

The Credit Agreement is available in Canadian dollars by way of prime rate advances, letters of credit for certain purposes and/or bankers' acceptances and in U.S. dollars by way of base rate advances and/or LIBOR advances. The interest rates applicable to the Credit Agreement are determined based on a debt-to-EBITDA ratio. For prime-rate advances and base-rate advances, the interest rate is equal to the bank's prime rate or the bank's U.S. dollar base rate in Canada, respectively, plus 0.50% to 1.50%. For bankers' acceptances and LIBOR advances, the interest rate is equal to the bankers' acceptance fee or the LIBOR, respectively, plus 1.50% to 2.50%. The Company pays a fee for usage of financial letters of credit which ranges from 1.70% to 2.70% and a fee for usage of non-financial letters of credit which ranges from 1.15% to 1.80%. The Company pays a standby fee on the unadvanced portions of the amounts available for advance or draw-down under the Credit Agreement at rates ranging from 0.30% to 0.50%.

The Credit Agreement is subject to a debt-to-EBITDA test and an interest-coverage test.  Under the terms of the Credit Agreement, the Company is restricted from encumbering any assets with certain permitted exceptions.  The Credit Agreement also limits advances to subsidiaries and partially restricts the Company from repurchasing its common shares and paying dividends.

The Company has additional credit facilities available of $6.3 million (2.5 million Euro, 100.0 million Indian Rupees and 1.0 million Swiss Francs). The total amount outstanding on these facilities is $3.4 million which is classified as long-term debt (March 31, 2013 - $2.2 million). The interest rates applicable to the credit facilities range from 1.9% to 11.5% per annum.  A portion of the long-term debt is secured by certain assets of the Company.  The 1.0 million Swiss Francs and 100.0 million Indian Rupees credit facilities are secured by letters of credit under the Credit Agreement.

The Company expects to continue increasing its investment in working capital to support the growth of its business. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities, will be sufficient to fund its requirements for investments in working capital and capital assets and to fund strategic investment plans including some potential acquisitions. Significant acquisitions could result in additional debt or equity financing requirements. The Company expects to use moderate leverage to support its growth strategy.

Subsequent to the end of the second quarter of fiscal 2014, the Company completed its acquisition of IWK. Total cash consideration paid for IWK pending post-closing adjustments was $140.5 million (101.4 million Euro).  See "Value Creation Strategy: Business Acquisition -  IWK".

Contractual Obligations
(In millions of dollars)

The minimum operating lease payments (related primarily to facilities and equipment) and purchase obligations are as follows:

From continuing operations:

     Operating Purchase
  Leases        Obligations
Less than one year   $  3.5     $ 43.5
One - two years         3.2  
Two - three years         2.5  
Three - four years         2.0  
Four - five years         1.8    ―
Due in over five years         4.5     ―
  $ 17.5 $ 43.5

The Company's off-balance sheet arrangements consist of purchase obligations and various operating lease financing arrangements related primarily to facilities and equipment, which have been entered into in the normal course of business. The Company's purchase obligations consist primarily of materials purchase commitments.

In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide bank guarantees as security for advances received from customers pending delivery and contract performance.  In addition, the Company provides bank guarantees for post-retirement obligations and may provide bank guarantees as security on equipment under lease and on order.  At September 29, 2013, the total value of outstanding bank guarantees under credit facilities was approximately $62.4 million (March 31, 2013- $68.3 million) from continuing operations and was $1.5 million (March 31, 2013 - $3.7 million) from discontinued operations.

The Company is exposed to credit risk on derivative financial instruments arising from the potential for counterparties to default on their contractual obligations to the Company. The Company minimizes this risk by limiting counterparties to major financial institutions and monitoring their creditworthiness. The Company's credit exposure to forward foreign exchange contracts is the current replacement value of contracts that are in a gain position.  For further information related to the Company's use of derivative financial instruments refer to note 9 of the interim consolidated financial statements.  The Company is also exposed to credit risk from its customers. Substantially all of the Company's trade accounts receivable are due from customers in a variety of industries and, as such, are subject to normal credit risks from their respective industries.  The Company regularly monitors customers for changes in credit risk.  The Company does not believe that any single industry or geographic region represents significant credit risk.  Credit risk concentration with respect to trade receivables is mitigated by the Company's client base being primarily large, multinational customers and through insurance purchased by the Company.

During the first two quarters of fiscal 2014, 797,169 stock options were exercised. As of November 5, 2013 the total number of shares outstanding was 88,674,177 and there were 7,064,598 stock options outstanding to acquire common shares of the Company.

RELATED-PARTY TRANSACTIONS
There were no significant related-party transactions in the first half of fiscal 2014.

FOREIGN EXCHANGE
The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency of the Canadian dollar. Weakening in the value of the Canadian dollar relative to the U.S. dollar and the Euro had a positive impact on translation of the Company's revenues in the second quarter of fiscal 2014 compared to the corresponding period of fiscal 2013.

The Company's Canadian operations generate significant revenues in major foreign currencies, primarily U.S. dollars, which exceed the natural hedge provided by purchases of goods and services in those currencies.  In order to manage a portion of this net foreign currency exposure, the Company has entered into forward foreign exchange contracts. The timing and amount of these forward foreign exchange contract requirements are estimated based on existing customer contracts on hand or anticipated, current conditions in the Company's markets and the Company's past experience.  Certain of the Company's foreign subsidiaries will also enter into forward foreign exchange contracts to hedge identified balance sheet, revenue and purchase exposures. The Company's forward foreign exchange contract hedging program is intended to mitigate movements in currency rates primarily over a four to six month period. See note 9 to the interim consolidated financial statements for details on the derivative financial instruments outstanding at September 29, 2013.

In addition, from time to time, the Company enters forward foreign exchange contracts to manage the foreign exchange risk arising from certain inter-company loans and net investments in certain self-sustaining subsidiaries.

The Company uses hedging as a risk management tool, not to speculate.

Period average exchange rates in CDN$

  Three months ended             Six months ended
  September
29, 2013
September
30, 2012
% change September
29, 2013
September
30, 2012
% change
U.S. Dollar 1.0384 0.9939   4.5 % 1.0311 1.0028 2.8 %
Euro 1.3769 1.2447 10.6 % 1.3571 1.2698 6.9 %


CONSOLIDATED QUARTERLY RESULTS

                                 
(In millions of dollars, except
per share amounts)
Q2
2014
Q1
2014
Q4
2013
Q3
2013
Q2
2013
Q1
2013
Q4
2012
Q3
2012
                                 
Revenues from continuing
operations
    $     154.6     $     150.0     $     153.2     $     144.2     $     141.4      $     152.2     $     173.5     $     149.1
                                 
Earnings from operations $       14.4 $       12.7 $       14.0 $       13.6 $       13.8 $       15.2 $       16.1 $       20.4
                                 
Income from continuing
operations
$       10.4 $         8.6 $         8.9 $       10.7 $       9.7 $       11.8 $       10.9 $        17.6
                                 
Income (loss) from
discontinued operations
$         2.5 $       11.0 $       (0.6) $      (21.7) $       (1.8) $       (2.0) $        (7.9) $        (8.0)
                                 
Net income (loss) $       12.9 $       19.6 $        8.3 $      (11.0) $         7.9 $         9.8 $          3.0 $         9.6
                                 
                                 
Basic earnings per share from
continuing operations
$       0.12 $       0.10  $       0.10 $       0.12 $       0.11 $        0.13 $       0.13 $      0.20
                                 
Basic earnings (loss) per share
from discontinued operations
$       0.03 $       0.12 $     (0.01) $     (0.24) $     (0.02) $      (0.02) $     (0.09) $     (0.09)
                                 
Basic earnings (loss) per share $       0.15 $       0.22 $       0.09 $      (0.12) $      0.09 $       0.11 $        0.04 $       0.11
                                 
Diluted earnings per share
from continuing operations
$       0.11 $       0.10 $       0.09 $      0.12 $       0.11 $       0.13 $       0.13 $       0.20
                                 
Diluted earnings (loss) per share
from discontinued operations
$       0.03 $       0.12 $     (0.00) $     (0.24) $     (0.02) $      (0.02) $       (0.09) $     (0.09)
                                 
Diluted earnings (loss) per
share
$       0.14 $       0.22 $       0.09 $      (0.12) $      0.09 $      0.11 $        0.04 $       0.11
                                 
                                 
ASG Order Bookings $     110.0 $     165.0 $    170.0 $      173.0 $     112.0 $    168.0 $     187.0 $     179.0
                                 
ASG Order Backlog $     355.0 $     415.0 $    398.0 $      388.0 $    361.0 $    397.0 $     382.0 $     376.0
                                 

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 revenues and operating performance. ATS typically experiences some seasonality with its Order Bookings, revenues and operating earnings due to summer plant shutdowns by its customers. Operating performance quarter to quarter may also be affected by the timing of revenue recognition on large programs in Order Backlog, which is impacted by such factors as customer delivery schedules, and the timing of third-party content.

CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS & ASSUMPTIONS
The preparation of the Company's consolidated financial statements requires management to make estimates, judgements and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities at the end of the reporting period. Uncertainty about these estimates, judgements and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The Company based its assumptions on information available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the estimates as they occur. There have been no material changes to the critical accounting estimates as described in the Company's fiscal 2013 MD&A.

ACCOUNTING STANDARDS CHANGES
Effective April 1, 2013, the Company applied the following new IFRS standards for the first time:  IFRS 10 Consolidated Financial Statements and IFRS 12 Disclosures of Interests in Other Entities. The adoption of these standards and amendments had no impact on the financial statements or ongoing business of the Company.

IFRS 13 - Fair Value Measurement
IFRS 13 defines fair value and provides guidance for measuring fair value and identifies the required disclosures pertaining to fair value measurement.  The application of IFRS 13 will result in additional disclosures in the annual consolidated financial statements.

IAS 1 - Presentation of Financial Statements
The IASB amended IAS 1 by revising how certain items are presented in other comprehensive income ("OCI").  Items within OCI that may be reclassified to profit and loss have been separated from items that will not.  While this amendment has impacted presentation in the consolidated statement of comprehensive income, it did not impact the Company's consolidated income, comprehensive income or consolidated financial position and is not expected to have an impact on the ongoing business of the Company.

IAS 19 - Employee Benefits
Effective April 1, 2013, the Company adopted revisions to IAS 19 - Employee Benefits ("IAS 19R"). The amendments to IAS 19 introduce a net interest approach for defined benefit obligations by replacing the expected return on plan assets and interest costs on the defined benefit obligation with a single net interest component determined by multiplying the net defined benefit liability or asset by the discount rate used to determine the defined benefit obligation.  Also, unvested past service costs can no longer be deferred and recognized over future vesting periods.  Instead, all past service costs are recognized at the earlier of when the amendment occurs and when the Company recognizes related restructuring or termination costs.

The change in accounting policy has been applied retrospectively.  The adoption of IAS 19R had an immaterial impact on the financial statements of the Company and is not expected to have an impact on the ongoing business of the Company.

IFRS 11 - Joint Arrangements
IFRS 11 replaces the previous guidance in IAS 31, Interests in Joint Ventures. IFRS 11 reduces the types of joint arrangements to two: joint ventures and joint operations. IFRS 11 requires equity accounting for interests in joint ventures, eliminating the existing policy choice of proportionate consolidation for jointly controlled entities in IAS 31. Accounting for joint operations will follow accounting similar to that for jointly controlled assets and jointly controlled operations under IAS 31. This standard became effective for annual periods beginning on or after January 1, 2013.

The Company's existing joint arrangement is classified as a joint operation under the new standard with no significant change in the accounting. The adoption of this standard did not have a material impact on the Company's interim consolidated financial statements and is not expected to have an impact on the ongoing business of the Company

IFRS 9 - Financial Instruments: Classification and Measurement
IFRS 9 as issued reflects the first phase of the IASB's work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard is effective for fiscal periods beginning on or after January 1, 2015.  In subsequent phases, the IASB will address hedge accounting and impairment of financial assets.  The adoption of the first phase of IFRS 9 will have an impact on the classification and measurement of financial assets, but will potentially have no impact on classification and measurement of financial liabilities. The Company will quantify the impact in conjunction with the other phases when issued.

CONTROLS AND PROCEDURES
The Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the Company. The control framework used in the design of disclosure controls and procedures and internal control over financial reporting is the internal control integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Management, including the CEO and CFO, does not expect that the Company's disclosure controls or internal controls over financial reporting will prevent or detect all errors and all fraud or will be effective under all potential future conditions. A control system is subject to inherent limitations and, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met.

During the three and six months ended September 29, 2013, there have been no changes in the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

Note to Readers: Forward-Looking Statements:
This news release and management's discussion and analysis of financial conditions, and results of operations of ATS contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements").  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of ATS, or developments in ATS' business or in its industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.  Forward-looking statements include all disclosure regarding possible events, conditions or results of operations that is based on assumptions about future economic conditions and courses of action.  Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances. ATS cautions you not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made.  Forward-looking statements relate to, among other things: the next phase of the Company's strategy: grow, expand, and scale; IWK acquisition - leveraging of IWK into other markets, potential for future acquisitions that would be a strategic fit with IWK, expected impact on earnings, expected allocation of purchase price, and accounting for acquisition; a Nigerian contract and timing of Order Booking and Order Backlog in relation thereto; expected timing for completion of current Order Backlog; potential impact of general economic environment, including impact on credit markets, customer markets, and Order Bookings, and the timing of those impacts; demand for Company's products potentially lagging global macroeconomic trends; activity in the market segments that the Company serves; the sales organization's approach to market and expected impact on Order Bookings; opportunities resulting from the IWK acquisition; management's expectations in relation to the impact of strategic initiatives on ATS operations; the implementation of changes to cost structure and charges expected to be incurred in relation thereto; the Company's strategy to expand organically and through acquisition; separation of solar business; expected timing of receipt of proceeds in relation to the sale of four joint venture ground mount solar projects; the timing of receipt of proceeds in relation to the sale of the Ontario Solar manufacturing assets and inventory; expected closing of the sale of the remaining three ground-mount solar projects and timing of receipt of proceeds in relation thereto; expected gain on solar divestitures and reallocation to ASG; Company's expectation to continue to increase its investment in working capital; expectation in relation to meeting funding requirements for investments; expectation to use moderate leverage to support growth strategy; foreign exchange hedging; and accounting standards changes.  The risks and uncertainties that may affect forward-looking statements include, among others: impact of the global economy and the Eurozone sovereign debt crisis; general market performance including capital market conditions and availability and cost of credit; performance of the market sectors that ATS serves; foreign currency and exchange risk; the relative strength of the Canadian dollar; impact of factors such as increased pricing pressure and possible margin compression; the regulatory and tax environment; failure or delays associated with the new customer programs; that leveraging and strategic initiatives in relation to the IWK acquisition are delayed, not completed, or do not have intended positive impact; that acquisitions that are a strategic fit with IWK are not identified or concluded; that IWK's business does not perform as expected due to customer, labour, integration or other reasons; that net debt and working capital adjustments as of closing are other than as expected; that amount to be allocated to goodwill is other than as currently expected; failure of the Nigerian project to achieve financial close, generate further milestone payments, or satisfy other conditions or meet expected timelines; that completion of current Order Backlog is delayed as a result of program issues, customer request, or otherwise; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; or to raise, through debt or equity, or otherwise have available, required capital; that acquisitions made are not integrated as quickly or effectively as planned or expected; that strategic initiatives within ASG are delayed, not completed, or do not have intended positive impact; potential for greater negative impact associated with any non-performance related to large enterprise programs; that restructuring charges for ASG exceed those currently contemplated; that the conditions in the agreement for the sale of the three remaining joint venture ground mount solar projects are not met or that there are delays in meeting conditions and/or achieving stated milestones; that the solar projects are delayed in achieving commercial operation; that there are delays in receipt of the final payment in connection with the sale of Ontario Solar's manufacturing assets and inventory; that the joint venture ground mount projects cannot ultimately be developed, due to market, regulatory, transmission, local opposition, or other factors; unexpected delays and issues, on the timing, form and structure of the solar separation; ability to obtain necessary government and other certifications and approvals for solar projects in a timely fashion; labour disruptions; that one or more customers, or other entities with which the Company has contracted, experience insolvency or bankruptcy with resulting delays, costs or losses to the Company; political, labour or supplier disruptions; the development of superior or alternative technologies to those developed by ATS; the success of competitors with greater capital and resources in exploiting their technology; market risk for developing technologies; risks relating to legal proceedings to which ATS is or may become a party; exposure to product liability claims; risks associated with greater than anticipated tax liabilities or expenses; and other risks detailed from time to time in ATS's filings with Canadian provincial securities regulators. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, ATS does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

ATS AUTOMATION TOOLING SYSTEMS INC.
Interim Consolidated Statements of Financial Position
(in thousands of Canadian dollars - unaudited)
       
As at                                                                                              Note  September 29
2013
March 31
       2013
           
ASSETS          
Current assets          
Cash and cash equivalents              $  183,702            $  105,453
Accounts receivable       88,444    99,696
Costs and earnings in excess of billings          
   on contracts in progress  5   135,598   122,842
Inventories  5   10,544   10,669
Deposits, prepaids and other assets  6   13,286   11,738
      431,574    350,398
Assets associated with discontinued operations  4    15,231   14,950
      446,805   365,348
Non-current assets          
Property, plant and equipment  7    79,326   79,269
Investment property        3,974   3,712
Goodwill         60,176   58,542
Intangible assets  8    28,536    27,615
Deferred income tax assets        10,515   13,154
Investment tax credit receivable        29,196   27,699
Portfolio investments  9   4,414    4,969
      216,137   214,960
Total assets      $  662,942 580,308
           
LIABILITIES AND EQUITY          
Current liabilities          
Bank indebtedness              11 $  2,162 --
Accounts payable and accrued liabilities       102,471   102,828
Provisions   10   7,186   9,096
Billings in excess of costs and          
   earnings on contracts in progress  5    43,763   48,135
Current portion of long-term debt  11    1,361   257
      156,943   160,316
Liabilities associated with discontinued operations  4    4,258   8,112
       161,201   168,428
Non-current liabilities          
Employee benefits        11,362   10,581
Long-term debt  11    41,165    918
Deferred income tax liability        3,263   1,777
      55,790   13,276
Total liabilities     $  216,991 181,704
           
EQUITY          
Share capital  12 493,586 $  486,734
Contributed surplus      18,323   19,317
Accumulated other comprehensive income (loss)       8,936   (123)
Retained deficit      (75,000)    (107,407)
Equity attributable to shareholders        445,845   398,521
Non-controlling interests        106   83
Total equity       445,951   398,604
Total liabilities and equity     $  662,942 $  580,308



ATS AUTOMATION TOOLING SYSTEMS INC.
Interim Consolidated Statements of Income
(in thousands of Canadian dollars, except per share amounts - unaudited)
     
  Three months ended  Six months ended
    September 29  September 30  September 29  September 30
  Note 2013 2012  2013  2012
 
Revenues
  Revenues from construction contracts     $  140,186  $  128,088  $  274,283 $  269,662
  Sale of goods         6,730   6,873   13,953   11,684
  Services rendered       7,653    6,484    16,360   12,308
                   
Total revenues        154,569     141,445    304,596     293,654
                   
Operating costs and expenses                  
  Cost of revenues            114,661    103,685   225,306    215,758
  Selling, general and administrative        22,907    23,347    48,270   47,355
  Stock-based compensation   14    2,600    611    3,945     1,573
                   
Earnings from continuing operations        14,401   13,802    27,075    28,968
                   
Net finance costs   18     513    531    1,115    732
Income from continuing operations                  
   before income taxes       13,888   13,271    25,960     28,236
                   
Income tax expense   13    3,548    3,563    7,044    6,755
                   
Income from continuing operations       10,340   9,708   18,916    21,481
                   
Income (loss) from discontinued operations,                  
   net of tax   4    2,558    (1,752)    13,514    (3,763)
                   
Net income     12,898 $  7,956  $  32,430 $  17,718
                   
Attributable to                    
Shareholders    $  12,893 $ 7,945  $  32,407 $  17,702
Non-controlling interests       5    11    23    16
    $  12,898 $  7,956  $        32,430 $  17,718
                   
Earnings (loss) per share                  
   attributable to shareholders  19                
Basic - from continuing operations          $  0.12  $  0.11  $  0.22 $  0.24
Basic - from discontinued operations     0.03    (0.02)    0.15    (0.04)
    $  0.15  $  0.09  $  0.37 $  0.20
                   
Earnings (loss) per share                  
   attributable to shareholders  19                
Diluted - from continuing operations         0.11 $  0.11  $  0.21  $  0.24
Diluted - from discontinued operations    0.03    (0.02)    0.15    (0.04)
    $  0.14  $  0.09  $  0.36  $  0.20




ATS AUTOMATION TOOLING SYSTEMS INC.
Interim Consolidated Statements of Comprehensive Income
(in thousands of Canadian dollars - unaudited)
     
  Three months ended  Six months ended
  September 29  September 30  September 29  September 30
  2013  2012  2013  2012
                 
Net income    $  12,898  $  7,956  $  32,430  $  17,718
                 
Other comprehensive income (loss):                
                 
Items to be reclassified subsequently                
   to net income:                
                 
  Currency translation adjustment                
     (net of income taxes of $nil)      (1,686)    (7,442)     9,428     (7,738)
                 
  Net unrealized loss on available-for-                
     sale financial assets      (30)    --     (555)    --
  Tax impact      8   --     142    --
                 
  Net unrealized gain (loss) on derivative                
     financial instruments designated as                
     cash flow hedges      712    1,333    (1,039)     266
  Tax impact       (179)    (290)    272     (38)
                 
  Loss transferred to net income                
     for derivatives designated as cash                
     flow hedges      950   310     1,113    133
  Tax impact       (251)    (80)    (302)     (50)
                 
Items that will not be reclassified                
   subsequently to net income:                
                 
  Actuarial losses on defined benefit                
     pension plans      --    --     --     (736)
  Tax impact      --    --    --    187
                 
Other comprehensive income (loss)       (476)   (6,169)   9,059     (7,976)
                 
Comprehensive income   $  12,422 $  1,787  $  41,489  $  9,742
                 
Attributable to                
Shareholders   $  12,417  $  1,776  $   41,466  $  9,726
Non-controlling interests     5    11    23    16
  12,422  $  1,787   41,489  $  9,742



ATS AUTOMATION TOOLING SYSTEMS INC.
Interim Consolidated Statements of Changes in Equity
(in thousands of Canadian dollars - unaudited)
 
Six months ended September 29, 2013
              Total    
          Available-     accumulated     
      Retained               Currency          for-sale              other  Non-   
  Share   Contributed  earnings            translation        financial       Cash flow    comprehensive  controlling  Total
  capital  surplus  (deficit)         adjustments             assets  hedges   income  interests  equity
                                     
Balance, at March 31, 2013  $  486,734  $  19,317  $  (107,407)  $  (23)  $  239  $  (339)  $  (123)  $  83  $  398,604
                                     
Net income     --    --    32,407    --    --     --    --    23    32,430
Other comprehensive income (loss)     --    --    --    9,428    (413)    44    9,059    --    9,059
Total comprehensive income (loss)     --    --    32,407    9,428    (413)    44    9,059     23    41,489
                                     
Stock-based compensation     --    1,007    --    --    --    --    --     --    1,007
Exercise of stock options     6,852    (2,001)     --    --    --    --     --     --   4,851
                                     
Balance, at September 29, 2013  $  493,586  $  18,323  $  (75,000)  $  9,405  $  (174)  $  (295)  $  8,936  $  106  $  445,951
                                     
                                     
Six months ended September 30, 2012                                    
                          Total        
                  Available-      accumulated        
          Retained Currency for-sale   other Non-    
  Share Contributed  earnings            translation         financial       Cash flow        comprehensive  controlling  Total
  capital surplus  (deficit)        adjustments            assets  hedges   income  interests  equity
                                     
Balance, at March 31, 2012  $  483,099  $  17,868  $  (119,210)  $  (559)  $  --  $  176  $  (383)  $  78  $  381,452
                                     
Net income     --    --    17,702    --     --     --     --    16    17,718
Other comprehensive income (loss)     --    --   (549)    (7,738)     --    311    (7,427)    --     (7,976)
Total comprehensive income (loss)     --    --   17,153     (7,738)     --    311     (7,427)     16    9,742
                                     
Stock-based compensation     --    1,182    --    --     --    --     --    --     1,182
Exercise of stock options     1,652     (513)    --    --    --    --    --    --   1,139
                                     
Balance, at September 30, 2012  $  484,751  $  18,537  $  (102,057)  $  (8,297)  $  --  $  487  $  (7,810)  $  94  $  393,515



ATS AUTOMATION TOOLING SYSTEMS INC.
Interim Consolidated Statements of Cash Flows
(in thousands of Canadian dollars - unaudited)
     
  Three months ended  Six months ended
  September 29  September 30  September 29  September 30
  Note  2013  2012  2013  2012
Operating activities:                  
Income from continuing operations      $  10,340  $  9,708  $  18,916  $  21,481
Items not involving cash                  
  Depreciation of property, plant and equipment        1,754    1,590    3,432     3,210
  Amortization of intangible assets        1,418    1,287     2,798     2,608
  Deferred income taxes        1,736    1,319    4,301    3,111
  Other items not involving cash       61    (473)    (895)    (1,213)
  Stock-based compensation  14    2,600    611   3,945     1,573
    $  17,909 $  14,042  $  32,497  $  30,770
Change in non-cash operating working capital        (12,816)    13,751     (11,243)   (4,990)
Cash flows used in operating activities of                  
   discontinued operations    (9,365)     (1,694)     (8,177)    (4,774)
Cash flows provided by (used in)                  
   operating activities    $  (4,272) $  26,099   13,077  $  21,006
                   
Investing activities:                  
Acquisition of property, plant and equipment     $  (561)  $  (2,319) (1,646)   (3,411)
Acquisition of intangible assets        (1,537)    (759)    (2,412)     (2,123)
Proceeds from disposal of property, plant                  
   and equipment        2     --     18     7
Cash flows provided by (used in) investing                  
   activities of discontinued operations     --    (31)    19,679     (79)
Cash flows provided by (used in)                  
   investing activities     $  (2,096)  $  (3,109)  $  15,639  $  (5,606)
                   
Financing activities:                  
Restricted cash  6  $  817  $  (1,623)  $  (345)  $  (3,266)
Bank indebtedness       1,986     (94)    2,162   (347)
Repayment of long-term debt         (51)     (84)    (95)    (124)
Proceeds from long-term debt        41,072    --     41,072    --
Issuance of common shares         3,754   803    4,851    1,139
Cash flows used in financing activities of                  
   discontinued operations        4    --     (93)     --     (237)
Cash flows provided by (used in)                  
   financing activities    $  47,578  $  (1,091)  $  47,645 $  (2,835)
                   
Effect of exchange rate changes on cash                  
   and cash equivalents        303    (1,748)    4,011    (3,309)
                   
Increase in cash and cash equivalents        41,513    20,151    80,372    9,256
                   
Cash and cash equivalents, beginning of period        144,729    85,797    105,870    96,692
                   
Cash and cash equivalents, end of period     $  186,242  $  105,948  $  186,242  $  105,948
                   
Attributable to                  
Cash and cash equivalents - continuing operations    $  183,702  $  104,825  $  183,702 $ 104,825
Cash and cash equivalents - associated with                  
   discontinued operations        2,540   1,123    2,540    1,123
    $  186,242  $  105,948  $  186,242 $  105,948
                   
Supplemental information                  
Cash income taxes paid by continuing operations     $  577 $  1,868 $  1,108 $ 2,107
Cash interest paid by continuing operations     $  244  $  206 $  443  $  449
 

 

  

SOURCE: ATS Automation Tooling Systems Inc.

For further information:

Maria Perrella, Chief Financial Officer
Carl Galloway, Vice-President, Treasurer
519 653-6500


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