ATS reports second quarter fiscal 2010 results

TSX: ATA

CAMBRIDGE, ON, Nov. 10, 2009 /CNW/ - ATS Automation Tooling Systems Inc. ("ATS" or the "Company") today reported its financial results for the three and six months ended September 27, 2009.

    
    Second Quarter Summary

    -   Consolidated revenue was $148.2 million compared to $152.7 million in
        the first quarter of the fiscal year and $219.5 million in the same
        period a year ago;

    -   Consolidated earnings from operations were $9.3 million compared to
        $0.5 million in the first quarter of the fiscal year and $13.6
        million in the same period a year ago;

    -   Per share earnings were $0.07 (basic and diluted) compared to $0.00
        (basic and diluted) in the first quarter of the fiscal year and $0.12
        (basic and diluted) in the same period a year ago;

    -   The balance sheet remained strong with cash net of debt of $103.6
        million compared to $106.5 million at March 31, 2009 and $40.0
        million at September 30, 2008;

    -   In October, the Company announced plans to serve the Ontario solar
        energy market;

    -   Subsequent to quarter end, the Company reached agreement to extend
        its primary credit facility until April 2011.
    

In the Automation Systems Group segment ("ASG"), customers are continuing to reduce and/or delay their capital spending programs. This resulted in a 47% reduction in Order Bookings compared to the same period a year ago. At Photowatt France ("PWF"), reduced demand for solar modules, and lower year-over-year average selling prices per watt negatively impacted revenues and operations.

"The actions we have taken to fix our operations and re-position Photowatt over the last 18 months have enabled us to operate profitably in the second quarter, despite a significant decline in our revenues," said Anthony Caputo, Chief Executive Officer. "We remain focused on the front-end of our business, in both ASG and Photowatt, and we will continue to adapt our strategies to respond to this difficult environment."

    
    Financial Results

    In millions                    3 months   3 months   6 months   6 months
     of dollars,                      ended      ended      ended      ended
     except per                     Sept 27,   Sept 30,   Sept 27,   Sept 30,
     share data                        2009       2008       2009       2008
    -------------------------------------------------------------------------
    Revenue      ASG              $    97.0  $   147.4  $   212.2  $   290.2
     from        ------------------------------------------------------------
     continuing  Photowatt             51.5       72.5       91.6      141.9
     operations  ------------------------------------------------------------
                 Inter-segment         (0.3)      (0.4)      (2.9)      (0.5)
                 ------------------------------------------------------------
                 Consolidated     $   148.2  $   219.5  $   300.9  $   431.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    EBITDA       ASG              $    15.3  $    16.0  $    32.0  $    28.3
                 ------------------------------------------------------------
                 Photowatt
                  Technologies
                   - Photowatt
                      France            4.7        9.8        1.3       19.1
                   - Other solar          -       (0.4)         -       (0.8)
                   - Gain on sale
                      of building         -          -          -        3.2
                   - Gain on
                      silicon sale        -          -          -        2.0
                 ------------------------------------------------------------
                 Corporate and
                  inter-segment
                  elimination          (4.5)      (5.8)     (11.1)     (10.1)
                 ------------------------------------------------------------
                 Consolidated     $    15.5  $    19.6  $    22.2  $    41.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Net income
     from
     continuing
     operations   Consolidated    $     6.0  $    12.7  $     6.3  $    27.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings     From continuing
     per share    operations
                  (basic &
                  diluted)        $    0.07  $    0.16  $    0.07  $    0.36
                 ------------------------------------------------------------
                 After
                  discontinued
                  operations
                  (basic &
                  diluted)        $    0.07  $    0.12  $    0.07  $    0.29
    -------------------------------------------------------------------------

    ASG Second Quarter Results

    -   Revenue was $97.0 million compared to $115.2 million in the first
        quarter and $147.4 million a year ago on lower Order Bookings and
        lower Order Backlog entering the quarter compared to the prior
        periods;

    -   EBITDA was $15.3 million compared to $16.7 million in the first
        quarter of this fiscal year and $16.0 million in the same period a
        year ago;

    -   Earnings from operations were $13.6 million compared to $14.8 million
        in the first quarter of this fiscal year and $13.9 million in the
        same period a year ago;

    -   Period end Order Backlog was $197 million, a decrease of 14% from
        $230 million in the first quarter of this fiscal year and down from
        $247 million a year ago;

    -   Order Bookings were 26% lower at $71 million compared to $96 million
        in the first quarter of fiscal 2010 and 47% lower compared to $133
        million in the second quarter of fiscal 2009;

    -   Order Bookings were $45 million during the first six weeks of the
        third quarter.
    

Despite a 34% year-over-year decrease in revenues in the second quarter, ASG's operating margin was 14% reflecting cost reductions implemented during fiscal 2009 and 2010, supply chain savings and improved program management. Revenue increased 38% in the healthcare industry, offset by decreases of 94% in computer-electronics, 33% in energy, 51% in automotive, and 24% in other markets (primarily consumer products).

    
    Photowatt Second Quarter Results

    -   PWF revenue was $51.5 million, a 28% increase over fiscal 2010 first
        quarter revenues of $40.1 million, but down from $72.5 million a year
        ago;

    -   PWF EBITDA was $4.7 million compared to negative EBITDA of $3.4
        million in the first quarter of fiscal 2010 and EBITDA of $9.8
        million a year ago;

    -   PWF operating earnings were $0.6 million compared to an operating
        loss of $7.5 million in the first quarter of fiscal 2010 and
        operating earnings of $6.0 million a year ago;

    -   Total megawatts (MWs) sold at PWF increased 28% to 10.6 MWs from 8.3
        MWs in the first quarter of fiscal 2010, and were 29% lower than the
        14.9 MWs sold a year ago;

    -   Average cell efficiency improved for polysilicon products to 15.6%
        compared to 15.0% in the first quarter of fiscal 2010 and 15.4% a
        year ago.
    

The 29% year-over-year decline in revenues reflected lower MWs sold and lower average selling prices. PWF partially mitigated the impact of lower average selling prices through increased systems sales, which were up by 42% to $30.7 million from $21.6 million a year ago. Total polysilicon products represented $49.3 million or 96% of fiscal 2010 second quarter revenue compared to $21.0 million or 29% a year ago, as PWF rebalanced production towards polysilicon products to take advantage of better raw material pricing.

On October 21, 2009, ATS and Photowatt announced they were entering the Ontario solar energy market with a plan to: develop solar projects; offer complete solutions to installers and developers including modules, balance of system, technical support, project management, financing and site maintenance; and, encourage others wishing to participate in the market and/or produce solar products in Ontario to consider cooperation and co-location at a new "green wing" that has been designated at ATS's existing Cambridge campus.

Quarterly Conference Call

ATS's quarterly conference call begins at 10 am eastern today and can be accessed over the Internet at www.atsautomation.com or on the phone at 416 644 3417.

About ATS

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 uses its industry-leading knowledge and global capabilities to serve the sophisticated automation systems' needs of multinational customers in industries such as healthcare, computer/electronics, energy, automotive and consumer products. It also leverages its many years of experience and skills to fulfill the specialized automation product manufacturing requirements of customers. Through Photowatt Technologies, ATS participates in the growing solar energy industry as a turn-key solar project developer and integrated manufacturer. Photowatt designs, manufactures and sells solar modules and installation kits and provides solar power systems design and other value-added services, principally in Western Europe and Ontario. ATS employs approximately 2,400 people at 14 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

This Management's Discussion and Analysis ("MD&A") for the three and six months ended September 27, 2009 (second quarter of fiscal 2010) provides detailed 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 2010. The Company assumes that the reader of this MD&A has access to and has read the audited annual consolidated financial statements and MD&A of the Company for the year ended March 31, 2009 and the unaudited interim consolidated financial statements and MD&A for the three months ended June 28, 2009 and, accordingly, the purpose of this document is to provide a second quarter update to the information contained in the fiscal 2009 MD&A. These documents and other information relating to the Company, including the Company's fiscal 2009 audited annual consolidated financial statements, MD&A and annual information form may be found on SEDAR at www.sedar.com.

Notice to Reader

The Company has two reportable segments: Automation Systems Group ("ASG") and Photowatt Technologies which includes Photowatt France ("PWF") (the ongoing Photowatt Technologies operations), and Other Solar which is comprised of now closed solar divisions, principally Photowatt U.S.A., a small module assembly facility and sales operation closed during fiscal 2008 and Spheral Solar, a halted development project that has been wound down. References to Photowatt's cell ''efficiency'' means the percentage of incident energy that is converted into electrical energy in a solar cell. Solar cells and modules are sold based on wattage output. "Silicon" refers to a variety of silicon feedstock, including polysilicon, upgraded metallurgical silicon ("UMG-Si") and polysilicon powders and fines. As described in note 5 to the interim consolidated financial statements, during fiscal 2009, the Company completed the sale of its Precision Components Group ("PCG"). The sale included the segment's key operating assets and liabilities including its China-based subsidiary. The results of PCG are reported in discontinued operations.

Non-GAAP 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 Canadian generally accepted accounting principles ("GAAP") 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-GAAP financial measures such as operating earnings and EBITDA in making investment decisions about the Company and measuring its operational results. A reconciliation of operating earnings and EBITDA to total Company net income for the first and second quarters of fiscal 2010 and 2009 is contained in this MD&A (See "Reconciliation of EBITDA to GAAP Measures"). EBITDA should not be construed as a substitute for net income determined in accordance with GAAP. Order Bookings represent new orders for the supply of automation systems and products that management believes are firm. Order Backlog is the estimated unearned portion of ASG revenue 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 revenue for the first and second quarters of fiscal 2010 and 2009 is contained in the MD&A (See "ASG Order Backlog Continuity").

Automation Systems Group Segment

    
    ASG Revenue (in millions of dollars)

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------
    Revenue by industry
    Healthcare                    $    42.4  $    30.8  $    78.4  $    72.2
    Computer-electronics                1.9       29.9       16.2       64.1
    Energy                             33.9       50.8       75.2       82.9
    Automotive                         11.1       22.8       25.2       46.7
    Other                               7.7       13.1       17.2       24.3
    -------------------------------------------------------------------------
    Total ASG revenue             $    97.0  $   147.4  $   212.2  $   290.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Second Quarter

ASG second quarter revenue was 34% lower than a year ago, primarily reflecting an 11% decrease in Order Backlog entering the second quarter compared to a year ago and a longer period of performance for certain programs in Order Backlog.

By industrial market, healthcare revenue increased 38% year-over-year due to higher healthcare Order Backlog entering the second quarter. Healthcare continues to be a strong market for ASG, particularly within North America. The 94% decrease in computer-electronics revenues and the 33% decrease in energy market revenues reflected lower Order Backlog entering the second quarter and lower Order Bookings in the past three quarters compared to a year ago. The 51% decline in automotive revenue compared to a year ago primarily reflects the ongoing challenges in the global automotive industry. "Other" revenues decreased 41% year over year due primarily to lower revenues in the consumer products industry.

Year to date

ASG revenue for the six months ended September 27, 2009 decreased 27% compared to the corresponding period of fiscal 2009. The decrease reflects lower Order Bookings through the first and second quarters of fiscal 2010 compared to fiscal 2009. Despite higher Order Backlog entering fiscal 2010 compared to fiscal 2009, the period over which Order Backlog is converted to revenue is longer than in the past, due to a longer period of performance for certain programs. By industrial market, year-to-date revenues from healthcare increased 9%. Revenue in the computer-electronics, energy, automotive, and "Other" markets have decreased 75%, 9%, 46% and 29% respectively compared to the same period a year ago.

    
    ASG Operating Results (in millions of dollars)

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------

    Earnings from operations      $    13.6  $    13.9  $    28.4  $    24.2
    Depreciation and amortization       1.7        2.1        3.6        4.1
    -------------------------------------------------------------------------
    EBITDA                        $    15.3  $    16.0  $    32.0  $    28.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Second Quarter

Fiscal 2010 second quarter ASG earnings from operations were $13.6 million (operating margin of 14%) compared to earnings from operations of $13.9 million (operating margin of 9%) in the second quarter of fiscal 2009. Lower operating earnings reflected the decrease in revenue, however this was partially offset by an increase in profitability driven by cost reductions implemented during fiscal 2009 and 2010, supply chain savings and improved program management. In the second quarter of fiscal 2010, ASG recognized the benefit of $2.5 million of incremental investment tax credits utilized to reduce taxes payable. Also included in fiscal 2010 second quarter earnings from operations were $1.6 million of severance and restructuring expenses, compared to $0.2 million in the same period a year ago.

ASG depreciation and amortization expense was $1.7 million in the second quarter of fiscal 2010 compared to $2.1 million in the same period a year ago.

Year to date

For the six months ended September 27, 2009, ASG earnings from operations were $28.4 million (operating margin of 13%) compared to earnings from operations of $24.2 million (operating margin of 8%) in the corresponding period a year ago. The improvement in operating earnings was driven by cost reductions implemented during fiscal 2009 and fiscal 2010, supply chain savings, improved program management and the benefit of incremental investment tax credits recognized. Included in operating earnings was $3.7 million of severance and restructuring expenses compared to $0.3 million in the same period a year ago.

ASG depreciation and amortization expense was $3.6 million in the first six months of fiscal 2010 compared to $4.1 million in the same period a year ago.

ASG Order Bookings

Fiscal 2010 second quarter ASG Order Bookings were $71 million, 47% lower than the second quarter of fiscal 2009. This reflected a reduction in sales opportunities as customers cut spending and/or delayed programs due to the global economic recession. Order Bookings in the first six weeks of the third quarter of fiscal 2010 were $45 million.

    
    ASG Order Backlog Continuity (in millions of dollars)

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------
    Opening Order Backlog         $     230  $     258  $     255  $     232
    Revenue                             (97)      (147)      (212)      (290)
    Order Bookings                       71        133        167        302
    Order Backlog adjustments(1)         (7)         3        (13)         3
    -------------------------------------------------------------------------
    Total                         $     197  $     247  $     197  $     247
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Order Backlog adjustments include foreign exchange and cancellations.

    Order Backlog by Industry (in millions of dollars)

                                                          Sept 27,   Sept 30,
                                                             2009       2008
    -------------------------------------------------------------------------
    Healthcare                                          $     105  $      57
    Computer-electronics                                       11         29
    Energy                                                     35         92
    Automotive                                                 20         49
    Other                                                      26         20
    -------------------------------------------------------------------------
    Total                                               $     197  $     247
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

At September 27, 2009, ASG Order Backlog was $197 million, 20% lower than at September 30, 2008 primarily reflecting lower Order Bookings throughout the first and second quarters of fiscal 2010 compared to the same periods in the prior year.

Growth in healthcare Order Backlog reflected increased activity in North America compared to the prior year, while declines in energy and computer-electronics Backlog resulted primarily from lower activity in North America. Lower automotive Order Backlog reflected industry conditions in all regions. An increase in "Other" Order Backlog reflected higher Order Backlog primarily in the consumer products industry in North America, partially offset by declines in Europe.

ASG Outlook

In the short-term, management expects continued reductions and/or delays in capital spending to varying degrees, depending on the market segment. Despite some signs of improvement in the global economy, business investment and capital spending remain low. Management believes that increases in capital spending will lag a general economic recovery as companies will be hesitant to invest until their markets are stable and/or growing.

Certain industries, such as automotive, have been more severely impacted by the economic environment. This has increased the risk of insolvency among companies in these industries. Computer-electronics and consumer products have been negatively impacted by reduced consumer spending. Other industries such as solar are being impacted by tighter credit conditions and market challenges. These factors may have a negative impact on ASG's future profitability.

ASG has experienced some success with its new approach to market, however, these opportunities are sporadic in nature and are not expected to repeat every quarter. To deal with the immediate market uncertainty, management continues to carefully evaluate the cash and credit terms of customer proposals and where appropriate, is not pursuing unacceptable or high risk credit terms.

Operationally, ASG plans to continue the consolidation and restructuring of underperforming, non-strategic manufacturing operations. These closures will occur over the next several quarters as current customer commitments are completed or moved to other divisions. Completion of these initiatives is expected to cost between $2 million to $4 million, however, management is actively monitoring the changing market conditions and will continue to modify plans accordingly.

Management expects that the implementation of its strategic initiatives to improve leadership, business processes and supply chain management across ASG will have a positive impact on ASG operations. In the short-term however, management is uncertain as to what extent the improvement initiatives will offset current market conditions.

Management believes that the Company's strengthened balance sheet, improved approach to market and operational improvements will provide a solid foundation for the Company to improve performance when the general business environment, including capital investment, stabilizes and returns to growth.

Photowatt Technologies Segment

    
    Photowatt Technologies Revenue (in millions of dollars)

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------
    Total revenue                 $    51.5  $    72.5  $    91.6  $   141.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Revenue by product
    Polysilicon products          $    49.3  $    21.0  $    78.5  $    52.7
    UMG-Si products                     2.2       51.5       13.1       89.2
    -------------------------------------------------------------------------
    Total Revenue                 $    51.5  $    72.5  $    91.6  $   141.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Second Quarter

Photowatt Technologies fiscal 2010 second quarter revenue of $51.5 million was 29% lower than in the second quarter of fiscal 2009. Lower year-over-year revenues primarily reflected a decrease in total megawatts ("MWs") sold at PWF to 10.6 MWs from 14.9 MWs in the same period a year ago. Lower MWs sold resulted from lower demand due to tighter credit markets, which restricted funding available for solar projects compared to the same period a year ago. Year-over-year decreases in average selling prices per watt were partially offset by an increase in system sales. Revenue from the sale of systems increased to $30.7 million from $21.6 million in the second quarter of fiscal 2009 reflecting PWF's downstream efforts in France. Systems include modules, combined with installation kits, solar power system design and/or other value added services.

Total polysilicon products represented $49.3 million of fiscal 2010 second quarter revenue compared to $21.0 million a year ago, as PWF rebalanced production towards polysilicon products to take advantage of better raw material pricing. During the second quarter of fiscal 2010, PWF exited an existing UMG-Si contract and replaced it with a more favourable, short-term polysilicon contract (see "Contractual Commitments"). Average cell efficiency was improved in the fiscal 2010 second quarter to 15.6% compared to 15.4% in the second quarter a year ago. Total UMG-Si products represented $2.2 million of fiscal 2010 second quarter revenue compared to $51.5 million a year ago as a result of PWF's production strategy.

Year to date

Photowatt Technologies revenue for the first six months of fiscal 2010 decreased 35% compared to the same period a year ago. Lower revenues reflect a decrease in MWs sold at PWF from 28.7 MWs to 18.9 MWs. Year-over-year decreases in average selling prices per watt were partially offset by an increase in system sales to $55.5 million in the first six months of fiscal 2010 from $34.9 million in the same period a year ago reflecting PWF's downstream efforts in France.

Revenue from polysilicon products for the first six months of fiscal 2010 increased 49% to $78.5 million from $52.7 million in the same period a year ago. Total UMG-Si revenue for the first six months of fiscal 2010 was $13.1 million, a decrease of 85% from revenues of $89.2 million in the same period a year ago reflecting the shift in production to polysilicon products.

    
    Photowatt Technologies Operating Results (in millions of dollars)

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------

    Earnings (loss)
     from operations:
    Photowatt France              $     0.6  $     6.0  $    (6.9) $    11.6
    Other Solar                           -       (0.4)         -        4.5
    -------------------------------------------------------------------------
    Photowatt Technologies
     earnings (loss)
     from operations              $     0.6  $     5.6  $    (6.9) $    16.1
    -------------------------------------------------------------------------

    Photowatt France EBITDA
    Photowatt France earnings
     (loss) from operations       $     0.6  $     6.0  $    (6.9) $    11.6
    Depreciation and amortization       4.1        3.8        8.2        7.5
    -------------------------------------------------------------------------
    Photowatt France EBITDA       $     4.7  $     9.8  $     1.3  $    19.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Second Quarter

Photowatt Technologies fiscal 2010 second quarter earnings from operations were $0.6 million compared to operating earnings of $5.6 million for the same period a year ago.

Fiscal 2010 second quarter earnings from operations for PWF were $0.6 million (operating margin of 1%), compared to earnings from operations of $6.0 million (operating margin of 8%) in the second quarter of fiscal 2009. The year-over-year decline in operating earnings reflected lower revenues, partially offset by cost-per-watt savings and increased sales of systems. PWF's fiscal 2010 second quarter results were also negatively impacted by the traditional summer shutdown of PWF's production facility. The shutdown was partially mitigated in fiscal 2009 through PWF's use of externally purchased materials. PWF did not supplement its internal production in fiscal 2010 due to lower demand.

PWF's fiscal 2010 second quarter earnings from operations were not materially impacted by its investment in the PV Alliance ("PVA"), compared to the same period a year ago when $0.2 million of costs were incurred. The PVA is a joint venture involving Photowatt France, EDF ENR Reparties ("EDF"), a partially owned subsidiary of Electricité de France, and CEA Investissement ("CEA"). PVA includes Lab-Fab, a research initiative to improve cell efficiency principally through the operation of a 25 MW cell line, which is expected to begin production in calendar 2010.

PWF's fiscal 2010 second quarter amortization expense was $4.1 million compared to $3.8 million in the second quarter of fiscal 2009 reflecting additional depreciation and amortization from expansion and improvement initiatives.

Fiscal 2009 second quarter "Other Solar" loss from operations included costs incurred primarily in decommissioning equipment.

Year to Date

Photowatt Technologies loss from operations for the six months ended September 27, 2009 was $6.9 million compared to earnings from operations of $16.1 million for the corresponding period a year ago.

For the first six months of fiscal 2010, PWF's loss from operations was $6.9 million compared to earnings from operations of $11.6 million a year ago. Operating profitability has decreased during fiscal 2010 compared to a year ago on lower revenues and a $4.7 million warranty charge against fiscal 2010 first quarter results related to a specific customer contract which contained an incremental performance clause beyond PWF's standard warranty terms.

"Other Solar" earnings from operations for the first six months of fiscal 2009 included a gain of $2.0 million on the sale of silicon (not usable by Photowatt France or Spheral Solar) that had a nominal carrying value and a gain of $3.2 million on the sale of the redundant Spheral Solar building in Cambridge, Ontario. The remaining "Other Solar" expenses in fiscal 2009 primarily related to the wind-down and closure of the Spheral Solar facility and other clean-up and equipment decommissioning costs.

PWF Outlook

The long-term outlook for the solar energy industry is positive. However, in the short and medium-term, solar power is, and for the foreseeable future will be affected by and largely dependent on, the existence of government incentives. Certain jurisdictions into which PWF sells, such as Spain and Germany, have subsidy programs that are designed to decline over time. Reductions in feed-in tariffs and caps in certain jurisdictions were implemented in the fourth quarter of fiscal 2009 and have had a negative impact on market demand and average selling prices per watt. Management believes PWF's average selling prices per watt may continue to be negatively impacted by these trends in fiscal 2010.

Tightening in the global credit markets has reduced available funding for solar installation projects. The resulting reduction in demand for solar modules, in addition to increased global module capacity in the solar industry, could result in sustained over-supply in fiscal 2010. While there has been some improvement in the credit markets, fewer funding sources for solar projects are expected to continue to negatively impact PWF during fiscal 2010.

Management is pursuing downstream alternatives to create an additional market for PWF's products and lock in average selling prices for a larger portion of fiscal 2010 sales. To this end, PWF is seeking strategic supply agreements with customers for sales contracts that would consume a significant portion of PWF's current capacity for the next several years. In addition, management is engaging with financial institutions, investors and governments to enable and develop solar projects in which PWF would participate.

To keep PWF cost competitive, management is considering a plan to reduce the cost structure which may cost up to $10 million. Management is actively monitoring the changing market conditions and will continue to modify plans accordingly.

Management expects improvements in cell efficiency, manufacturing yields and throughput will reduce PWF's direct manufacturing cost per watt. Management does not know to what extent planned reductions in cost per watt will offset the impact of declines in average selling prices on operating earnings.

In October 2009, the Company announced plans to serve the Ontario solar energy market, by leveraging its global solar expertise and its existing Ontario manufacturing presence. As part of its comprehensive approach to serve the Ontario market, the Company plans to: develop solar projects; offer complete solutions to installers and developers including modules, balance of system, technical support, project management, financing and site maintenance, with the ability to meet and exceed content requirements under the province of Ontario's Green Energy Act; build Photowatt-branded modules directly at the Company's existing Cambridge facilities, as well as through a contract manufacturing arrangement with an Ontario-based partner; and designate a "green wing" on its existing Cambridge campus while inviting others wishing to participate in the Ontario market and/or produce products in Ontario to consider cooperation and co-location at this facility. The Company is taking actions towards this plan through several initiatives including: business development activities; examining potential sites for solar project development in Ontario; and the recruitment of seasoned industry professionals to lead ongoing development. The Company will incur start-up costs for its Ontario-based solar division over the next several quarters, which are expected to be less than $0.5 million per quarter. Initial capital investments will be approximately $2 million to $4 million.

    
    Consolidated Results from Operations

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------
    Revenue                       $   148.2  $   219.5  $   300.9  $   431.6
    Cost of revenue                   117.3      185.6      249.9      364.5
    Selling, general and
     administrative                    20.7       19.7       39.5       41.1
    Stock-based compensation            0.9        0.6        1.7        1.4
    Gains on sale of assets               -          -          -       (5.2)
    -------------------------------------------------------------------------
    Earnings from operations      $     9.3  $    13.6  $     9.8  $    29.8
    -------------------------------------------------------------------------
    Interest expense (income)     $     0.6  $     0.4  $     1.1  $    (0.1)
    Provision for income taxes          2.7        0.5        2.4        2.2
    -------------------------------------------------------------------------
    Net income from continuing
     operations                   $     6.0  $    12.7  $     6.3  $    27.7
    -------------------------------------------------------------------------
    Loss from discontinued
     operations                           -       (3.4)         -       (5.5)
    -------------------------------------------------------------------------
    Net income                    $     6.0  $     9.3  $     6.3  $    22.2
    -------------------------------------------------------------------------

    Earnings per share
    Basic and diluted from
     continuing operations        $    0.07  $    0.16  $    0.07  $    0.36
    Basic and diluted             $    0.07  $    0.12  $    0.07  $    0.29
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Revenue. At $148.2 million, second quarter consolidated revenue from continuing operations was 32% lower than a year ago. The decrease in revenue resulted from a 34% decrease in ASG revenue and a 29% decrease in Photowatt Technologies revenue. Year-to-date revenue was $300.9 million or 30% lower than for the same period a year ago.

Cost of revenue. Second quarter cost of revenue decreased on a consolidated basis by $68.3 million or 37% to $117.3 million. Consolidated gross margin increased to 21% in the second quarter of fiscal 2010 from 15% in the same period a year ago. The increase in gross margins reflected improved profitability in ASG as a result of cost reductions implemented during fiscal 2009 and 2010, supply chain savings and improved program management. The increase at ASG was partially offset by a reduction in gross margins at PWF as a result of lower average selling prices per watt. Consolidated year-to-date gross margin increased to 17% from 16% for the same period in the prior year.

Selling, general and administrative ("SG&A") expenses. For the second quarter of fiscal 2010, SG&A expenses increased 5% or $1.0 million to $20.7 million compared to the same period a year ago. Higher SG&A costs reflected $1.6 million of Company-wide severance and restructuring costs compared to $0.1 million for the same period in the prior year.

For the six months ended September 27, 2009, SG&A expenses decreased 4% or $1.6 million to $39.5 million compared to the same period a year ago. SG&A expenses in fiscal 2009 included additional spending of $1.4 million related to the Credit Agreement. The reduction of these expenses in fiscal 2010 has been offset by $3.9 million of Company-wide severance and restructuring costs compared to $0.3 million for the same six month period in fiscal 2009. Lower SG&A costs also reflected cost reductions implemented during fiscal 2009 and 2010, in addition to lower professional fees and lower profit sharing and selling expenses.

Gains on sale of assets. During the first quarter of fiscal 2009, the Company completed delivery to a third party of silicon that was not usable by PWF or Spheral Solar. The silicon had a nominal carrying value and the Company recognized a gain of $2.0 million on the sale. Also, during the first quarter of fiscal 2009, the Company completed the sale of the redundant Spheral Solar building in Cambridge, Ontario for net proceeds of $16.0 million. A net gain of $3.2 million was recognized on the sale.

There were no such gains recorded in fiscal 2010.

Stock-based compensation. For the three and six month periods ended September 27, 2009, stock-based compensation expense increased to $0.9 million and $1.7 million respectively from $0.6 million and $1.4 million a year ago. This increase reflects the issuance of employee stock options and deferred stock units.

The expense associated with the Company's performance-based stock options is recognized in income over the estimated assumed vesting period at the time the stock options are granted. Upon the Company's stock price trading at or above stock price performance thresholds for a specified minimum number of trading days within a fiscal quarter, the options vest. When the performance-based options vest, the Company is required to recognize all previously unrecognized expenses associated with the vested stock options in the period in which they vest.

    
    As at September 27, 2009, the following performance-based stock options
    were un-vested:

                                             Weighted
                                              average    Current   Remaining
    Stock price     Number of  Grant date   remaining       year  expense to
     performance     options    value per     vesting    expense   recognize
     threshold   outstanding       option      period     ('000s)  (in 000's)
    -------------------------------------------------------------------------
    $7.49             41,667    $   1.66    4.4 years     $    7     $    61
    $8.41            266,667        2.11    1.6 years         90         257
    $8.50            889,333        1.41    3.1 years        127         773
    $9.08            218,666        2.77    1.0 years        117         213
    $9.49             41,667        1.66    5.1 years          6          62
    $10.41           266,667        2.11    3.0 years         62         350
    $10.50           889,333        1.41    4.0 years        108         844
    $11.08           218,667        2.77    2.3 years         73         344
    $12.41           266,666        2.11    4.0 years         51         387
    $13.08           218,667        2.77    3.3 years         65         390
    $16.60             5,290        3.68    0.5 years          2           3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Consolidated earnings from operations. For the three months ended September 27, 2009, consolidated earnings from operations were $9.3 million, compared to $13.6 million earnings from operations a year ago. Fiscal 2010 second quarter performance reflects: operating earnings of $13.6 million at ASG (operating earnings of $13.9 million a year ago); Photowatt Technologies operating earnings of $0.6 million (operating earnings of $5.6 million a year ago); and inter-segment eliminations and corporate expenses of $4.9 million ($5.9 million of costs a year ago). Year-to-date consolidated earnings from operations were $9.8 million, compared to earnings from operations of $29.8 million a year ago. Fiscal 2010 year-to-date performance reflects: operating earnings of $28.4 million at ASG (operating earnings of $24.2 million a year ago); Photowatt Technologies operating loss of $6.9 million (operating earnings of $16.1 million a year ago); and inter-segment elimination and corporate expenses of $11.7 million ($10.5 million a year ago).

Interest expense and interest income. Net interest expense has increased in the three and six months ended September 27, 2009 to $0.6 million and $1.1 million respectively compared to $0.4 million of net interest expense and $0.1 million of net interest income for the corresponding periods a year ago. The increase in net interest expense is primarily due to new credit facilities in PWF.

Provision for income taxes. In the three and six month periods ended September 27, 2009, the Company's effective income tax rate increased to 31% and 27% respectively from 4% and 7% in the same periods a year ago due to the utilization of certain investment tax credits which resulted in a non-cash tax provision. In previous periods, the Company utilized unrecognized non-capital losses which reduced the effective income tax rate.

Net income from continuing operations. For the second quarter of fiscal 2010, net income from continuing operations was $6.0 million (7 cents per share basic and diluted) compared to net income from continuing operations of $12.7 million (16 cents per share basic and diluted) a year ago. Net income from continuing operations for the six months ended September 27, 2009 was $6.3 million (7 cents per share basic and diluted) compared to net income from continuing operations of $27.7 million a year ago (36 cents per share basic and diluted).

Loss from discontinued operations, net of tax. During fiscal 2009, the Company sold the key operating assets and liabilities including equipment, current assets, trade accounts payable and certain other assets and liabilities of its Precision Components Group ("PCG") for cash proceeds of $4.3 million and promissory notes with a face value of $2.7 million. This transaction was completed in the fourth quarter of fiscal 2009. Accordingly, the results of PCG operations have been segregated and presented separately as discontinued operations.

The loss from discontinued operations in the second quarter of fiscal 2009 was $3.4 million and was $5.5 million for the two quarters ended September 30, 2008. There were no discontinued operations in the first two quarters of fiscal 2010. See note 5 to the interim consolidated financial statements for further details on discontinued operations.

Net income. Second quarter fiscal 2010 net income was $6.0 million (7 cents per share basic and diluted) compared to net income of $9.3 million (12 cents per share basic and diluted) for the same period last year. Net income in the first six months ended September 27, 2009 was $6.3 million (7 cents per share basic and diluted) compared to net income of $22.2 million (29 cents per share basic and diluted) for the corresponding period a year ago.

    
    Reconciliation of EBITDA to GAAP measures (in millions of dollars)

                                      Three      Three        Six        Six
                                     Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    Sept 27,   Sept 30,   Sept 27,   Sept 30,
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------
    EBITDA
    Automation Systems            $    15.3  $    16.0  $    32.0  $    28.3
    Photowatt Technologies              4.7        9.4        1.3       23.6
    Corporate and inter-segment        (4.5)      (5.8)     (11.1)     (10.2)
    -------------------------------------------------------------------------
    Total EBITDA                  $    15.5  $    19.6  $    22.2  $    41.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Less: Depreciation and
     amortization expense
    Automation Systems            $     1.7  $     2.1  $     3.6  $     4.1
    Photowatt Technologies              4.1        3.8        8.2        7.5
    Corporate and inter-segment         0.4        0.1        0.6        0.3
    -------------------------------------------------------------------------
    Total depreciation and
     amortization expense         $     6.2  $     6.0  $    12.4  $    11.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings (loss) from
     operations
    Automation Systems            $    13.6  $    13.9  $    28.4  $    24.2
    Photowatt Technologies              0.6        5.6       (6.9)      16.1
    Corporate and inter-segment        (4.9)      (5.9)     (11.7)     (10.5)
    -------------------------------------------------------------------------
    Total earnings from
     operations                   $     9.3  $    13.6  $     9.8  $    29.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Less: Interest expense
           (income)               $     0.6  $     0.4  $     1.1  $    (0.1)
          Provision for
           income taxes                 2.7        0.5        2.4        2.2
          Loss from discontinued
           operations                     -        3.4          -        5.5
    -------------------------------------------------------------------------
    Net income                    $     6.0  $     9.3  $     6.3  $    22.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Foreign Exchange

The year-over-year decrease in value of the Canadian dollar relative to the U.S. dollar had a positive impact on the Company's revenue, earnings from operations and net income in the first and second quarters of fiscal 2010 compared to the same periods of fiscal 2009. ATS follows a transaction hedging program to help mitigate the impact of short-term foreign currency movements. This hedging activity consists primarily of forward foreign exchange contracts used to manage foreign currency exposure. Purchasing third-party goods and services in U.S. dollars by Canadian operations also acts as a partial offset to U.S. dollar exposure. 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 13 to the interim consolidated financial statements for details on the derivative financial instruments outstanding at September 27, 2009.

    
                                    Three months ended      Six months ended
                                    Sept 27,  Sept 30,    Sept 27,   Sept 30,
                                       2009      2008        2009       2008
    -------------------------------------------------------------------------
    US $                             1.0987     1.0426     1.1324     1.0261
    Euro                             1.5702     1.5625     1.5791     1.5698
    Singapore $                      0.7633     0.7451     0.7776     0.7420
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

Liquidity, Cash Flow and Financial Resources

At September 27, 2009, the Company had cash and short-term investments of $166.3 million compared to $142.4 million at March 31, 2009. In the three and six months ended September 27, 2009, cash flows provided by operating activities were $19.7 million and $6.0 million, respectively, compared to cash flows provided by operating activities of $26.8 million and $22.1 million over the same periods in fiscal 2009. The Company's total debt to total equity ratio at September 27, 2009 was 0.1:1. At September 27, 2009, the Company had $74.8 million of unutilized credit available under existing operating and long-term credit facilities and a further $25.8 million available under letter of credit facilities.

In the second quarter of fiscal 2010, the Company's investment in non-cash working capital decreased by $9.4 million or 5%. On a year-to-date basis, investment in non-cash working capital increased by $10.9 million or 6%. Consolidated accounts receivable decreased 18% or $22.2 million, due primarily to lower revenues in the first two quarters of fiscal 2010. Net contracts in progress increased by 2% or $0.7 million compared to March 31, 2009. The Company actively manages its accounts receivable and net construction-in-process balances through billing terms on long-term contracts and by focusing on improving collection efforts. Inventories decreased by 7% or $9.6 million compared to March 31, 2009. The Company is targeting to increase the turnover of its inventory. In the short-term, these efforts will be impacted by the Company's ability to increase sales volumes, particularly in PWF. Deposits, prepaid assets and other decreased by 13% or $3.5 million compared to March 31, 2009 due to a reduction in the fair market value of forward foreign exchange contracts and a reduction in restricted cash being used to secure letters of credit. Accounts payable decreased 25% on lower purchases, consistent with lower revenue levels in the first two quarters of fiscal 2010.

Year-to-date property, plant and equipment purchases totalled $9.9 million. Expenditures at PWF totalling $8.8 million were primarily used for production equipment. Included in PWF capital expenditures was $2.9 million related to the Company's proportionate share of PVA for production equipment and building improvements. Total ASG and Corporate capital expenditures were $1.1 million.

The Company's subsidiary, PWF has credit facilities of (euro)42.5 million, through short and long-term debt agreements and capital lease agreements. The interest rates applicable to the credit facilities range from Euribor plus 0.5% to Euribor plus 1.9% and 4.9% per annum. Certain of the credit facilities are secured by certain assets of PWF, a commitment to restrict payments by the Company and are subject to debt leverage tests. PWF is in compliance with these covenants.

The Company has an additional unsecured credit facility available of 2.0 million Swiss francs. The credit facility bears interest at up to 6.0% per annum. A portion of the available credit facility is secured by a letter of credit.

Subsequent to the end of the second quarter, the Company and its lender agreed to extend its existing primary credit facility (the "Credit Agreement") until April 30, 2011. The Credit Agreement provides total credit facilities of up to $85 million, comprised of an operating credit facility of $65 million and a letter of credit facility of up to $20 million for certain purposes. The operating credit facility is subject to restrictions regarding the extent to which the outstanding funds advanced under the facility can be used to fund certain subsidiaries of the Company. The Credit Agreement, which is secured by the assets, including real estate, of the Company's North American legal entities and a pledge of shares and guarantees from certain of the Company's legal entities, is repayable in full on April 30, 2011.

The operating credit facility is available in Canadian dollars by way of prime rate advances, letter 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 operating credit facility are determined based on certain financial ratios. 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 1.25% to 2.25%. For bankers' acceptances and LIBOR advances, the interest rate is equal to the bankers' acceptance fee or the LIBOR, respectively, plus 2.25% to 3.25%.

Under the Credit Agreement, the Company pays a standby fee on the unadvanced portions of the amounts available for advance or draw-down under the credit facilities at rates ranging from 0.675% to .975% per annum, as determined based on certain financial ratios.

The Credit Agreement is subject to a debt leverage test, a current ratio test, and a cumulative EBITDA test. Under the terms of the Credit Agreement, the Company is restricted from encumbering any assets with certain permitted exceptions. The Credit Agreement also partially restricts the Company from repurchasing its common shares, paying dividends and from acquiring and disposing of certain assets. The Company is in compliance with these covenants and restrictions.

The Company expects that continued cash flows from operations, together with cash and short-term investments on hand and credit available under operating and long-term credit facilities, will be more than sufficient to fund its requirements for investments in working capital, capital assets and strategic investment plans including potential acquisitions.

No stock options were exercised during the first two quarters of fiscal 2010. At November 9, 2009 the total number of shares outstanding was 87,277,155.

Contractual Obligations

The minimum operating lease payments related primarily to facilities and equipment, purchase obligations and other obligations in each of the next five years are as follows:

    
                                                         Purchase      Other
                                             Operating    Obliga-    Obliga-
    ($ in thousands)                            Leases      tions      tions
    -------------------------------------------------------------------------
    Less than 1 year                         $   3,977  $ 107,633  $      80
    1 - 3 years                                  3,817    132,414         39
    4 - 5 years                                     25    104,707          -
    Thereafter                                       -    194,075          -
    -------------------------------------------------------------------------
                                             $   7,819  $ 538,829  $     119
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

In the second quarter of fiscal 2010, the Company terminated an existing silicon supply contract with approximately 1,250 tonnes of UMG-Si remaining to be delivered. Concurrently, the Company entered into a replacement contract to purchase 180 tonnes of polysilicon through the remainder of calendar 2009 and 2010. Part of the deposit from the terminated contract was applied to the new contract with the remainder of the deposit being applied against pre-existing accounts payable.

    
    Consolidated Quarterly Results

    ($ in thousands, except             Q2         Q1         Q4         Q3
     per share amounts)                2010       2010       2009       2009
    -------------------------------------------------------------------------
    Revenue                       $ 148,169  $ 152,701  $ 201,774  $ 221,739

    Earnings from operations      $   9,305  $     502  $  17,743  $  18,472

    Net income from continuing
     operations                   $   6,012  $     325  $  14,041  $  15,814

    Net income (loss)             $   6,012  $     325  $  13,506  $  12,316

    Basic earnings  per share
     from continuing operations   $    0.07  $    0.00  $    0.17  $    0.20

    Diluted earnings  per share
     from continuing operations   $    0.07  $    0.00  $    0.16  $    0.20

    Basic earnings (loss)
     per share                    $    0.07  $    0.00  $    0.16  $    0.16

    Diluted earnings (loss)
     per share                    $    0.07  $    0.00  $    0.15  $    0.16

    ASG Order Bookings            $  71,000  $  96,000  $ 126,000  $ 157,000

    ASG Order Backlog             $ 197,000  $ 230,000  $ 255,000  $ 282,000



    ($ in thousands, except             Q2         Q1         Q4         Q3
     per share amounts)                2009       2009       2008       2008
    -------------------------------------------------------------------------
    Revenue                       $ 219,071  $ 212,071  $ 186,474  $ 174,457

    Earnings from operations      $  13,563  $  16,278  $   8,183  $  24,426

    Net income from continuing
     operations                   $  12,688  $  14,991  $  10,343  $  24,365

    Net income (loss)             $   9,272  $  12,930  $   7,939  $  (3,662)

    Basic earnings  per share
     from continuing operations   $    0.16  $    0.19  $    0.13  $    0.32

    Diluted earnings  per share
     from continuing operations   $    0.16  $    0.19  $    0.13  $    0.32

    Basic earnings (loss)
     per share                    $    0.12  $    0.17  $    0.10  $   (0.05)

    Diluted earnings (loss)
     per share                    $    0.12  $    0.17  $    0.10  $   (0.05)

    ASG Order Bookings            $ 133,000  $ 169,000  $ 137,000  $ 115,000

    ASG Order Backlog             $ 247,000  $ 258,000  $ 232,000  $ 211,000
    

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 ASG order bookings, PWF sales volumes, and the Company's earnings in any of its markets. ATS typically experiences some seasonality with its revenue and earnings due to summer plant shutdowns by its customers and summer shutdown at PWF. Accordingly, revenue during the second quarter is usually lower than in the first, third and fourth quarters. In PWF, slower sales may occur in the winter months, when the weather may impair the ability to install its products in certain geographical areas.

Changes in Accounting Policies

Effective April 1, 2009, the Company retroactively adopted the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3064, "Goodwill and intangible assets." The adopted standard establishes guidance for the recognition, measurement, presentation and disclosure of goodwill and intangible assets, including internally generated intangible assets. As required by the standard, computer software assets have been retroactively reclassified on the interim consolidated balance sheets from property, plant and equipment to intangible assets. The net book value of computer software reclassified as of March 31, 2009 was $3.0 million. As of September 27, 2009, computer software of $2.5 million is included within intangible assets. There is no impact on previously reported net income.

Future Accounting Changes

CICA Handbook Section 1582 "Business Combinations" which replaces Handbook Section 1581 "Business Combinations" and is converged with IFRS 3 "Business Combinations" establishes standards for the measurement of a business combination and the recognition and measurement of assets acquired and liabilities assumed. This standard is effective for fiscal years beginning on or after January 1, 2011. The Company may elect to early adopt this standard and if so, will be required to early adopt Section 1601 "Consolidated Financial Statements" and Section 1602 "Non-Controlling Interests". The Company is evaluating the impact of adoption of this new section in connection with its conversion to IFRS.

CICA Handbook Section 1601 "Consolidated Financial Statements" and Handbook Section 1602 "Non-Controlling Interests" replace Handbook Section 1600 "Consolidated Financial Statements". Handbook Section 1601 carries forward the existing Canadian guidance on aspects of the preparation of consolidated financial statements subsequent to acquisition other than non-controlling interests. Handbook Section 1602 establishes standards for the accounting of non-controlling interests of a subsidiary in the preparation of consolidated financial statements subsequent to a business combination. The standards are effective for fiscal years beginning on or after January 1, 2011. The Company may elect to early adopt the standards and if so, will be required to early adopt Handbook Section 1582 "Business Combinations". The Company is evaluating the impact of adoption of this new section in connection with its conversion to IFRS.

International Financial Reporting Standards

The CICA's Accounting Standards Board has announced that Canadian publicly-accountable enterprises will adopt International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board effective January 1, 2011. Although IFRS uses a conceptual framework similar to Canadian GAAP, differences in accounting policies and additional required disclosures will need to be addressed.

The Company commenced its IFRS conversion project in fiscal 2009. The project consists of four phases: diagnostic; design and planning; solution development; and implementation. The diagnostic phase was completed in fiscal 2009 with the assistance of external advisors. This work involved a high-level review of the major differences between current Canadian GAAP and IFRS and a preliminary assessment of the impact of those differences on the Company's accounting and financial reporting, systems and other business processes. The areas of highest potential impact include: property, plant and equipment; provisions and contingencies; and IFRS 1: first time adoption, as well as more extensive presentation and disclosure requirements under IFRS.

The Company's IFRS conversion project is progressing according to plan. The Company is currently in the solution development phase, which includes detailed review of all relevant IFRS standards, selection of new accounting policies where applicable, including IFRS 1 transition date first time adoption exemptions, development of model IFRS financial statements, identification of information gaps and necessary changes in reporting, processes and systems, development of a process to prepare IFRS comparative information and further training for employees. The Company is continuing to monitor standards to be issued by the International Accounting Standards Board ("IASB"). Pending completion of some of thes projects by the IASB, and until the Company's accounting policy choices are finalized and approved, the Company will be unable to quantify the impact of IFRS on its Consolidated Financial Statements.

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 months ended September 27, 2009, 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's 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: management's expectations of continued reductions and/or delays in capital spending; management's belief that increased capital spending will lag general economic recovery; risk of customer financial difficulties, and the resulting negative impact on ASG's future profitability; sporadic nature of opportunities resulting from new approach to market; evaluation of cash and credit terms in customer proposals; ASG plans to continue consolidation and restructuring efforts and the associated timeline and expected costs; management's plan to continue to monitor market conditions and modify plans accordingly; management's expectation that strategic initiatives will have a positive impact on ASG operations and uncertainty as to what extent the improvement initiatives will offset current market conditions; management's belief that the balance sheet, approach to market and operational improvements will provide a solid foundation for improved performance when markets stabilize; expected date that Lab-Fab cell line will begin production; short, medium, and long term outlook for the solar energy industry; management's belief that PWF's average selling prices per watt may continue to be negatively impacted in fiscal 2010 by trends towards reductions in feed-in tariffs and caps; potential for sustained oversupply of solar modules in the market during fiscal 2010 and the expected negative impact on PWF; management's pursuit of downstream alternatives at PWF; management's efforts with respect to development of solar projects; management's consideration of a plan to reduce PWF cost structure and the associated cost; management's expectation of reduction in PWF's direct manufacturing cost per watt and uncertainty as to what extent planned reductions in cost per watt will offset the impact of declines in average selling prices on operating earnings; ATS' plans and activities targeted at serving the Ontario solar market; ATS's target to increase turnover of its inventory; ATS's expectations with respect to cash flows; seasonality of revenues; and the introduction, evaluation and adoption of new accounting policies and standards. The risks and uncertainties that may affect forward-looking statements include, among others: general market performance including capital market conditions and availability and cost of credit; economic market conditions; impact of factors such as health of automotive customers, financial failure and/or bankruptcy of customers, increased pricing pressure and possible margin compression; foreign currency and exchange risk; the relative strength of the Canadian dollar; performance of the market sectors that ATS serves; that one or more customers experience bankruptcy despite focus on credit terms; that consolidation and restructuring efforts take longer than expected and/or incur greater costs than expected; that strategic initiatives will not have the intended impact on ASG operations; unexpected delays in completing the Lab-Fab cell line; ability of PWF to identify downstream alternatives and lock in favourable average selling prices with its customers; success or failure of management's efforts to reduce cost per watt at PWF; ability of ATS to acquire the needed expertise and financial partners necessary to effectively develop Ontario solar projects; the financial attractiveness of, and demand for, those solar projects; ATS's ability to conclude relationships with third parties in order to implement its plans for solar projects; extent of market demand for solar products; the availability and possible reduction or elimination of government subsidies and incentives for solar products in various jurisdictions; ability to obtain necessary government certifications and approvals for solar projects in a timely fashion; political, labour or supplier disruptions in manufacturing and supply of silicon; the usefulness or value of existing silicon supplies dissipates due to market conditions or for other reasons; PWF is unable to secure further acceptable silicon feedstock at favourable prices; reversal of current silicon supply arrangements and negotiation of new supply arrangements; potential inability of PVA to achieve improvements in cell efficiency, including problems with the technology or commercialization thereof; slow-down or reversal of progress being made with the efficiency and cost per watt of solar modules either through PVA research and development efforts or PWF's independent efforts; ability to effectively implement PVA projects and ability to properly manage the PVA relationship; 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 becomes a party; exposure to product liability claims of Photowatt Technologies; 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 ATS does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.

November 10, 2009

    
                     ATS AUTOMATION TOOLING SYSTEMS INC.
                         Consolidated Balance Sheets
                    (in thousands of dollars - unaudited)


                                                        September      March
                                                               27         31
                                                             2009       2009
    -------------------------------------------------------------------------

    ASSETS
    Current assets
    Cash and short-term investments                     $ 166,322  $ 142,361
    Accounts receivable                                    98,246    120,479
    Investment tax credits                                 15,066     14,538
    Costs and earnings in excess of billings on
     contracts in progress                                 80,964     86,079
    Inventories (note 4)                                  128,025    137,600
    Future income taxes                                     9,061      3,669
    Deposits, prepaid assets and other (notes 6 and 13)    22,991     26,507
    -------------------------------------------------------------------------
                                                          520,675    531,233

    Property, plant and equipment                         192,431    201,192
    Goodwill                                               36,849     39,990
    Intangible assets                                       5,332      6,419
    Future income taxes                                       972      1,283
    Portfolio investments                                   3,319      3,245
    Other assets (note 7)                                  42,023     51,172
    -------------------------------------------------------------------------
                                                        $ 801,601  $ 834,534
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Current liabilities
    Bank indebtedness (note 11)                         $  20,660  $     142
    Accounts payable and accrued liabilities (notes
     12 and 13)                                           129,136    172,935
    Billings in excess of costs and earnings on
     contracts in progress                                 37,787     43,600
    Future income taxes                                    13,260      9,176
    Current portion of long-term debt (note 11)             5,319      4,133
    Current portion of obligations under capital
     leases (note 11)                                       4,321      3,409
    -------------------------------------------------------------------------
                                                          210,483    233,395

    Long-term debt (note 11)                               10,996     10,502
    Long-term obligations under capital leases (note 11)   21,410     17,652
    Future income taxes                                     1,652      4,538

    Shareholders' equity
    Share capital                                         479,537    479,537
    Contributed surplus                                     9,903      8,722
    Accumulated other comprehensive income (loss)
     (note 14)                                             (3,411)    15,494
    Retained earnings                                      71,031     64,694
    -------------------------------------------------------------------------
                                                          557,060    568,447
    -------------------------------------------------------------------------
                                                        $ 801,601  $ 834,534
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Contingencies (note 18)
    See accompanying notes to interim consolidated financial statements



                     ATS AUTOMATION TOOLING SYSTEMS INC.
                    Consolidated Statements of Operations
       (in thousands of dollars, except per share amounts - unaudited)


                                    Three months ended      Six months ended
    -------------------------------------------------------------------------
                                  September  September  September  September
                                         27         30         27         30
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------

    Revenue                       $ 148,169  $ 219,536  $ 300,870  $ 431,607
    -------------------------------------------------------------------------
    Operating costs and expenses
      Cost of revenue               117,254    185,643    249,877    364,493
      Selling, general and
       administrative                20,722     19,695     39,488     41,088
      Stock-based compensation
       (note 8)                         888        635      1,698      1,379
    Gain on sale of silicon               -          -          -     (2,006)
    Gain on sale of building (note 5)     -          -          -     (3,188)
    -------------------------------------------------------------------------
    Earnings from operations          9,305     13,563      9,807     29,841
    -------------------------------------------------------------------------

    Other expenses (income)
      Interest on long-term debt        355        136        656        148
      Other interest                    197        258        436       (240)
    -------------------------------------------------------------------------
                                        552        394      1,092        (92)
    -------------------------------------------------------------------------

    Income from continuing
     operations before income taxes   8,753     13,169      8,715     29,933
    Provision for income taxes
     (note 17)                        2,741        481      2,378      2,254
    -------------------------------------------------------------------------

    Net income from continuing
     operations                       6,012     12,688      6,337     27,679
    Loss from discontinued
     operations, net of tax (note 5)      -     (3,416)         -     (5,477)
    -------------------------------------------------------------------------

    Net income                    $   6,012  $   9,272  $   6,337  $  22,202
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings (loss) per share
     (note 9)
    Basic and diluted - from
     continuing operations        $    0.07  $    0.16  $    0.07  $    0.36
    Basic and diluted - from
     discontinued operations              -      (0.04)         -      (0.07)
    -------------------------------------------------------------------------
                                  $    0.07  $    0.12  $    0.07  $    0.29
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    See accompanying notes to interim consolidated financial statements



                     ATS AUTOMATION TOOLING SYSTEMS INC.
             Consolidated Statements of Shareholders' Equity and
                      Other Comprehensive Income (Loss)
                    (in thousands of dollars - unaudited)


    Six months ended                                      September 27, 2009
    -------------------------------------------------------------------------
                                                Accumu-
                                                 lated
                                                 Other
                                               Compreh-
                                                ensive                 Total
                                     Contri-    Income                 Share-
                           Share      buted      (Loss)  Retained    holders'
                         Capital    Surplus   (note 14)  Earnings     Equity
    -------------------------------------------------------------------------

    Balance, beginning
     of period         $ 479,537  $   8,722  $  15,494  $  64,694  $ 568,447

    Comprehensive
     income (loss)
      Net income               -          -          -      6,337      6,337
      Currency translation
       adjustment              -          -    (20,837)         -    (20,837)
      Net unrealized gain
       on available-
       for-sale financial
       assets (net of
       income taxes
       of $nil)                -          -         74          -         74
      Net unrealized gain
       on derivative
       financial instruments
       designated as cash
       flow hedges (net of
       income taxes of $221)   -          -        883          -        883
      Gain transferred to
       net income for
       derivatives
       designated as cash
       flow hedges (net of
       income taxes of $nil)   -          -        975          -        975
                                                                   ----------
    Total comprehensive
     loss                                                            (12,568)
    Stock-based
     compensation (note 8)     -      1,181          -          -      1,181
    -------------------------------------------------------------------------

    Balance, end of the
     period            $ 479,537  $   9,903  $  (3,411) $  71,031  $ 557,060
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Six months ended                                      September 30, 2008
    -------------------------------------------------------------------------
                                                Accumu-
                                                 lated
                                                 Other
                                               Compreh-
                                                ensive                 Total
                                     Contri-    Income                 Share-
                           Share      buted      (Loss)  Retained    holders'
                         Capital    Surplus   (note 14)  Earnings     Equity
    -------------------------------------------------------------------------

    Balance, beginning
     of period         $ 432,825  $   6,370  $  (6,675) $  16,670  $ 449,190

    Comprehensive income
     (loss)
      Net income               -          -          -     22,202     22,202
      Currency
       translation
       adjustment              -          -    (12,050)         -    (12,050)
      Net unrealized
       loss on available-
       for-sale
       financial assets
       (net of income
       taxes of $nil)          -          -     (1,178)         -     (1,178)
      Net unrealized
       gain on derivative
       financial
       instruments
       designated
       as cash flow
       hedges (net of
       income taxes of
       $nil)                   -          -        116          -        116
      Loss transferred
       to net income
       for derivatives
       designated as
       cash flow hedges
       (net of income
       taxes of $nil)          -          -       (288)         -       (288)
                                                                   ----------
    Total comprehensive income                                         8,802
    Stock-based
     compensation (note 8)     -      1,291          -          -      1,291
    Costs related to
     shares issued for
     rights offering         (69)         -          -          -        (69)
    -------------------------------------------------------------------------

    Balance, end of
     the period        $ 432,756  $   7,661  $ (20,075) $  38,872  $ 459,214
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    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
                                         27         30         27         30
                                       2009       2008       2009       2008
    -------------------------------------------------------------------------

    Operating
     activities:
    Net income                    $   6,012  $   9,272  $   6,337  $  22,202
    Items not involving
     cash
      Depreciation and
       amortization                   6,181      6,061     12,384     11,882
      Future income taxes            (3,011)    (3,085)    (3,883)    (2,575)
      Other items not involving
       cash                             (23)       383        (12)       745
      Stock-based compensation
       (note 8)                         888        635      1,698      1,379
      Loss (gain) on disposal of
       property, plant and
       equipment                        302        182        354     (2,972)
    -------------------------------------------------------------------------
    Cash flow from operations        10,349     13,448     16,878     30,661
    Change in non-cash operating
     working capital                  9,366     13,391    (10,924)    (8,531)
    -------------------------------------------------------------------------
    Cash flows provided by
     operating activities            19,715     26,839      5,954     22,130
    -------------------------------------------------------------------------

    Investing activities:
    Acquisition of property,
     plant and equipment             (3,920)    (5,842)    (9,943)   (12,839)
    Acquisition of intangible
     assets                             (60)         -       (156)      (500)
    Investments, silicon deposits
     and other                       (1,154)       608     (2,580)       508
    Proceeds from disposal of assets    424         22        589     16,025
    -------------------------------------------------------------------------
    Cash flows used in investing
     activities                      (4,710)    (5,212)   (12,090)     3,194
    -------------------------------------------------------------------------

    Financing activities:
    Restricted cash (note 6)          2,160     (2,084)     4,736    (10,230)
    Bank indebtedness (note 11)      (2,272)       822     20,353    (18,367)
    Share issue costs                     -          -          -        (69)
    Proceeds from long-term debt
     (note 11)                        2,702          -      3,837     10,787
    Proceeds from sale and
     leaseback of property, plant
     and equipment                    6,803          -      6,803          -
    Repayment of long-term debt
     (note 11)                       (1,728)    (2,399)    (1,859)    (2,399)
    Repayment of obligations under
     capital leases (note 11)          (796)         -     (1,607)         -
    -------------------------------------------------------------------------
    Cash flows provided by (used
     in) financing activities         6,869     (3,661)    32,263    (20,278)
    -------------------------------------------------------------------------

    Effect of foreign exchange
     rate changes on cash
     and short-term investments        (644)    (1,002)    (2,166)    (1,222)
    -------------------------------------------------------------------------

    Net increase in cash and
     short-term investments          21,230     16,964     23,961      3,824
    Cash and short-term
     investments, beginning of
     period                         145,092     42,676    142,361     55,816
    -------------------------------------------------------------------------
    Cash and short-term
     investments, end of period   $ 166,322  $  59,640  $ 166,322     59,640
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplemental information

    Cash income taxes paid        $       1  $     163  $     384  $     175
    Cash interest paid            $     539  $     213  $     624  $     419
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    See accompanying notes to interim consolidated financial statements




                     ATS AUTOMATION TOOLING SYSTEMS INC.
             Notes to Interim Consolidated Financial Statements
            (in thousands, except per share amounts - unaudited)

    1.  Significant accounting policies:

    (i) The accompanying interim consolidated financial statements of ATS
    Automation Tooling Systems Inc. and its subsidiaries (collectively "ATS"
    or the "Company") have been prepared in accordance with Canadian
    generally accepted accounting principles ("GAAP") and the accounting
    policies and method of their application are consistent with those
    described in the annual consolidated financial statements for the year
    ended March 31, 2009 except for the adoption of the new accounting
    standards described in note 2 herein. These interim consolidated
    financial statements do not include all disclosures required by GAAP for
    annual financial statements and should be read in conjunction with the
    Company's annual consolidated financial statements for the year ended
    March 31, 2009. Certain figures for the previous year have been
    reclassified to conform with the current year's interim consolidated
    financial statement presentation.

    (ii) The preparation of these interim consolidated financial statements
    in conformity with GAAP requires management to make estimates and
    assumptions that may affect the reported amount 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 long-lived assets,
    recoverability of deferred development costs, fair value of reporting
    units and goodwill, warranties, income taxes, future income tax assets,
    determination of estimated useful lives of intangible assets and
    property, plant and equipment, impairment of portfolio investments,
    contracts in progress, inventory provisions, revenue recognition,
    contingent liabilities, and allowances for uncollectible accounts
    receivable.

    (iii) 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
    order bookings, Photowatt Technologies volumes, and the Company's
    earnings in any of its markets. ATS typically experiences some
    seasonality with its revenue and earnings due to summer plant shutdowns
    by its customers and summer shutdown at Photowatt International S.A.S.
    Accordingly, revenue during the second quarter is usually lower than in
    the first, third and fourth quarters. In Photowatt Technologies, slower
    sales may occur in the winter months, when the weather may impair the
    ability to install its products in certain geographical areas.

    2.  Changes in accounting policies:

    Effective April 1, 2009, the Company retroactively adopted the Canadian
    Institute of Chartered Accountants ("CICA") Handbook Section 3064
    "Goodwill and Intangible Assets" which replaced CICA Handbook Section
    3062 "Goodwill and Other Intangible Assets" and CICA Handbook Section
    3450 "Research and Development Costs". The adopted standard establishes
    guidance for the recognition, measurement, presentation and disclosure of
    goodwill and intangible assets including internally generated intangible
    assets.

    As required by the standard, the Company has retroactively reclassified
    computer software assets on the interim consolidated balance sheets from
    property, plant and equipment to intangible assets. The net book value of
    computer software reclassified as of March 31, 2009 was $2,968. As of
    September 27, 2009 computer software of $2,475 is included within
    intangible assets. There is no impact on previously reported net income
    or loss.

    3. Future accounting changes:

    The CICA's Accounting Standards Board has announced that Canadian
    publicly accountable enterprises will adopt International Financial
    Reporting Standards ("IFRS") as issued by the International Accounting
    Standards Board effective January 1, 2011. Although IFRS uses a
    conceptual framework similar to GAAP, differences in accounting policies
    and additional required disclosures will need to be addressed. The
    Company is currently assessing the impact of this announcement on its
    consolidated financial statements.

    CICA Handbook Section 1582 "Business Combinations" which replaces
    Handbook Section 1581 "Business Combinations" and is converged with IFRS
    3 "Business Combinations" establishes standards for the measurement of a
    business combination and the recognition and measurement of assets
    acquired and liabilities assumed. This standard is effective for fiscal
    years beginning on or after January 1, 2011. The Company may elect to
    early adopt this standard and if so, will be required to early adopt
    Section 1601 "Consolidated Financial Statements" and Section 1602 "Non-
    Controlling Interests". The Company is evaluating the impact of adoption
    of this new section in connection with its conversion to IFRS.

    CICA Handbook Section 1601 "Consolidated Financial Statements" and
    Handbook Section 1602 "Non-Controlling Interests" replace Handbook
    Section 1600 "Consolidated Financial Statements". Handbook Section 1601
    carries forward the existing Canadian guidance on aspects of the
    preparation of consolidated financial statements subsequent to a business
    combination. Handbook Section 1602 establishes standards for the
    accounting of non-controlling interests of a subsidiary in the
    preparation of consolidated financial statements subsequent to a business
    combination. The standards are effective for fiscal years beginning on or
    after January 1, 2011. The Company may elect to early adopt the standards
    and if so, will be required to early adopt Handbook Section 1582
    "Business Combinations". The Company is evaluating the impact of adoption
    of this new section in connection with its conversion to IFRS.

    4.  Inventories:

                                                  September 27      March 31
                                                          2009          2009
    -------------------------------------------------------------------------
    Inventories are summarized
     as follows:
      Raw materials                                  $  87,485     $  84,678
      Work in process                                   12,227        11,711
      Finished goods                                    28,313        41,211
    -------------------------------------------------------------------------
                                                     $ 128,025     $ 137,600
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The amount of inventory recognized as an expense and included in cost of
    revenue accounted for other than by the percentage-of-completion method
    during the three and six months ended September 27, 2009 was $48,191 and
    $96,221 respectively (three and six months ended September 30, 2008:
    $72,594 and $128,705 respectively). The amount charged to net income and
    included in cost of revenue for the write-down of inventory for valuation
    issues during both the three and six months ended September 27, 2009 was
    $2,026 and $3,017 respectively (three and six months ended September 30,
    2008: $1,792 and $3,677 respectively).

    5. Discontinued operations:

    (i) During the year ended March 31, 2009, the Company sold the key
    operating assets and liabilities, including equipment, current assets,
    trade accounts payable and certain other assets and liabilities of its
    Precision Components Group ("PCG") for cash proceeds of $4,250 and
    promissory notes with a face value of $2,750. Accordingly, the results of
    operations and financial position of PCG have been segregated and
    presented separately as discontinued operations in the interim
    consolidated financial statements. The results of the discontinued
    operations are as follows:

                              Three months ended            Six months ended
    -------------------------------------------------------------------------
                      September 27  September 30  September 27  September 30
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    Revenue              $       -     $   7,366     $       -     $  19,549

    Loss from
     discontinued
     operations,
     net of tax          $       -     $  (3,416)    $       -     $  (5,477)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (ii) During the year ended March 31, 2009, the Company sold the land and
    building related to its Spheral Solar development project which was
    halted in early fiscal 2008. The land and building were sold for net
    proceeds of $16,000 and a gain of $3,188 before and after tax.


    6.  Deposits, prepaid assets and other:

                                                  September 27      March 31
                                                          2009          2009
    -------------------------------------------------------------------------
    Prepaid assets                                   $   3,607     $   2,755
    Restricted cash(i)                                   6,799        11,892
    Silicon and other deposits                          10,892         8,731
    Forward contracts and other                          1,693         3,129
    -------------------------------------------------------------------------
                                                     $  22,991     $  26,507
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (i) Restricted cash consists of cash collateralized to secure letters of
    credit.


    7.  Other assets:
                                                  September 27      March 31
                                                          2009          2009
    -------------------------------------------------------------------------
    Silicon deposits                                 $  40,869     $  51,021
    Other                                                1,154           151
    -------------------------------------------------------------------------
                                                     $  42,023     $  51,172
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    8.  Stock-based compensation:

    In the calculation of the stock-based compensation expense in the interim
    consolidated statements of operations, the fair values of the Company's
    stock option grants were estimated using the Black-Scholes option pricing
    model for time vesting stock options and binomial option pricing models
    for performance based stock options.

    During the six months ended September 27, 2009 the Company granted
    350,000 time vesting options (375,000 in the six months ended September
    30, 2008). The options granted vest over 4 years from the date of issue.
    During the six month periods ended September 27, 2009 and September 30,
    2008, no performance based options were granted. Performance based stock
    options vest based on the Company's stock trading at or above certain
    thresholds for a specified number of minimum trading days. These
    performance options expire on the seventh anniversary after the date that
    the options vest. During the six month period ended September 27, 2009
    certain performance options vested in the normal course of business.
    During the six months ended September 30, 2008, no performance based
    options vested.

    The fair value of time vesting options issued during the period were
    estimated at the date of grant using the Black-Scholes option pricing
    model with the following weighted average assumptions:

                                                            Six months ended
    -------------------------------------------------------------------------
                                                  September 27  September 30
                                                          2009          2008
    -------------------------------------------------------------------------
    Weighted average risk-free interest rate             2.11%         3.24%
    Dividend yield                                          0%            0%
    Weighted average expected life                  4.55 years     4.0 years
    Expected volatility                                    60%           45%
    Number of stock options granted:
      Time vested                                      350,000       375,000
    Weighted average exercise price per option       $    5.10     $    7.80
    Weighted average value per option:
      Time vested                                    $    2.56     $    3.03
    -------------------------------------------------------------------------

    9.  Earnings (loss) per share:

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

                              Three months ended            Six months ended
    -------------------------------------------------------------------------
                      September 27  September 30  September 27  September 30
                              2009          2008          2009          2008
    -------------------------------------------------------------------------

    Basic               87,277,155    77,277,155    87,277,155    77,277,155
    Diluted             87,312,412    77,875,870    87,294,784    77,861,872
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    For the three and six months ended September 27, 2009, stock options to
    purchase 5,838,336 and 6,144,941 common shares respectively are excluded
    from the weighted average common shares in the calculation of diluted
    earnings per share as they are anti-dilutive (4,090,458 and 3,905,786
    common shares respectively were excluded in the three and six months
    ended September 30, 2008).

    10. Segmented disclosure:

    The Company evaluates performance based on two reportable segments:
    Automation Systems and Photowatt Technologies. The Automation Systems
    segment produces custom-engineered turn-key automated manufacturing
    systems and test systems. The Photowatt Technologies segment is a high
    volume manufacturer of photovoltaic products.

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

                              Three months ended            Six months ended
    -------------------------------------------------------------------------
                      September 27  September 30  September 27  September 30
                              2009          2008          2009          2008
    -------------------------------------------------------------------------

    Revenue
      Automation
       Systems           $  96,966     $ 147,418     $ 212,167       290,153
      Photowatt
       Technologies         51,501        72,532        91,583       141,869
      Inter-segment
       revenue                (298)         (414)       (2,880)         (415)
    -------------------------------------------------------------------------
    Consolidated         $ 148,169     $ 219,536     $ 300,870     $ 431,607
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Earnings (loss)
     from operations
      Automation
       Systems           $  13,605     $  13,940     $  28,357     $  24,242
      Photowatt
       Technologies            629         5,582        (6,904)       16,095
      Inter-segment
       operating
       earnings (loss)           3           (98)         (672)          195
      Stock-based
       compensation           (888)         (635)       (1,698)       (1,379)
      Other expenses        (4,044)       (5,226)       (9,276)       (9,312)
    -------------------------------------------------------------------------
    Consolidated         $   9,305     $  13,563     $   9,807     $  29,841
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    11. Bank indebtedness and long-term debt:

    Subsequent to the end of the second quarter, the Company and its lender
    agreed to extend its existing primary credit facility (the "Credit
    Agreement") until April 30, 2011. The Credit Agreement provides total
    credit facilities of up to $85,000, comprised of an operating credit
    facility of $65,000 and a letter of credit facility of up to $20,000 for
    certain purposes. The operating credit facility is subject to
    restrictions regarding the extent to which the outstanding funds advanced
    under the facility can be used to fund certain subsidiaries of the
    Company. The Credit Agreement, which is secured by the assets, including
    real estate, of the Company's North American legal entities and a pledge
    of shares and guarantees from certain of the Company's legal entities, is
    repayable in full on April 30, 2011.

    The operating credit facility is available in Canadian dollars by way of
    prime rate advances, letter 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 operating
    credit facility are determined based on certain financial ratios. 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 1.25% to 2.25%. For bankers' acceptances and LIBOR
    advances, the interest rate is equal to the bankers' acceptance fee or
    the LIBOR, respectively, plus 2.25% to 3.25%.

    Under the Credit Agreement, the Company pays a standby fee on the
    unadvanced portions of the amounts available for advance or draw-down
    under the credit facilities at rates ranging from 0.675% to 0.975% per
    annum, as determined based on certain financial ratios.

    The Credit Agreement is subject to a debt leverage test, a current ratio
    test, and a cumulative EBITDA test. Under the terms of the Credit
    Agreement, the Company is restricted from encumbering any assets with
    certain permitted exceptions. The Credit Agreement also partially
    restricts the Company from repurchasing its common shares, paying
    dividends and from acquiring and disposing certain assets. The Company is
    in compliance with these covenants and restrictions.

    The Company's subsidiary, Photowatt International S.A.S. has credit
    facilities including capital lease obligations of 42,478 Euro. The
    interest rates applicable to the credit facilities range from Euribor
    plus 0.5% to Euribor plus 1.9% and 4.9% per annum. Certain of the credit
    facilities are secured by certain assets of Photowatt International
    S.A.S. and a commitment to restrict payments to the Company and are
    subject to debt leverage tests. The Company is in compliance with these
    covenants.

    The Company has an additional unsecured credit facility available of
    2,000 Swiss francs. The credit facility bears interest at up to 6.0% per
    annum. A portion of the available credit facility is secured by a letter
    of credit.

    The following amounts were outstanding:
                                                  September 27      March 31
                                                          2009          2009
    -------------------------------------------------------------------------
    Bank indebtedness:
    Primary credit
     facility                                        $   1,428     $       -
    Other facilities                                    19,232           142
    -------------------------------------------------------------------------
                                                     $  20,660     $     142
    -------------------------------------------------------------------------
    Long-term debt:
    Primary credit facility                          $       -     $       -
    Other facilities                                    16,315        14,635
    -------------------------------------------------------------------------
                                                     $  16,315     $  14,635
    Less: current portion                                5,319         4,133
    -------------------------------------------------------------------------
                                                     $  10,996     $  10,502
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Obligations under capital lease:
    Future minimum lease payments                    $  31,478     $  23,802
    Less: amount representing interest
     (at rates ranging from 3% to 5%)                    5,747         2,741
    -------------------------------------------------------------------------
                                                     $  25,731     $  21,061
    Less: current portion                                4,321         3,409
    -------------------------------------------------------------------------
                                                     $  21,410     $  17,652
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    12. Restructuring:

    During the year ended March 31, 2008, the Company commenced a
    restructuring program to improve operating performance. The restructuring
    program included workforce reductions, and the closure of
    underperforming, non-strategic divisions during fiscal 2008 and fiscal
    2009. In the three and six months ended September 30, 2008, severance and
    restructuring expenses associated with this restructuring program were
    $119 and $279 respectively.

    In fiscal 2010, the Company accelerated and expanded its previous
    restructuring program. In the three and six months ended September 27,
    2009, severance and restructuring expenses associated with the closure of
    two divisions and other workforce reductions were $1,627 and $3,926
    respectively, primarily in the Automation Systems group.

    The following is a summary of the changes in the provision for
    restructuring costs:

                              Three months ended            Six months ended
    -------------------------------------------------------------------------
                      September 27  September 30  September 27  September 30
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    Balance, beginning
     of period           $   3,837     $   8,232     $   4,535     $  12,585
    Severance and
     restructuring
     expense                 1,627           119         3,926           279
    Cash payments           (1,667)       (2,186)       (4,631)       (6,662)
    Foreign exchange           (42)          (63)          (75)         (100)
    -------------------------------------------------------------------------
    Balance, end
     of period           $   3,755     $   6,102     $   3,755     $   6,102
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    13. Financial instruments:

    Derivative financial instruments

    The Company uses forward foreign exchange contracts to manage foreign
    currency exposure. Forward foreign exchange contracts that are not
    designated in hedging relationships and are classified as held-for-
    trading. The changes in fair value are recognized in selling, general and
    administrative expenses in the interim consolidated statements of
    operations. During the three and six months ended September 27, 2009, the
    fair value of derivative financial assets classified as held-for-trading
    and included in deposits and prepaid assets decreased by $369 and $601
    respectively (increased by $649 and $771 respectively during the three
    and six months ended September 30, 2008) and the fair value of derivative
    financial liabilities classified as held-for-trading and included in
    accounts payable and accrued liabilities decreased by $738 and increased
    by $653 during the three and six months ended September 27, 2009
    (decreased by $722 and $830 respectively during the three and six months
    ended September 30, 2008).

    Cash flow hedges

    During the three and six months ended September 27, 2009, an unrealized
    loss of $21 and $nil respectively was recognized in selling, general and
    administrative expense for the ineffective portion of cash flow hedges
    (unrealized gain of $78 and $101 during the three and six months ended
    September 30, 2008). After-tax unrealized gains of $502 included in
    accumulated other comprehensive income at September 27, 2009 are expected
    to be reclassified to earnings over the next 12 months when the revenue
    is recorded (unrealized losses of $268 at September 30, 2008).

    14. Accumulated other comprehensive income (loss):

    The components of accumulated other comprehensive income (loss) are as
    follows:

                                                  September 27      March 31
                                                          2009          2009
    -------------------------------------------------------------------------
    Accumulated currency translation adjustment      $  (2,639)    $  18,198
    Accumulated unrealized loss on
     available-for-sale financial assets                (1,274)       (1,348)
    Accumulated unrealized net gain (loss) on
     derivative financial instruments designated
     as cash flow hedges(i)                                502        (1,356)
    -------------------------------------------------------------------------
    Accumulated other comprehensive income (loss)    $  (3,411)    $  15,494
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (i) The accumulated unrealized net gain (loss) on derivative financial
        instruments designated as cash flow hedges is net of future income
        taxes of $221 at September 27, 2009 and $nil at March 31, 2009.

    15. Investment in Joint Venture:

    During the year ended March 31, 2008, Photowatt International S.A.S., EDF
    ENR Reparties and CEA Valorisation entered into an agreement to establish
    the PV Alliance, a joint venture. The joint venture became effective in
    October 2007 with contributions of cash by the venturers.

    This is a jointly-controlled enterprise and accordingly, the Company
    proportionately consolidates its 40% share of assets, liabilities,
    revenues and expenses in the interim consolidated financial statements.

    The following is a summary of the Company's proportionate share of the
    joint venture:

                                                  September 27      March 31
                                                          2009          2009
    -------------------------------------------------------------------------
    Balance Sheet
    Current assets                                   $   3,268     $   2,482
    Property, plant and equipment                        3,180            53
    Intangible assets                                    1,500         1,816
    Current liabilities                                 (4,405)       (3,230)
    Long-term debt                                      (3,918)       (1,296)
    -------------------------------------------------------------------------
    Net assets                                       $    (375)    $    (175)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                              Three months ended            Six months ended
    -------------------------------------------------------------------------
                      September 27  September 30  September 27  September 30
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    Statement of Operations
    Net income (loss)    $      47     $    (224)    $     (98)    $    (375)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    During the year ended March 31, 2009, the PV Alliance established loans
    with a shareholder proportionately worth 2,628 Euro, to be received in
    instalments by PV Alliance. During the six months ended September 27,
    2009, the PV Alliance received additional loans from a shareholder
    proportionately worth 1,172 Euro. The loans are repayable over five
    years, guaranteed by the signing of a Pledge Agreement, and bear interest
    at the maximum fiscally deductible rate.

    An operating lease was established during the year ended March 31, 2009
    for a portion of the Photowatt International S.A.S. building used by PV
    Alliance and will result in annual lease payments proportionately worth
    83 Euro. The contract with the lessee expires in 2018 with an option to
    terminate the lease in 2016. The lease contains an option to extend the
    lease for an additional nine years.

    During the three and six months ended September 27, 2009, the PV Alliance
    recorded government assistance of 192 Euro and 384 Euro respectively in
    operating earnings.

    16. Commitments:

    The minimum operating lease payments related primarily to facilities and
    equipment, purchase obligations and other obligations in each of the next
    five years are as follows:

                                       Operating      Purchase         Other
                                          Leases   Obligations   Obligations
    -------------------------------------------------------------------------
    Less than 1 year                   $   3,977     $ 107,633     $      80
    1 - 3 years                            3,817       132,414            39
    4 - 5 years                               25       104,707             -
    Thereafter                                 -       194,075             -
    -------------------------------------------------------------------------
                                       $   7,819     $ 538,829     $     119
    -------------------------------------------------------------------------

    In the three and six months ended September 27, 2009, the Company
    terminated an existing silicon supply contract with approximately 1,250
    tonnes of UMG-Si remaining to be delivered. Concurrently, the Company
    entered into a replacement contract to purchase 180 tonnes of polysilicon
    through the remainder of calendar 2009 and 2010. Part of the deposit from
    the terminated contract was applied to the new contract with the
    remainder of the deposit being applied against pre-existing accounts
    payable.

    In accordance with industry practice, the Company is liable to the
    customer 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. At September 27, 2009, the
    total value of outstanding bank guarantees to customers available under
    bank guarantee facilities was approximately $22,095 (March 31, 2009 -
    $24,361).

    17. Income taxes:

    In the three and six month periods ended September 27, 2009, the
    Company's effective income tax rate increased to 31% and 27% respectively
    from 4% and 7% in the same periods a year ago due to the utilization of
    certain investment tax credits which resulted in a non-cash tax
    provision. In previous periods, the Company utilized unrecognized non-
    capital losses which reduced the effective income tax rate.

    18. Contingencies:

    In the normal course of operations, the Company is party to a number of
    lawsuits, claims and contingencies. Accruals are made in instances where
    it is probable that liabilities have been incurred and where such
    liabilities can be reasonably estimated. Although it is possible that
    liabilities may be incurred in instances for which no accruals have been
    made, the Company does not believe that the ultimate outcome of these
    matters will have a material impact on its consolidated financial
    position.
    

%SEDAR: 00002017E

SOURCE ATS Automation Tooling Systems Inc.

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


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