ATA ATS Automation Tooling Systems

CAMBRIDGE, ON, May 24, 2012 /CNW/ - ATS Automation Tooling Systems Inc. ("ATS" or the "Company") today reported financial results for the three and twelve months ended March 31, 2012 for its continuing operations (Automation Systems Group or "ASG") and discontinued operations ("Solar"). Financial Results In millionsof 3 months 3 months 12months 12 months Canadian ended ended ended ended dollars, March 31, March 31, March 31, March 31, except per 2012 2011 2012 2011 sharedata Continuing $ 173.5 $ $ $ Operations 148.4 595.4 485.3 Revenues Discontinued $ 9.8 $ $ 116.2 $ Operations 49.3 216.2 EBITDA ContinuingOperations $ 19.0 $ $ 72.3 $ 17.0 46.0 ContinuingOperations $ $ $ 44.0 $ Net income 10.9 14.4 27.8 (loss) Discontinued $ $ $ $ Operations (7.9) (93.9) (103.5) (113.3) Earnings Fromcontinuing (loss) operations per share (basic& diluted) $ 0.13 $ 0.17 $ 0.51 $ 0.32 From discontinued operations (basic & diluted) $ (0.09) $ (1.08) $ (1.19) $ (1.30)   "Strong fourth quarter results in our core ASG business reflected our approach to market, solid operating foundation and the integration of acquired businesses," said Anthony Caputo, Chief Executive Officer. "Most importantly, we made a very significant strategic advancement.  We turned the corner on Solar separation and are now solely focused on our core business, which is robust and growing. It has the demonstrated ability to engage customers on an enterprise basis, select and integrate acquisitions and remain resilient during macro-economic downturns. Our plan is to continue to grow organically, expand our offering, and scale our business through acquisitions." Fourth Quarter Summary of Continuing Operations: ASG -- Revenues were $173.5 million, 17% higher than in the corresponding period a year ago, and 16% higher than the third quarter of fiscal 2012; -- Earnings from continuing operations for the fourth quarter of fiscal 2012 were $16.1 million (9% operating margin), an improvement over normalized fourth quarter earnings from operations a year ago of $11.4 million (8% operating margin - normalized to exclude $2.8 million in proceeds received from a previously written-off note receivable) and normalized third quarter fiscal 2012 earnings from operations of $11.4 million (8% operating margin - normalized for a $3.0 million gain on the sale of a facility and $3.7 million of U.S. research and development tax credits); -- Order Bookings increased 4% to $187 million from $179 million in the third quarter of fiscal 2012 and decreased 9% year over year from $206 million in the fourth quarter of fiscal 2011; -- Period end Order Backlog was a record $382 million, an increase of 2% from $376 million in the third quarter of this fiscal year and 29% from $296 million a year ago; -- The Company's balance sheet was strong, including cash net of debt of $93.3 million, and the Company has unutilized credit facilities of $51.7 million available under existing credit facilities and another $24.1 million of credit available under letter of credit facilities. By industrial market, revenues from life sciences increased 3% year over year due to higher Order Backlog entering the fourth quarter compared to a year ago, offset by a longer performance period on certain programs. The 44% decrease in computer-electronics revenues reflected lower market activity compared to a year ago. Revenues generated in the energy market decreased 39% on lower Order Backlog entering the fourth quarter compared to a year ago, primarily reflecting solar market activity. The 102% increase in transportation revenues primarily reflected higher Order Backlog entering the fourth quarter compared to a year ago on improved demand in the global automotive market. "Other" revenues increased 22% year over year primarily due to consumer products market activity. Order Bookings were $53 million during the first 7 weeks of the first quarter of fiscal 2013. Fourth Quarter Summary of Discontinued Operations - Solar: On February 27, 2012, a subsidiary of the EDF group, the French electricity utility, was selected by the French bankruptcy court to purchase the assets of Photowatt International S.A.S. ("Photowatt France" or "PWF"). The entire workforce of PWF was subsequently transferred to the purchaser or offered to be transferred within the purchaser's group. Effective March 1, 2012, the purchaser assumed control over the operations of PWF.  The confirmation of a new operator for the PWF business concluded ATS's operating support of PWF. As is customary in France, the purchaser and the court appointed trustee were granted a period of time (ending in June 2012) to finalize the purchase agreements relating to the PWF assets. These agreements which will complete the transfer of the legal ownership of those assets are still being finalized. Although a new operator is now assuming the whole operation of the PWF assets and all employees have been (or offered to be) transferred to this new operator or within its group, the judicial liquidation process could take several years to wind-up. In light of the current situation, management does not expect to incur any additional expenses as a result of the bankruptcy, however, until all matters are resolved under the bankruptcy process, additional provisions may be required. The results of PWF up to the Bankruptcy Date are presented as discontinued operations in the consolidated statements of income. Results of Discontinued Operations Solar revenues in the fourth quarter of fiscal 2012 included those of Ontario Solar only as a result of the de-consolidation of PWF during the third quarter of fiscal 2012.  Despite a 367% year-over-year increase in Ontario Solar's revenues, fiscal 2012 fourth quarter revenues of $9.8 million were 80% lower than in the fourth quarter of fiscal 2011 reflecting the de-consolidation of PWF. Solar's fiscal 2012 fourth quarter loss from operations was $8.2 million compared to a loss from operations of $93.3 million a year ago. Ontario Solar recorded a $2.0 million loss in the fourth quarter of fiscal 2012 on lower than expected revenues and higher fixed costs resulting from ramping-up in anticipation of higher demand.  The total loss attributable to PWF was $6.2 million and was mainly due to costs incurred and provisions made in respect of the Company's obligations related to the bankruptcy process.  In the fourth quarter of fiscal 2011, Solar's loss from operations included $70.8 million of non-cash property, plant and equipment impairment charges, $7.1 million of non-cash charges to write-down inventory, $2.3 million of incremental restructuring charges, and incremental warranty costs, and bad debt write-offs. Solar Separation ATS remains committed to the separation of its entire Solar business from its core automation business.  To complete this goal, ATS is advancing opportunities related to its other Solar assets.  These opportunities are expected to positively impact cash during the next six months.  In this regard, in December 2011, ATS sold an ASG-owned building in France that formerly housed PWF module assembly. The accounting impact of this sale was recorded under continuing operations. Regarding Ontario Solar, ATS is conducting a formal sale process to divest the business. The Company has received a number of non-binding indicative offers for the Ontario Solar business and is working with the interested parties to conclude a transaction. IFRS As of the first quarter of fiscal 2012, the results of ATS were prepared under International Financial Reporting Standards ("IFRS"), with a transition date of April 1, 2010. As a result, prior period comparative information reflects conversion from previous Canadian Generally Accepted Accounting Principles to IFRS. Annual Results Materials ATS's annual Consolidated Financial Statements, Management's Discussion and Analysis, and Annual Information Form for the year ended March 31, 2012, are available on SEDAR at www.sedar.com and the Company's website at www.atsautomation.com. Quarterly Conference Call ATS's quarterly conference call begins at 10 am eastern on Thursday, May 24 and can be accessed live at www.atsautomation.com or on the phone by dialing 416 644 3416 five minutes prior. About ATS ATS Automation provides innovative, custom designed, built and installed manufacturing solutions to many of the world's most successful companies. Founded in 1978, ATS uses its industry-leading knowledge and global capabilities to serve the sophisticated automation systems' needs of multinational customers in industries such as life sciences, computer/electronics, energy, transportation and consumer products. It also leverages its many years of experience and skills to fulfill the specialized automation product manufacturing requirements of customers. Through its Ontario solar business, ATS participates in the solar energy industry. ATS employs approximately 2,400 people at 20 manufacturing facilities in Canada, the United States, Europe, Southeast Asia and China. The Company's shares are traded on the Toronto Stock Exchange under the symbol ATA. Visit the Company's website at www.atsautomation.com. Management's Discussion and Analysis For the Year Ended March 31, 2012 This Management's Discussion and Analysis ("MD&A") for the year ended March 31, 2012 (fiscal 2012) is as of May 23, 2012 and provides information on the operating activities, performance and financial position of ATS Automation Tooling Systems Inc. ("ATS" or the "Company") and should be read in conjunction with the audited consolidated financial statements of the Company for fiscal 2012 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and are reported in Canadian dollars. Additional information is contained in the Company's filings with Canadian securities regulators, including its Annual Information Form, found on SEDAR at www.sedar.com and on the Company's website at www.atsautomation.com. Notice to Reader: Non-IFRS Measures Throughout this document the term "operating earnings" is used to denote earnings (loss) from operations. EBITDA is also used and is defined as earnings (loss) from operations excluding depreciation and amortization (which includes amortization of intangible assets). The term "margin" refers to an amount as a percentage of revenue. The terms "earnings (loss) from operations", "operating earnings", "margin", "operating loss", "operating results", "operating margin", "EBITDA", "Order Bookings" and "Order Backlog" do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. Operating earnings and EBITDA are some of the measures the Company uses to evaluate the performance of its segments. Management believes that ATS shareholders and potential investors in ATS use non-IFRS financial measures such as operating earnings and EBITDA in making investment decisions and measuring operational results. A reconciliation of operating earnings and EBITDA to net income from continuing operations for the years ending March 31, 2012 and March 31, 2011 is contained in this MD&A (See "Reconciliation of EBITDA to IFRS Measures"). EBITDA should not be construed as a substitute for net income determined in accordance with IFRS. Order Bookings represent new orders for the supply of automation systems 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 revenues for the years ending March 31, 2012 and March 31, 2011 is contained in the MD&A (See "ASG Order Backlog Continuity"). COMPANY PROFILE The Company operates in two segments: Automation Systems Group ("ASG"), the Company's continuing operations, and Solar, which is classified as discontinued operations. Through ASG, ATS 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 life sciences, computer/electronics, energy, transportation and consumer products. ATS also leverages its many years of experience and skills to fulfill the specialized automation product manufacturing requirements of customers. Through its Ontario solar business, ATS participates in the solar energy industry. ATS employs approximately 2,400 people at 20 manufacturing facilities in Canada, the United States, Europe, Southeast Asia and China. Value Creation Strategy To drive value creation, the Company implemented a three-phase strategic plan: (1) fix the business (improve the existing operations, gain operating control of the business and earn credibility); (2) separate the businesses (create a standalone ASG business, monetize non-core assets and strengthen the balance sheet); and (3) grow (both organically and through acquisition). Solar Separation During the year ended March 31, 2011, the Company's Board of Directors approved a plan designed to implement the separation of Solar from ATS via a dual-track process involving either a spinoff of the Company's combined solar businesses or a sale of Photowatt International S.A.S. ("Photowatt France" or "PWF") and/or the Ontario solar business ("Ontario Solar"). Discussions with parties in regards to a sale of PWF concluded without producing an acceptable transaction. The deterioration of economic conditions and the solar market in Europe in fiscal 2012, increased Asian competition and lower demand for solar products (particularly in France) severely impacted PWF.  Consequently, the Company re-examined the spinoff alternative and concluded it was not viable. Other options in relation to PWF were also exhausted and given the aforementioned conditions; PWF's filing for bankruptcy became necessary. On November 8, 2011 (the "Bankruptcy Date"), the French bankruptcy court placed PWF into a "recovery" proceeding ("redressement judiciaire") under the supervision of a court appointed trustee. The Company concluded that it ceased to have the ability to exert control over PWF as of the Bankruptcy Date.  Accordingly, the Company's investment in PWF was deconsolidated from the Company's consolidated financial statements beginning on the Bankruptcy Date.  Management reduced the carrying value of the Company's equity investment in PWF to be zero. The results of PWF up to the Bankruptcy Date are presented as discontinued operations in the consolidated statements of income. On February 27, 2012, a subsidiary of the EDF group, the French electricity utility, was selected by the French bankruptcy court to purchase the assets of PWF. The entire workforce of PWF was subsequently transferred to the purchaser or offered to be transferred within the purchaser's group. Effective March 1, 2012, the purchaser assumed control over the operations of PWF.  The confirmation of a new operator for the PWF business concluded ATS's operating support of PWF. As is customary in France, the purchaser and the court appointed trustee were granted a period of time (ending in June, 2012) to finalize the purchase agreements relating to the PWF assets. These agreements, which will complete the transfer of the legal ownership of those assets, are still being finalized. In fiscal 2012, the Company initiated a formal sale process for the Ontario Solar business. The Company has received a number of non-binding indicative offers for the Ontario Solar business and is working with the interested parties with a view to concluding a transaction. Ontario Solar is presented as assets and liabilities associated with discontinued operations in the consolidated statements of financial position and as discontinued operations in the consolidated statements of income. As a result, ATS' continuing operations are reported as one operating segment, ASG. Growth To further the Company's growth strategy, ASG will continue to target providing value-based, complete automation program solutions for customers built on differentiating technological solutions, value of customer outcomes achieved and global capability. The Company is also committed to growth through acquisition and has an organizational structure, business processes and the experience to successfully integrate companies into ASG. Acquisition opportunities are targeted and evaluated on their ability to bring ATS market or technology leadership, scale and/or an opportunity brought on by the economic environment. For each of ASG's markets, the Company has analyzed the capability value chain and made a grow, team or acquire decision. Financially, targets are reviewed on a number of criteria including their potential to add accretive earnings to current operations. Business Acquisitions In fiscal 2011 management completed two acquisitions. Sortimat Group On June 1, 2010, ATS completed its acquisition of 100% of Sortimat Group ("Sortimat").  Sortimat is a manufacturer of assembly systems for the life sciences market.  Established in 1959, Sortimat has locations in Germany, Chicago and India. Sortimat's integration into the Company's ASG segment is complete. The Sortimat acquisition aligned with ATS's strategy of expanding its position in the global automation market and enhancing growth opportunities, particularly in strategic markets such as life sciences. The Company benefits from Sortimat's products and significant experience in advanced system development, manufacturing, handling, and feeder technologies.  This acquisition provided ATS with the scale required to further organize its marketing and divisions into a group focused on life sciences, with the objective to grow the Company's exposure to this market segment and help customers differentiate themselves from their competitors. To integrate Sortimat and effect margin improvements, the Company deployed people to apply best practices, command and control, program management and to advance approach to market. The benefits of these integration initiatives are now being realized. Improvements in program management have led to the elimination of a significant number of RED programs (programs which are not delivered to specification, on time, or on budget). For additional information on the acquisition of Sortimat, refer to note 6 of the consolidated financial statements. ATW On January 5, 2011, the Company completed its acquisition of the majority of Assembly & Test Worldwide, Inc.'s U.S.-based and German automation and test systems businesses (collectively "ATW").  ATW is a manufacturer of assembly and test systems with capability in the transportation, life sciences and energy markets. The Company benefits from ATW's significant experience, particularly in the transportation segment. The acquisition of ATW provided ATS with the scale required to further organize its marketing and divisions into a group within the Company's ASG segment that is focused on transportation. ATW's integration into ASG is complete, including the consolidation of ATW's Saginaw division into Livonia and Dayton divisions. The application of best practices and improvements in command and control, program management and approach to market has led to incremental margin improvements. For additional information on the acquisition of ATW, refer to note 6 of the consolidated financial statements. Fiscal 2013 Strategy Overview In fiscal 2013, the Company intends to continue to execute its value creation plan by focusing on pursuing growth in its ASG business, continuing to deliver predictable, sustainable results and maintaining a solid operating platform to support growth. To achieve these objectives, management plans to focus on the following: Strengthen ASG's business processes: To build upon the organizational and operational strength of ASG, management intends to continue strengthening leadership and management at all levels of the organization.  Strategies to attract and retain top performers and to develop management and leadership capabilities will continue to be a focus and will be implemented through initiatives such as expatriate employment arrangements, career development and succession planning. To help ensure a stable and profitable operating base, the Company will continue to roll-out and apply best practices and business processes globally to improve program management, prevent and eliminate RED programs, reduce costs, increase standardization and improve quality and timely delivery. Supply chain management: To capitalize on ASG's scale and consolidated purchasing power, management plans to continue making improvements in supply chain management. Material cost reductions will be sought through the Company's consolidated and growing purchasing power.  ASG's strategy involves identifying critical and preferred suppliers with a view to improving service, quality, payment and pricing terms. In addition, ASG will continue to make use of its own internal supply chain by increasing internal subcontracting with a view to maximizing factory utilization, reducing costs and increasing the use of standardized designs and standard products. Approach to market: In fiscal 2013, ASG will seek to build on the momentum gained in the front-end of the business in fiscal 2012 to support ongoing growth. ASG will continue to target opportunities to provide value based, complete automation program solutions for customers based on differentiating technological solutions, value of customer outcomes achieved and global capability. ASG's global sales and marketing group will continue to target the development and growth of key accounts. The Company's sales and marketing functions have been organized around customer industries, which management believes will enable ASG to better serve its customers and help them differentiate themselves in their respective markets.  By leveraging the Company's diverse industry experience and geographic footprint, management believes that the Company's sales funnel and win rate will continue to increase and drive organic growth. Balance sheet strength: To maintain operational and financial flexibility, the Company will continue to manage its finances to preserve its strong balance sheet through targeted working capital efficiencies, continued emphasis on credit terms and appropriate funding strategies. Automation Systems Group ASG BUSINESS OVERVIEW ASG is an industry-leading automation solutions provider to some of the world's largest multinational companies. ASG has expertise in custom automation, repeat automation, automation products and value-added services. ASG categorizes its market into five industry groups: life sciences, computer-electronics, transportation, energy and "other", which is primarily comprised of consumer products.  Contract values for individual automation systems are often in excess of $1.0 million.  Given the custom nature of customer projects, contract durations vary greatly, with typical durations ranging from six to 12 months. With broad and in-depth knowledge across multiple industries and technical fields, ASG is able to deliver "single source" solutions to customers that can lower their production costs, accelerate delivery of their products, and improve quality control. ASG's relationships with customers can begin with planning and feasibility studies. In situations where the customer is seeking in-depth analysis before committing to a program, ASG conducts an analysis to verify the economics and feasibility of different types of automation, sets objectives for factors such as line speed and yield, assesses production processes for manufacturability and calculates the total cost of ownership. When a contract for an automation solution is received, ASG often provides a number of services, including engineering design, prototyping, process verification, specification writing, software development, automation simulation, equipment design and build, third-party equipment qualification, procurement and integration, automation system installation, product line start up, documentation, customer training and after-installation support, maintenance and service. Following the installation of custom automation, ASG may supply duplicate or "repeat" automation systems to customers that leverage engineering design completed in the original customer program. For customers seeking complex equipment replication, ASG's Automation Products Group ("APG") provides value engineering, supply chain management, integration and manufacturing capabilities and other automation products and solutions. Typically, APG solutions are either integrated into a larger system by the customer for resale, or delivered as a standalone machine to customers who can then resell it. Competitive Strengths. Management believes ASG has the following competitive strengths: Global presence, size and critical mass: ASG's global presence and scale provides an advantage in serving multinational customers because the markets in which the Company operates are primarily populated by competitors with narrow geographic and/or industrial market reach.  ASG has manufacturing operations in Canada, the United States, China, Malaysia, Singapore, India, Germany and Switzerland. Management believes that ASG's scale and locations provide it with competitive advantages in winning large, multinational customer programs that have become increasingly common in the industry. Technical skills, capabilities and experience: Automation manufacturing is a knowledge-based business. ASG has designed, manufactured, assembled and serviced thousands of automation systems worldwide since 1978 and has an extensive knowledge base and accumulated design experience. Management believes ASG's broad experience in many different industry sectors, with many diverse technologies, along with its talented workforce and ability to provide custom automation, repeat automation, APG solutions and value-added services, positions the Company well to serve complex multinational customer programs in a variety of industry sectors. Product and technology portfolio: Through its history of bringing thousands of unique automation projects to market, ATS and its subsidiaries, including Sortimat and ATW, have developed an extensive product and technology portfolio, including manufacturing vision technologies, numerous material handling technologies and high-accuracy, high precision laser processing technologies. Management believes this extensive product and technology portfolio gives the Company an advantage in developing unique and leading solutions for customers and maintaining cost competitiveness. Trusted customer relationships: ASG serves some of the world's largest multinational companies. Most of ASG's customers are repeat customers and many have long-standing relationships with ATS, often spanning more than a decade. Management estimates that over 90% of ASG Order Bookings in fiscal 2012 were earned from repeat customers. Recognized name: Management believes ATS is well known within the global automation industry due to its long history of innovation and broad scope of operations. With the additions of Sortimat, which specializes in the life sciences market, and ATW, which specializes in the transportation market, management believes that it has further strengthened ATS's brand portfolio. Management believes that ATS's brand names and global reputation tend to improve sales prospecting, allowing the Company to be considered for a wide variety of customer programs. Total solutions capabilities: Management believes the Company gains competitive advantages because ASG provides total turn-key solutions in automation. This allows customers to single source their most complex projects to ATS rather than rely on multiple equipment builders. In addition, ASG can provide customers with other value-added services including project financing, total cost of ownership studies and life cycle management. OVERVIEW - OPERATING RESULTS FROM CONTINUING OPERATIONS Results from continuing operations comprise the results of ASG and corporate costs not directly attributable to Solar. The results of the Solar segment are reported as discontinued operations, with comparative periods reclassified as discontinued operations. Consolidated Revenues from Continuing Operations (In millions of dollars) Revenues by market Q4 2012 Q4 2011 Fiscal 2011 Fiscal 2012 Life sciences $ 57.0 $ $ $ 55.6 197.0 195.4 Computer-electronics 6.8 25.8 12.2 44.3 Energy 17.7 29.1 77.2 124.3 Transportation 74.0 36.7 245.9 71.5 Other 18.0 14.8 49.5 49.8 Total revenues from continuing operations $ 173.5 $ 148.4 $ 595.4 $ 485.3 Revenues by Q4 Fiscal installation Q4 2012 2011 2012 Fiscal 2011 location North America $ 104.0 $ $ 321.4 $ 78.8 247.3 Europe 37.6 149.4 39.9 122.1 Asia/Other 31.9 124.6 29.7 115.9 Total revenues from continuing operations $ 173.5 $ 148.4 $ 595.4 $ 485.3 Employees at year 2,400 end 2,271 Fourth Quarter Fourth quarter revenues were 17% higher than in the corresponding period a year ago as a result of increased Order Backlog entering the fourth quarter compared to a year ago. By industrial market, revenues from life sciences increased 3% year over year due to higher Order Backlog entering the fourth quarter compared to a year ago, although the impact of higher Order Backlog in life sciences was dampened by a longer performance period on certain programs. The 44% decrease in computer-electronics revenues reflected lower market activity compared to a year ago. Revenues generated in the energy market decreased 39% on lower Order Backlog entering the fourth quarter compared to a year ago, reflecting lower activity primarily in the solar market. The 102% increase in transportation revenues compared to a year ago primarily reflected higher Order Backlog entering the fourth quarter compared to a year ago, primarily on improved activity in the global automotive market. "Other" revenues increased 22% year over year primarily due to increased revenues in the consumer products market. Full Year Revenues were 23% higher than the corresponding period a year ago as a result of revenues from ATW, improved Order Bookings and increased Order Backlog entering the fiscal year compared to a year ago. By industrial market, revenues from transportation increased 244% compared to a year ago reflecting higher Order Backlog entering fiscal 2012 compared to fiscal 2011, primarily on improved activity in the global automotive market. Revenues from life sciences increased 1% due to increased Order Backlog entering fiscal year 2012 compared to fiscal 2011, although the impact of higher Order Backlog in life sciences was dampened by a longer performance period on certain programs. The decrease of 42% in revenues from computer-electronics reflected lower market activity in fiscal 2012 compared to a year ago. Energy revenues decreased 38% on lower Order Backlog entering fiscal 2012 compared fiscal 2011, reflecting lower activity primarily in the solar market."Other" revenues decreased 1% compared to a year ago. Year over year foreign exchange rate changes negatively impacted the translation of ASG revenues earned in foreign subsidiaries, reflecting the strengthening of the Canadian dollar relative to the U.S. dollar. Consolidated Operating Results (In millions of dollars) Q4 2012 Q4 2011 Fiscal Fiscal 2012 2011 Earnings $ 16.1 $ 14.2 $ 60.3 $ 35.5 from operations Depreciation 2.8 12.0 10.5 and 2.9 amortization EBITDA $ 19.0 $ 17.0 $ 72.3 $ 46.0 Fourth Quarter Fiscal 2012 fourth quarter earnings from operations were $16.1 million (9% operating margin) compared to earnings from operations of $14.2 million (10% operating margin) in the fourth quarter of fiscal 2011. Fiscal 2011 fourth quarter earnings from operations included the benefit of $2.8 million in proceeds received from a previously written-off note receivable. Increased earnings from operations in the fourth quarter of fiscal 2012 primarily reflected higher revenues earned during the period and improved operating margins at acquired businesses. These increases were partially offset by increased stock-based compensation expenses, as well as increased profit sharing expenses and employee performance incentives. Fiscal 2012 fourth quarter earnings from operations also benefitted from lower spending on professional fees related to acquisitions, and decreased severance and restructuring charges compared to the corresponding period a year ago. Depreciation and amortization expense was $2.9 million in the fourth quarter of fiscal 2012, generally consistent with the $2.8 million expensed in the same period a year ago. Full Year Earnings from operations were $60.3 million (10% operating margin) compared to earnings from operations of $35.5 million (7% operating margin) in the corresponding period a year ago. Excluding a $3.0 million gain relating to the sale of a redundant ASG facility in France, and the benefit of $3.7 million of previously unrecognized U.S. research and development tax credits, both of which were recognized in the third quarter of fiscal 2012, earnings from operations were $53.6 million (9% operating margin). Also included in fiscal 2012 earnings from operations was a $1.0 million charge for bad debt related to a specific customer bankruptcy protection filing. Fiscal 2011 earnings from operations included the benefit of $2.8 million in proceeds received from a previously written-off note receivable. On a normalized basis, increased earnings from operations primarily reflected higher revenues earned during the period and improved operating margins at acquired businesses. The increase in earnings from operations on a year-over-year basis also reflected lower spending on professional fees related to acquisitions. Depreciation and amortization expense was $12.0 million in fiscal 2012 compared to $10.5 million in the same period a year ago. The increase in fiscal 2012 depreciation and amortization primarily related to increased amortization on the identifiable intangible assets recorded on the acquisitions of Sortimat and ATW. ASG Order Bookings by Quarter (In millions of dollars) Fiscal 2012 Fiscal 2011 Q1 $ 157 $ 85 Q2 165 105 Q3 179 133 Q4 187 206 Total Order Bookings $ 688 $ 529 Fiscal 2012 Order Bookings were $688 million, 30% higher than a year ago, reflecting improved Order Bookings in transportation following a general recovery in the automotive market, new product launches by automotive OEMs and tier 1 suppliers and the addition of ATW's business. Improved Order Bookings also reflected additional activity in the life sciences market. Order Bookings in the first seven weeks of fiscal 2013 were $53 million. ASG Order Backlog Continuity (In millions of dollars) Q4 2012 Q4 2011 Fiscal Fiscal 2011 2012 Opening $ $ $ 296 $ 209 Order 376 215 Backlog Revenues (173) (148) (595) (485) Order 688 Bookings 187 206 529 Order Backlog (8) 23 (7) 43 adjustments1 Total $ 382 $ 296 $ 382 $ 296 1 Order Backlog adjustments include foreign exchange adjustments, cancellations and acquisitions. In fiscal 2011 incremental Order Backlog of $62 million was acquired in connection with Sortimat and ATW. In the fourth quarter of fiscal 2011, incremental Order Backlog of $35 million was acquired in connection with ATW. ASG Order Backlog by Industry (In millions of dollars) Fiscal 2012 Fiscal 2011 Life sciences $ $ 142 86 Computer-electronics 13 12 Energy 21 49 Transportation 186 133 Other 20 16 Total $ $ 296 382 At March 31, 2012, ASG Order Backlog was $382 million, 29% higher than at March 31, 2011. This growth reflected increased Order Bookings due to the Company's revised approach to market, and improved market conditions, particularly in transportation and life sciences, and a longer performance period for certain customer programs. ASG Outlook The general economic environment has improved in fiscal 2012; however, uncertainty remains, particularly with respect to the European economy due to the Eurozone sovereign debt crisis.  This has the potential to result in tighter credit markets which could negatively impact demand, particularly for the Company's European operations and may cause volatility in Order Bookings. The Company has seen improvement in certain customer markets such as transportation and life sciences; however, many customers remain cautious in their approach to capital investment. Customer activity in the solar energy market has slowed, with reductions in solar feed-in-tariffs in several markets, negatively impacting demand for solar products and for additional solar manufacturing capacity. Despite the uncertainty and volatility in the global economy, activity in the Company's front-end of the business has remained strong. The Company's sales funnel and proposal activity has continued to grow. The Company's sales organization will continue to work to engage with customers on enterprise-type solutions. This is expected to improve Order Bookings over the long-term.  However, this approach to market may cause variability in Order Bookings from quarter to quarter and lengthen the performance period and revenue recognition for certain customer programs.  At the end of fiscal 2012, Order Backlog was at its highest level ever, which will partially mitigate the impact of volatile Order Bookings on revenues in the short-term. Management expects that the implementation of its strategic initiatives to improve business processes, leadership and supply chain management will continue to have a positive impact on ATS operations. Management's disciplined focus on program management, cost reductions, standardization and quality put ATS in a strong competitive position to capitalize on opportunities going forward and sustain performance in difficult market conditions. The integration of both Sortimat and ATW is complete.  The consolidation of ATW's Saginaw division into divisions in Livonia and Dayton and initiatives to improve program management, eliminate RED programs, control costs and improve utilization, combined with the integration into ATS's sales and marketing processes are expected to drive continued improvements in operating results. The Company is actively seeking to expand its position in the global automation market organically and through acquisition. To further this objective, management will continue to review and pursue attractive opportunities and intends to apply additional resources to acquisition activities going forward. The Company's strong financial position provides a solid foundation to pursue organic growth and the flexibility to pursue its acquisition growth strategy. CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS & SELECTED FOURTH QUARTER AND ANNUAL INFORMATION (In millions of dollars, except per share data) Fiscal 2012 and 2011 results are reported under IFRS. Fiscal 2010 results are reported under Canadian GAAP. Results have been reclassified to present Solar as discontinued operations. Q4 2012 Q4 2011 Fiscal 2012 Fiscal 2011 Fiscal 2010 Revenues $ 173.5 $ 148.4 $ 595.4 $ 485.3 $ 374.9 Cost of 129.7 113.6 revenues 438.7 371.9 279.9 Selling, 25.7 general and 19.8 94.5 74.9 61.0 administrative Stock-based 2.0 compensation 0.8 4.9 3.0 3.3 Gain on sale (3.0) ― of land and ― ― ― building Earnings from $ 16.1 $ 14.2 $ $ 35.5 $ 30.7 operations 60.3 Net finance $ 0.4 $ 0.3 $ $ $ costs 1.6 1.1 0.4 Provision for 4.8 (0.5) (20.1) (recovery of) 14.7 6.6 income taxes Net income $ 10.9 $ 14.4 $ $ $ 50.4 from 44.0 27.8 continuing operations Loss from $ (7.9) $ (93.9) $ (103.5) $ (113.3) $ discontinued (38.2) operations, net of tax Net income $ 3.0 $ (79.5) $ $ (85.5) $ 12.2 (loss) (59.5) Earnings (loss) per share Basic and $ 0.13 $ 0.17 $ 0.51 $ 0.32 $ 0.58 diluted- from continuing operations Basic and diluted- from $ (0.09) $ (1.08) $ (1.19) $ (1.30) $ (0.44) discontinued operations $ 0.04 $ (0.91) $ (0.68) $ (0.98) $ 0.14 From continuing operations: Total assets $ 532.9 $ 496.7 $ 476.6 Total cash and $ 96.2 $ 117.1 $ 197.6 short-term investments Total bank $ 3.0 $ 7.9 debt ― Revenues.  At $173.5 million, consolidated revenues from continuing operations for the fiscal 2012 fourth quarter were 17% higher than for the corresponding period a year ago, which is a result of increased Order Backlog entering the fourth quarter compared to the corresponding period a year ago. Fiscal 2012 revenues were $595.4 million or 23% higher than a year ago as a result of record Order Backlog entering the period combined with additional revenues provided by ATW. Cost of revenues.  At $129.7 million, fiscal 2012 fourth quarter cost of revenues increased over the corresponding period a year ago by $16.1 million or 14% primarily on higher volumes.  The increase in gross margin to 25% in the fourth quarter of fiscal 2012 from 24% a year ago reflects higher revenues and improved program management. At $438.7 million, fiscal 2012 cost of revenues increased over the prior year by 18% or $66.8 million primarily on higher volumes. Fiscal 2012 gross margin increased to 26% from 23% in the corresponding period a year ago.  This reflected the benefit of $3.7 million of previously unrecognized U.S. research and development tax credits which were recorded due to improved profitability in the Company's U.S. businesses. Excluding this item, improved gross margin resulted from higher revenues, decreased warranty costs and improved program management. Selling, general and administrative ("SG&A") expenses. SG&A expenses for the fourth quarter of fiscal 2012 increased 30% or $5.9 million to $25.7 million compared to the corresponding period a year ago. Increased SG&A costs reflected increased profit sharing expenses and employee performance incentives.  These increases were offset by lower spending in the fourth quarter of fiscal 2012 on professional fees related to acquisitions and decreased severance and restructuring charges. In fiscal 2011, fourth quarter SG&A included the benefit of $2.8 million received in relation to a previously written-off note receivable. Fiscal 2012 SG&A expenses increased 26% or $19.6 million to $94.5 million compared to a year ago. Higher SG&A costs reflected incremental spending from acquired businesses, incremental amortization related to identifiable intangible assets recorded on the acquisition of Sortimat and ATW, and a $1.0 million charge for bad debt related to a specific customer bankruptcy protection filing. These increases were partially offset by lower professional fees on acquisition activities. In fiscal 2011, SG&A also included the benefit of $2.8 million received in relation to a previously written-off note receivable. Stock-based compensation cost. For the three month period ended March 31, 2012, stock-based compensation expense increased to $2.0 million from $0.8 million in the corresponding period a year ago, primarily reflecting additional expense from new stock option grants, accelerated recognition of expenses related to vesting of performance-based stock options and the revaluation of deferred stock units.  Fiscal 2012 stock-based compensation expense increased to $4.9 million from $3.0 million a year earlier. 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.  The stock options vest upon the Company's stock price trading at or above a stock price performance threshold for a specified minimum number of trading days.  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 March 31, 2012, the following performance-based stock options were un-vested: Weighted Stock Grant average Current Remaining price Number of date remaining year expense performance options value vesting expense to outstanding per period (in recognize threshold option '000s) (in '000s) $ 9.49 41,667 $ 1.66 2.7 years $ 12 $ 32 10.41 266,667 2.11 0.5 years 124 53 10.50 889,333 1.41 1.5 years 217 318 12.41 266,666 2.11 1.4 years 103 139 13.08 218,667 2.77 0.8 years 123 100 Earnings from operations. For the three and twelve month periods ended March 31, 2012, consolidated earnings from operations were $16.1 million and $60.3 million respectively (operating margins of 9% and 10% respectively), compared to earnings from operations of $14.2 million and $35.5 million a year ago (operating margins of 10% and 7% respectively). Higher earnings from operations in the fourth quarter of fiscal 2012 reflected higher revenues and improved gross margins, which were partially offset by higher SG&A expenses. Higher earnings from operations for the full year in fiscal 2012 reflected higher revenues, improved gross margins, the $3.7 million benefit of previously unrecognized U.S. research and development tax credits and a $3.0 million gain relating to the sale of a redundant ASG facility in France.  The increase was partially offset by higher SG&A expenses. Net finance costs. Net finance costs were $0.4 million in the fourth quarter of fiscal 2012 compared to $0.3 million a year ago. The increase in net finance costs is mainly attributable to a decrease in interest income on lower cash balances. Fiscal 2012 net finance costs were $1.6 million compared to $1.1 million in the corresponding period last year, reflecting lower cash balances and credit amendment fees, and costs associated with the issuance of letters of credit. Provision for income taxes. For the three months ended March 31, 2012, the Company's effective income tax rate of 30% differed from the combined Canadian basic federal and provincial income tax rate of 28% primarily as a result of income earned in certain jurisdictions with a higher statutory tax rate and losses in certain jurisdictions, the benefit of which was not recognized. For the twelve months ended March 31, 2012, the Company's effective income tax rate of 25% differed from the combined Canadian basic federal and provincial income tax rate of 28% primarily as a result of applying lower tax rates to the expected reversal of future timing differences. Net income from continuing operations. Fourth quarter fiscal 2012 net income from continuing operations was $10.9 million (13 cents per share basic and diluted) compared to net income from continuing operations of $14.4 million (17 cents per share basic and diluted) for the fourth quarter of fiscal 2011. Net income from continuing operations for fiscal 2012 was $44.0 million (51 cents per share basic and diluted) compared to net income from continuing operations of $27.8 million (32 cents per share basic and diluted) for the corresponding period a year ago. Reconciliation of EBITDA to IFRS measures (In millions of dollars) Fiscal2012 Fiscal Fiscal 2010 2011 EBITDA $ 72.3 $ 46.0 $ 38.7 Less: depreciation 12.0 and amortization 10.5 8.0 expense Earnings from $ 60.3 $ 35.5 $ 30.7 operations Less: Net finance 1.6 1.1 0.4 costs Provision for 14.7 (recovery of) income 6.6 (20.1) taxes Net income from $ 44.0 $ 27.8 $ 50.4 continuing operations Q4 2012 Q4 2011 EBITDA $ 19.0 $ 17.0 Less: depreciation and amortization 2.9 2.8 expense Earnings from $ 16.1 $ 14.2 operations Less: Net finance 0.4 0.3 costs Provision for (recovery of) income 4.8 (0.5) taxes Net income from continuing $ 10.9 $ 14.4 operations DISCONTINUED OPERATIONS: SOLAR (In millions of dollars) Q4 Q4 2012 2011 Fiscal Fiscal 2012 2011 Total Revenues $ 9.8 $ $ 116.2 $ 216.2 49.3 Loss (8.2) (93.3) (111.9) fromdiscontinuedoperations (98.5) Loss from (7.9) (93.9) (103.5) (113.3) discontinued operations, netoftax Fourth Quarter Revenues Solar revenues in the fourth quarter of fiscal 2012 included those of Ontario Solar only as a result of the de-consolidation of PWF during fiscal 2012.  Despite a 367% year-over-year increase in Ontario Solar's revenues, Solar fiscal 2012 fourth quarter revenues of $9.8 million were 80% lower than in the fourth quarter of fiscal 2011 reflecting the de-consolidation of PWF. Loss from Discontinued Operations Solar's fiscal 2012 fourth quarter loss from operations was $8.2 million compared to a loss from operations of $93.3 million a year ago. Ontario Solar recorded a $2.0 million loss in the fourth quarter of fiscal 2012 on lower than expected revenues and higher fixed costs resulting from ramping-up in anticipation of higher demand compared to a $2.3 million loss in the fourth quarter a year ago. The total loss attributable to PWF was $6.2 million and was mainly due to costs incurred and provisions made in respect of the Company's obligations related to the bankruptcy process.  In the fourth quarter of fiscal 2011, Solar's loss from operations included: -- $70.8 million of non-cash impairment charges against property, plant and equipment; -- $7.1 million of non-cash charges related to the write-down of inventory to its net realizable value, following decreases to average selling prices in the fourth quarter of fiscal 2011 due to low enacted and expected reductions in feed-in tariffs in the French and wider European solar markets; -- $2.3 million of incremental restructuring charges related to the finalization of the restructuring plan at PWF, accrual for contract related costs and related professional fees; and -- incremental warranty costs, and bad debt write-offs related to customer claims, disputes and customer bankruptcies, caused in part by the moratorium imposed by the French government on the solar industry during the fiscal fourth quarter. Loss from Discontinued Operations, Net of Tax Solar's fourth quarter loss from operations, net of tax, was $7.9 million compared to a loss from operations, net of tax of $93.9 million in the corresponding period a year ago. Full Year Revenues Revenues for fiscal 2012 of $116.2 million were 46% lower than in fiscal 2011 as fiscal 2012 only included seven months of PWF revenues.  This decline was partially offset by a 461% year-over-year increase in revenues at Ontario Solar. Loss from Discontinued Operations Solar's fiscal 2012 loss from operations was $98.5 million compared to a loss from operations of $111.9 million a year ago. Fiscal 2012 operating losses included: -- $24.1 million of non-cash charges related to the write-down of inventory to its net realizable value, following declines in market average selling prices due to declining demand and excess module supply in the European solar industry; -- $24.1 million of charges related to the termination of certain silicon and wafer supply contracts, including non-cash asset impairment charges of $19.9 million; -- Non-cash charge of $8.8 million related to silicon deposits which the Company did not expect to utilize; -- $3.1 million of write-downs to receivables that are not expected to be recovered; and, -- Non-cash fixed asset and goodwill impairment charges of $4.3 million and $5.5 million respectively to write down assets to their expected recoverable amounts. Loss from Discontinued Operations, Net of Tax Solar's fiscal 2012 loss from operations, net of tax was $103.5 million compared to a loss from operations, net of tax of $113.3 million in the corresponding period a year ago. Solar Outlook On November 8, 2011, a hearing was held at which time the French bankruptcy court placed PWF into a "recovery" proceeding ("redressement judiciaire") under the supervision of a court appointed trustee. On February 27, 2012, a subsidiary of the EDF group, the French electricity utility, was selected by the French bankruptcy court to purchase the assets of PWF, and the entire workforce of PWF was subsequently transferred to the purchaser or offered to be transferred within the purchaser's group. Effective March 1, 2012, the purchaser assumed control over the operations of PWF. The confirmation of a new operator for the PWF business concluded ATS's operating support of PWF. As is customary in France, the purchaser and the court appointed trustee were granted a period of time (ending in June, 2012) to finalize the purchase agreements relating to the PWF assets. These agreements, which will complete the transfer of the legal ownership of those assets, are still being finalized. Although a new operator is now assuming the whole operation of the PWF assets and all employees have been (or offered to be) transferred to this new operator or within its group, the judicial liquidation process could take several years to wind-up. In light of the current situation, management does not expect to incur any additional expenses as a result of the bankruptcy, however, until all matters are resolved under the bankruptcy process, additional provisions may be required.  The Company will record any such provision if and when it becomes known and the Company determines that the obligation will result in a probable outflow of economic resources and, the Company is able to measure the obligation with sufficient reliability. ATS remains committed to the separation of its entire solar business from its core automation business.  To complete this goal, ATS is advancing opportunities related to its other solar assets.  These opportunities are expected to positively impact cash during the next six months.  In this regard, in December 2011, ATS sold an ASG-owned building in France that formerly housed PWF module assembly. The accounting impact of this sale was recorded under continuing operations. Regarding Ontario Solar, ATS is conducting a formal sale process to divest the business. The Company has received a number of non-binding indicative offers for the Ontario Solar business and is working with the interested parties to conclude a transaction. In the interim, the Ontario provincial government has completed its scheduled review of the Feed-In Tariff ("FIT") Program. The Ontario government has accepted the recommendations of the review.  Key changes going forward are expected to streamline the regulatory approvals process, decrease FIT rates by 10% to 32% depending on the size and location of the installation and in addition, the government has committed to review FIT rates annually. Ontario Solar PV Fields ("OSPV"), in which Ontario Solar holds a 50% interest, has secured conditional FIT contracts totalling approximately 64 MWs related to large-scale ground-mount solar projects. OSPV is in the process of seeking approvals necessary to begin construction on the projects. In the short-term, OSPV expects to have a definitive agreement in place for financing and ultimate third-party project ownership. Ontario Solar expects to supply modules to OSPV. During the first quarter of fiscal 2012, Ontario Solar signed two customer agreements for the manufacture and supply of customer-branded modules. The first agreement is for the supply of a minimum of 24 MWs over fiscal 2012 and 2013. Under the first agreement, Ontario Solar will recognize revenue on the full value of the modules manufactured. The second agreement is for the supply of a minimum of 160 MWs over four years and allows for the potential to increase volumes by an additional 160 MWs over the term of the agreement. Under the second agreement, Ontario Solar will recognize revenue for module manufacturing services and module materials other than solar cells, which will be provided by the customer. Initial shipments have been deferred to the first quarter of fiscal 2013. Ontario Solar has also signed agreements with developers who have secured conditional FIT contracts for a number of projects.  Ontario Solar expects to provide modules and other related services to these projects. SUMMARY OF INVESTMENTS, LIQUIDITY, CASH FLOW AND FINANCIAL RESOURCES Investments (In millions of dollars) Fiscal 2012 Fiscal 2011 Investments — increase (decrease) Non-cash operating working capital $ 38.4 $ 3.2 Property, plant and equipment 4.8 9.1 Acquisition of intangible assets 2.7 1.4 Business acquisitions — 63.8 Proceeds from disposal of assets (8.0) (2.0) Proceeds from disposal of portfolio (2.1) (2.3) investments Investing activities of discontinued 6.1 27.6 operations Total netinvestments $ 41.9 $ 100.8 For fiscal 2012, investment in non-cash working capital increased by $38.4 million. Accounts receivable increased 25% or $18.1 million, primarily due to increased revenues and the timing of billings on certain customer contracts. Net contracts in progress increased by 141% or $40.1 million compared to March 31, 2011, reflecting increased revenues and longer billing milestones on certain customer programs. Inventories decreased year over year by 15% or $1.8 million.  Excluding restricted cash, deposits and prepaid assets increased by 15% or $1.6 million, primarily due to an increase in deposits with suppliers. Accounts payable and accrued liabilities increased 21% or $20.0 million since March 31, 2011, primarily due to the timing of purchases.  Provisions increased by $0.7 million or 8% since March 31, 2011. Capital expenditures totalled $4.8 million for fiscal 2012, primarily related to improvements and upgrades at existing facilities and computer hardware upgrades. Capital expenditures were $9.1 million in fiscal 2011, as a result of the purchase of a new facility in the U.S.A. Acquisition of intangible assets of $2.7 million in fiscal 2012 primarily related to software acquisitions in ASG and increased over fiscal 2011 as the Company initiated implementation and upgrade projects for a number of key information systems. The Company's fiscal 2011 expenditures in business acquisitions of $63.8 million included the acquisitions of Sortimat and ATW for $48.0 million and $15.8 million respectively. The proceeds from disposal of assets of $8.0 million in fiscal 2012 primarily related to the sale of a facility in Europe. The proceeds from disposal of assets of $2.0 million in fiscal 2011 primarily related to the sale of a facility in the U.S.A. During fiscal 2012, the Company sold a portfolio investment for proceeds of $2.1 million. During fiscal 2011, the Company sold a portfolio investment for proceeds of $2.3 million. The Company performs impairment tests on its goodwill balances on an annual basis or as warranted by events or circumstances. The Company conducted its annual goodwill impairment assessment in the fourth quarter of fiscal 2012 and has determined there is no impairment of goodwill as of March 31, 2012 (fiscal 2011 - $nil). All of the Company's investments involve risks and require that the Company make judgments and estimates regarding the likelihood of recovery of the respective costs.  In the event management determines that any of the Company's investments have become permanently impaired or recovery is no longer reasonably assured, the value of the investment would be written down to its estimated net realizable value as a charge against earnings.  Due to the magnitude of certain investments, such write-downs could be material. Cash, Leverage and Cash Flow from Continuing Operations (In millions of dollars, except ratios) Fiscal 2012 Fiscal 2011 Year-end cash and cash equivalents $ 96.2 $ 117.1 Year-end debt-to-equity ratio 0.01:1 0.02:1 Cash flows provided by operating $ 17.8 $ 40.4 activities from continuing operations At March 31, 2012, the Company had cash and cash equivalents of $96.2 million compared to $117.1 million at March 31, 2011. The Company's total debt-to-total-equity ratio, excluding accumulated other comprehensive income, at March 31, 2012 was 0.01:1. At March 31, 2012, the Company had $51.7 million of unutilized credit available under existing credit facilities and another $24.1 million available under letter of credit facilities. In fiscal 2012, cash flows provided by operating activities from continuing operations were $17.8 million ($40.4 million provided by operating activities from continuing operations in fiscal 2011).  The decrease in cash flows provided by operating activities from continuing operations related primarily to the timing of investments in non-cash working capital in a number of large customer programs. The Company and its lender have agreed to extend its primary credit facility (the "Credit Agreement") until September 30, 2012.  The Company's primary credit facility (the "Credit Agreement") provides total credit facilities of up to $95.0 million, comprised of an operating credit facility of $65.0 million and a letter of credit facility of up to $30.0 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 September 30, 2012. As at March 31, 2012, the Company had issued letters of credit in the amount of $17.0 million under the operating credit facility (March 31, 2011 - $5.6 million) and $30.0 million under the letter of credit facility (March 31, 2011 - $nil). No other amounts were drawn on the primary credit facility. The operating credit facility is available in Canadian dollars by way of prime rate advances, letters of credit for certain purposes and/or bankers' acceptances and in U.S. dollars by way of base rate advances and/or LIBOR advances. The interest rates applicable to the 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 0.90% to 2.40%. For bankers' acceptances and LIBOR advances, the interest rate is equal to the bankers' acceptance fee or the LIBOR, respectively, plus 1.90% to 3.40%. Under the Credit Agreement, the Company pays a fee for usage of the $30.0 million letter of credit facility which ranges from 0.80% to 1.90%. 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 0.475% to 0.850%. The Credit Agreement is subject to debt leverage tests, a current ratio test and an interest coverage test.  Under the terms of the Credit Agreement, the Company is restricted from encumbering any assets with certain permitted exceptions.  The Credit Agreement also limits advances to subsidiaries and partially restricts the Company from repurchasing its common shares, paying dividends and from acquiring and disposing of certain assets. The Company has additional credit facilities available of $9.9 million (6.1 million Euro, 33.0 million Indian Rupees and 1.0 million Swiss francs).  The total amount outstanding on these facilities is $3.0 million (March 31, 2011 - $7.9 million), of which $0.4 million is classified as bank indebtedness and $2.5 million is classified as long-term debt.  The interest rates applicable to the credit facilities range from 2.8% to 14.8% per annum.  A portion of the long-term debt is secured by certain assets of the Company. The 1.0 million Swiss Francs and the 33.0 million Indian Rupees credit facilities are secured by letters of credit under the primary credit facility. The Company expects to continue increasing its investment in working capital to support its growing Order Backlog. The Company expects that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities, will be sufficient to fund its requirements for investments in working capital and capital assets, and to fund strategic investment plans including some potential acquisitions. Significant acquisitions could result in additional debt or equity financing requirements. Contractual Obligations (in thousands of dollars) The minimum operating lease payments related primarily to facilities and equipment, purchase obligations and other obligations are as follows: From continuing operations: Operating Purchase Leases Obligations Due within one year $ 51,085 $ 3,232 Due in one to five years 8,457 514 Due in over five years 3,925 ― $ 51,599 15,614 $ From discontinued operations: Purchase Obligations Due within one $ 1,023 year The Company's off-balance sheet arrangements consist of purchase obligations, and various operating lease financing arrangements related primarily to facilities and equipment, which have been entered into in the normal course of business. The Company's purchase obligations consist primarily of materials purchase commitments. In accordance with industry practice, the Company is liable to customers for obligations relating to contract completion and timely delivery. In the normal conduct of its operations, the Company may provide bank guarantees as security for advances received from customers pending delivery and contract performance.  In addition, the Company may provide bank guarantees as security on equipment under lease and on order. At March 31, 2012, the total value of outstanding bank guarantees available under credit facilities was approximately $57.4 million (March 31, 2011 - $31.9 million) from continuing operations and was $nil (March 31, 2011 - $13.9 million) from discontinued operations. The Company is exposed to credit risk on derivative financial instruments arising from the potential for counterparties to default on their contractual obligations to the Company. The Company minimizes this risk by limiting counterparties to major financial institutions and monitoring their creditworthiness. The Company's credit exposure to forward foreign exchange contracts is the current replacement value of contracts that are in a gain position.  For further information related to the Company's use of derivative financial instruments refer to note 14 of the consolidated financial statements.  The Company is also exposed to credit risk from its customers. Substantially all of the Company's trade accounts receivable are due from customers in a variety of industries and, as such, are subject to normal credit risks from their respective industries.  The Company regularly monitors customers for changes in credit risk.  The Company does not believe that any single industry or geographic region represents significant credit risk.  Credit risk concentration with respect to trade receivables is mitigated by the Company's client base being primarily large, multinational customers and through insurance purchased by the Company. During fiscal 2012, 150,600 stock options were exercised. As of May 23, 2012 the total number of shares outstanding was 87,439,755 and there were 7,292,488 stock options outstanding to acquire common shares of the Company. Related Party Transactions There were no significant related party transactions in fiscal 2012.  See note 27 to the consolidated financial statements for further details on related party disclosure. FOREIGN EXCHANGE The Company is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency of the Canadian dollar. Strengthening in the value of the Canadian dollar relative to the U.S. dollar had a negative impact on translation of the Company's revenues in fiscal 2012 compared to the corresponding period of fiscal 2011. The Company's Canadian operations generate significant revenues in major foreign currencies, primarily U.S. dollars, which exceed the natural hedge provided by purchases of goods and services in those currencies.  In order to manage a portion of this net foreign currency exposure, the Company has entered into forward foreign exchange contracts. The timing and amount of these forward foreign exchange contract requirements are estimated based on existing customer contracts on hand or anticipated, current conditions in the Company's markets and the Company's past experience.  Certain of the Company's foreign subsidiaries will also enter into forward foreign exchange contracts to hedge identified balance sheet, revenue and purchase exposures. The Company's forward foreign exchange contract hedging program is intended to mitigate movements in currency rates primarily over a four-to-six month period. See note 14 to the consolidated financial statements for details on the derivative financial instruments outstanding at March 31, 2012. In addition, from time to time, the Company enters forward foreign exchange contracts to manage the foreign exchange risk arising from certain inter-company loans and net investments in certain self-sustaining subsidiaries. The Company uses hedging as a risk management tool, not to speculate. Yearend actual exchange Period average exchangerates rates in CDN$ inCDN$ March31, March 31, March 31, March 31, 2012 2011 % change 2012 2011 % change U.S. Dollar 0.9975 0.9696 0.9938 1.0173 (2.3)% 2.9% Euro 1.3304 1.3743 1.3676 1.3427 1.9% (3.2)% CONSOLIDATED QUARTERLY RESULTS Results have been reclassified to present Solar as discontinued operations. ($ in Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 millions, 2012 2012 2012 2012 2011 2011 2011 2011 except per share amounts) Revenues $ $ 149.1 $ $ $ $ $ $ 101.8 from 173.5 145.9 126.9 148.4 120.8 114.3 continuing operations Earnings $ $ $ $ $ $ $ $ from 16.1 20.4 13.3 10.5 14.2 6.1 6.6 8.5 operations Income from $ $ $ $ $ $ $ $ continuing 10.9 17.6 9.3 6.2 14.4 3.0 4.8 5.6 operations Loss from $ $ $ $ $ $ $ $ discontinued (7.9) (8.0) (76.4) (11.2) (93.9) (16.1) (2.9) (0.4) operations, net of tax Net income $ $ $ $ $ $ $ $ (loss) 3.0 9.6 (67.1) (5.0) (79.5) (13.1) 1.9 5.2 Basic and $ $ $ $ $ $ 0.03 $ $ diluted 0.13 0.20 0.11 0.07 0.17 0.05 0.06 earnings per share from continuing operations Basic and diluted loss per share $ (0.09) $ (0.09) $ (0.87) $ (0.13) $ (1.08) $ (0.18) $ (0.04) $ (0.00) from discontinued operations Basic and $ 0.04 $ $ $ $ $ $ $ diluted 0.11 (0.76) (0.06) (0.91) (0.15) 0.01 0.06 earnings (loss) per share ASG Order $ $ $ $ $ $ 133.0 $ $ Bookings 187.0 179.0 165.0 157.0 206.0 105.0 85.0 ASG Order $ $ 376.0 $ $ $ $ 215.0 $ $ Backlog 382.0 363.0 328.0 296.0 208.0 215.0 Interim financial results are not necessarily indicative of annual or longer-term results because many of the individual markets served by the Company tend to be cyclical in nature.  General economic trends, product life cycles and product changes may impact revenues and operating performance. ATS typically experiences some seasonality with its revenues and operating earnings due to summer plant shutdowns by its customers. CRITICAL ACCOUNTING ESTIMATES Note 3 to the consolidated financial statements describes the basis of accounting and the Company's significant accounting policies. Revenue recognition and contracts in progress The nature of ASG contracts requires the use of estimates to quote new business and most automation systems are typically sold on a fixed-price basis.  Revenues on construction contracts and other long-term contracts are recognized on a percentage of completion basis as outlined in note 3(d) "Construction Contracts" of the consolidated financial statements.  In applying the accounting policy on construction contracts, judgment is required in determining the estimated costs to complete a contract.  These cost estimates are reviewed at each reporting period and by their nature may give rise to income volatility. If the actual costs incurred by the Company to complete a contract are significantly higher than estimated, the Company's earnings may be negatively affected. The use of estimates involve risks, since the work to be performed requires varying degrees of technical uncertainty, including possible development work to meet the customer's specification, the extent of which is sometimes not determinable until after the project has been awarded.  In the event the Company is unable to meet the defined performance specification for a contracted automation system, it may need to redesign and rebuild all or a portion of the system at its expense without an increase in the selling price.  Certain contracts may have provisions that reduce the selling price if the Company fails to deliver or complete the contract by specified dates. These provisions may expose the Company to liabilities or adversely affect the Company's results of operations or financial position. ASG's contracts may be terminated by customers in the event of a default by the Company or, in some cases, for the convenience of the customer.  In the event of a termination for convenience, the Company typically negotiates a payment provision reflective of the progress achieved on the contract and/or the costs incurred to the termination date.  If a contract is cancelled, Order Backlog is reduced and production utilization may be negatively impacted. Complete provision, which can be significant, is made for losses on such contracts when such losses first become known.  Revisions in estimates of costs and profits on contracts, which can also be significant, are recorded in the accounting period in which the relevant facts impacting the estimates become known. A portion of ASG revenue is recognized when earned, which is generally at the time of shipment and transfer of title to the customer, provided collection is reasonably assured. Income taxes Deferred tax assets, disclosed in note 19 of the consolidated financial statements, are recognized to the extent that it is probable that taxable income will be available against which the losses can be utilized.  Significant management judgment is required to determine the amount of deferred tax assets that can be recognized based upon the likely timing and level of future taxable income together with future tax planning strategies. If the assessment of the Company's ability to utilize the deferred tax asset changes, the Company would be required to recognize more or fewer of the deferred tax assets which would increase or decrease income tax expense in the period in which this is determined.  The Company establishes provisions based on reasonable estimates for possible consequences of audits by the tax authorities of the respective countries in which it operates.  The amount of such provisions is based on various factors, such as experience of previous taxation audits and differing interpretations of tax regulations by the taxable entity and the respective tax authority.  These provisions for uncertain tax positions are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all the relevant factors.  The Company reviews the adequacy of these provisions at each quarter. However, it is possible that at some future date an additional liability could result from audits by the taxation authorities.  Where the final tax outcome of these matters is different from the amount initially recorded, such differences will affect the tax provisions in the period in which such determination is made. Share-based payment transactions The Company measures the cost of transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires the determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the share option, weighted average risk-free interest rate, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 20 of the consolidated financial statements. Impairment of non-financial assets Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The calculations involve significant estimates and assumptions.  Items estimated include cash flows, discount rates and assumptions on revenue growth rates.  These estimates could effect the Company's future results if the current estimates of future performance and fair values change. As described in note 13 of the consolidated financial statements, goodwill is assessed for impairment on an annual basis. The Company performed its annual impairment test of goodwill as at March 31, 2012 and has determined there is no impairment (March 31, 2011 - $nil). Provisions As described in note 3(q) of the consolidated financial statements, the Company records a provision when an obligation exists, an outflow of economic resources required to settle the obligation is probable and a reliable estimate can be made of the amount of the obligation. The Company records a provision based on the best estimate of the required economic outflow to settle the present obligation at the balance sheet date. While management believes these estimates are reasonable, differences in actual results or changes in estimates could have a material impact on the obligations and expenses reported by the Company. Pensions The cost of defined benefit pension plans and the present value of the pension obligations are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in the respective currency, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The mortality rate is based on publicly available mortality tables for the specific country. Future salary increases and pension increases are based on expected future inflation rates for the respective country. Further details about the assumptions used are provided in note 16 of the consolidated financial statements. INTERNATIONAL FINANCIAL REPORTING STANDARDS The Company adopted IFRS as issued by the International Accounting Standards Board ("IASB") effective for its interim and annual financial statements beginning April 1, 2011 with a transition date of April 1, 2010. First quarter fiscal 2012 interim consolidated financial statements were the first financial statements of the Company to be presented on an IFRS basis. Comparative data for all periods subsequent to March 31, 2010 have been restated to be presented on an IFRS basis, including an opening balance sheet as at April 1, 2010. The Company's annual consolidated financial statements for the year ending March 31, 2012 are the first annual financial statements that comply with IFRS and these annual consolidated financial statements were prepared as described in note 2 to the consolidated financial statements, including the application of IFRS 1.  IFRS 1 requires an entity to adopt IFRS in its first annual financial statements prepared under IFRS by making an explicit and unreserved statement in those financial statements of compliance with IFRS. IFRS Transition Impact on Operating Results The Company has assessed the effect of adoption of IFRS and the resulting changes in accounting policies based on IFRS standards expected to be in effect at March 31, 2012. Set out below are the key differences identified that had a material impact on the operating results of ATS in the comparative period, fiscal 2011. Classification of Solar as "Discontinued Operations" IFRS requires that an evaluation be made as to whether non-current assets (or a disposal group) should be classified as "held for sale" or as "held for distribution to owners" when specific criteria related to their sale or distribution are met. Canadian GAAP requires that non-current assets to be distributed to owners continue to be classified as held and used until disposed of. The Company determined that under IFRS, the planned separation of Solar met the criteria of non-current assets associated with discontinued operations as of March 31, 2011 and therefore reclassified this disposal group as "associated with discontinued operations" as of March 31, 2011 and reclassified Solar's operating results as "discontinued operations" for the current and comparative periods presented in the consolidated financial statements. Business combinations Acquisition-related costs directly attributable to a business combination may be capitalized to the cost of the acquisition as part of the purchase price allocation under Canadian GAAP.  Under IFRS, with the exception of share issuance costs, these costs are to be expensed as incurred. Additionally, restructuring costs included in the purchase price allocation under Canadian GAAP are expensed under IFRS. As a result, under IFRS, the Company recorded additional expenses that reduced net income by $4.9 million for the year ended March 31, 2011 compared to previously reported results under Canadian GAAP. Revenue recognition Construction contracts are specifically defined under IFRS and require percentage-of-completion revenue recognition.  Additionally, service revenues are to be accounted for on a percentage-of-completion basis under IFRS.  All revenue contracts have been analyzed to ensure that appropriate revenue recognition criterion have been applied. Revenues previously recognized using completed contract revenue recognition that are required to be recognized under percentage-of-completion accounting under IFRS have been adjusted along with the corresponding cost of revenues and inventory impacts. As a result, under IFRS, the Company adjusted revenues and cost of revenues recognized, which decreased net income by $0.9 million for the year ended March 31, 2011 compared to previously reported results under Canadian GAAP. Income taxes Income tax is recalculated based on differences between Canadian GAAP and IFRS.  Income taxes and equity also include an adjustment to tax effect the share issuance costs which should be reported in equity under IFRS but are reported in income under Canadian GAAP. As a result, under IFRS, the Company recorded decreased income tax expenses, which increased net income by $1.1 million for the year ended March 31, 2011, compared to previously reported results under Canadian GAAP. For a full description of all IFRS differences, refer to note 28 of the consolidated financial statements. ACCOUNTING STANDARDS CHANGES Standards issued but not yet effective or amended up to the date of issuance of the Company's consolidated financial statements are listed below. This listing is of standards and interpretations issued, which the Company reasonably expects to be applicable at a future date. The Company intends to adopt these standards when they become effective. IFRS 7 Financial Instruments: Disclosures — Enhanced Derecognition Disclosure Requirements The amendment requires additional disclosures for financial assets that have been transferred, but not derecognized, to enable the user of the Company's financial statements to understand the relationship with those assets that have not been derecognized and their associated liabilities. In addition, the amendment requires disclosures for continuing involvement in derecognized assets to enable the user to evaluate the nature of, and risks associated with, the entity's continuing involvement in those derecognized assets. The amendment becomes effective for fiscal periods beginning on or after July 1, 2011. The amendment affects disclosure only and has no impact on the Company's financial position or results of operations. IFRS 9 Financial Instruments: Classification and Measurement IFRS 9 as issued reflects the first phase of the IASB's work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. The standard is effective for fiscal periods beginning on or after January 1, 2015.  In subsequent phases, the IASB will address hedge accounting and impairment of financial assets.  The adoption of the first phase of IFRS 9 will have an impact on the classification and measurement of financial assets, but will potentially have no impact on classification and measurement of financial liabilities. ATS will quantify the impact in conjunction with the other phases when issued. IFRS 10 - Consolidated Financial Statements This standard will replace portions of IAS 27, Consolidated and Separate Financial Statements and interpretation SIC-12, Consolidated - Special Purpose Entities. This standard incorporates a single model for consolidating all entities that are controlled and revises the definition of when an investor controls an investee to be when it is exposed, or has rights, to variable returns from its involvement with the investee and has the current ability to affect those returns through its power over the investee. Along with control, the new standard also focuses on the concept of power, both of which will include a use of judgment and a continuous reassessment as facts and circumstances change. IFRS 10 is effective for fiscal periods beginning on or after January 1, 2013, with early adoption permitted. The Company is assessing the impact of IFRS 10 on its financial position and results of operations. IFRS 11 - Joint Arrangements This standard will replace IAS 31, Interest in Joint Ventures. The new standard will apply to the accounting for interest in joint arrangements where there is joint control. Joint arrangements will be separated into joint ventures and joint operations. The structure of the joint arrangement will no longer be the most significant factor on classifying a joint arrangement as either a joint operation or a joint venture. IFRS 11 is effective for fiscal periods beginning on or after January 1, 2013, with early adoption permitted. The Company is assessing the impact of IFRS 11 on its financial position and results of operations. IFRS 12 - Disclosure of Interest in Other Entities The new standard includes disclosure requirements for subsidiaries, joint ventures and associates, as well as unconsolidated structured entities and replaces existing disclosure requirements. IFRS 12 is effective for fiscal periods beginning on or after January 1, 2013, with early adoption permitted. The Company is assessing the impact of IFRS 12 on its financial position and results of operations. IFRS 13 - Fair Value Measurement The new standard creates a single source of guidance for fair value measurement, where fair value is required or permitted under IFRS, by not changing how fair value is used but how it is measured. The focus will be on an exit price. IFRS 13 is effective for fiscal periods beginning on or after January 1, 2013, with early adoption permitted. The Company is assessing the impact of IFRS 13 on its financial position and results of operations. IAS 1 - Presentation of Financial Statements The amendment requires financial statements to group together items within other comprehensive income that may be reclassified to the profit or loss section of the consolidated statements of income. The amendment reaffirms existing requirements that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements. The amendment requires tax associated with items presented before tax to be shown separately for each of the two groups of other comprehensive income items (without changing the option to present items of other comprehensive income either before tax or net of tax). IAS 1 is effective for fiscal periods beginning on or after July 1, 2012, with early adoption permitted. The Company is assessing the impact of IAS 1 on its financial position and results of operations. IAS 19 - Employee Benefits The amendment eliminates the option to defer the recognition of gains and losses, known as the 'corridor method', requires re-measurements to be presented in other comprehensive income, and enhances the disclosure requirements for defined benefit plans. The standard also requires that the discount rate used to determine the defined benefit obligation should also be used to calculate the expected return on plan assets by introducing a net interest approach, which replaces the expected return on plan assets and interest costs on the on the defined benefit obligation, with a single net interest component determined by multiplying the net defined benefit liability or asset by the discount rate used to determine the defined benefit obligation. The amendment becomes effective for fiscal periods beginning on or after January 1, 2013. The Company is assessing the impact of IAS 19 on its financial position and results of operations. 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. Disclosure controls and procedures An evaluation of the design of and operating effectiveness of the Company's disclosure controls and procedures was conducted as of March 31, 2012 under the supervision of the CEO and CFO as required by CSA National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings. The evaluation included documentation, review, enquiries and other procedures considered appropriate in the circumstances. Based on that evaluation, the CEO and the CFO have concluded that the Company's disclosure controls and procedures are effective to provide reasonable assurance that information relating to the Company and its consolidated subsidiaries that is required to be disclosed in reports filed under provincial and territorial securities legislation is recorded, processed, summarized and reported to senior management, including the CEO and the CFO, so that appropriate decisions can be made by them regarding required disclosure within the time periods specified in the provincial and territorial securities legislation. Internal control over financial reporting CSA National Instrument 52-109 requires the CEO and CFO to certify that they are responsible for establishing and maintaining internal control over financial reporting for the Company, that those internal controls have been designed and are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with the Company's GAAP. 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. The CEO and CFO have, using the framework and criteria established in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission, evaluated the design and operating effectiveness of the Company's internal controls over financial reporting and concluded that, as of March 31, 2012, internal controls over financial reporting were effective to provide reasonable assurance that information related to consolidated results and decisions to be made based on those results were appropriate.  During the year ended March 31, 2012, other than as noted below, 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. ATS acquired the Sortimat Group on June 1, 2010.  Management has completed its assessment of the design and operating effectiveness of disclosure controls and internal controls over financial reporting and implemented certain improvements to the control structure. ATS acquired ATW on January 5, 2011.  Management has completed its assessment of the design and operating effectiveness of disclosure controls and internal controls over financial reporting and implemented certain improvements to the control structure. OTHER MAJOR CONSIDERATIONS AND RISK FACTORS Any investment in ATS will be subject to risks inherent to ATS's business. The following risk factors are discussed in the Company's Annual Information Form, which may be found on SEDAR at www.sedar.com. -- Market volatility; -- Strategy execution risks; -- Competition risk; -- Automation systems pricing and revenue mix risk; -- First-time program and production risks; -- Cyclicality; -- Foreign exchange risk; -- International business risks; -- Pricing, quality, delivery and volume risk; -- Product failure risks; -- Availability of raw materials and other manufacturing inputs; -- Customer risks; -- New product market acceptance, obsolescence, and commercialization risk; -- Liquidity and access to capital markets; -- Expansion risks; -- Availability of human resources and dependence on key personnel; -- Intellectual property protection risks; -- Risk of infringement of third parties' intellectual property rights; -- Internal controls; -- Income and other taxes and uncertain tax liabilities; -- Variations in quarterly results; -- Share price volatility; -- Litigation; -- Legislative compliance; -- International Financial Reporting Standards; -- Dependence on performance of Subsidiaries. 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: the Company's three-phase strategic plan; finalization of purchase agreements related to the purchase by an EDF subsidiary of the assets of PWF; working towards concluding a transaction for the sale of the Ontario Solar business; the Company's growth strategy; commitment in respect of acquisitions; the Company's value creation plan, including the strengthening of business processes, supply chain management, approach to market, and preservation of balance sheet strength; potential impact of global economic environment, including impact on credit markets and Order Bookings; Company's approach to market and expected impact on order bookings; management's expectations in relation to the impact of strategic initiatives on ATS operations; expected impact of management's focus on program management, cost reductions, standardization and quality; expected impact of initiatives at Sortimat and ATW; management's intention to apply additional resources to acquisition activities; separation of solar business; expected positive impact of opportunities related to other solar assets; sale process for Ontario Solar; expected impact of FIT program changes; OSPV securing conditional FIT approvals totalling approximately 64 MWs related to ground mount solar projects; OSPV  seeking required approvals; OSPV expectation to have a definitive agreement in place for financing and ultimate third-party ownership of certain projects; Ontario Solar expectation to supply modules to OSPV; two customer agreements signed by Ontario Solar in first quarter and expected quantities to be supplied thereunder and timing of initial shipments; Ontario Solar agreements with developers who have secured conditional FIT approvals; expectation that Ontario Solar will provide modules and other related services to these projects; Company's expectation to continue to increase its investment in working capital; foreign exchange hedging; expectation that continued cash flows from operations, together with cash and cash equivalents on hand and credit available under operating and long-term credit facilities, will be sufficient to fund requirements for investments; and accounting standards changes.  The risks and uncertainties that may affect forward-looking statements include, among others: impact of the global economy and the Eurozone sovereign debt crisis; general market performance including capital market conditions and availability and cost of credit; performance of the market sectors that ATS serves; foreign currency and exchange risk; the relative strength of the Canadian dollar; impact of factors such as increased pricing pressure and possible margin compression; the regulatory and tax environment; inability of PWF bankruptcy trustee and EDF subsidiary to conclude purchase agreements; that the sale process for Ontario Solar fails to generate an acceptable transaction due to market, regulatory, or other factors; unexpected delays and issues, on the timing, form and structure of the solar separation; inability to successfully expand organically or through acquisition, due to an inability to grow expertise, personnel, and/or facilities at required rates or to identify, negotiate and conclude one or more acquisitions; that strategic initiatives within ASG and targeted initiatives at Sortimat and ATW do not have intended positive impact and/or take longer than expected; the financial attractiveness of, and demand for, the solar projects being developed by Ontario Solar; that OSPV is unable to reach a definitive agreement with an ultimate owner of the projects or is delayed in that regard; ability to obtain necessary government and other certifications and approvals for solar projects in a timely fashion; supplier, customer, employee, government and media reaction to PWF bankruptcy proceedings; labour disruptions; that expenditures associated with the PWF bankruptcy exceed current estimates and/or proceeds from sale of other solar assets are less than currently expected; that one or both of the customer agreements signed by Ontario Solar is terminated or impaired as a result of a cancellation or material change in the FIT program in Ontario, and, as a result contemplated minimum amounts to be supplied are not supplied with resulting impacts on revenue and profitability; the success of developers with whom Ontario Solar has signed agreements in ultimately developing the projects; that one or more customers, or other persons with which the Company has contracted, experience insolvency or bankruptcy with resulting delays, costs or losses to the Company; political, labour or supplier disruptions; the development of superior or alternative technologies to those developed by ATS; the success of competitors with greater capital and resources in exploiting their technology; market risk for developing technologies; risks relating to legal proceedings to which ATS is or may become a party; exposure to product liability claims; risks associated with greater than anticipated tax liabilities or expenses; and other risks detailed from time to time in ATS's filings with Canadian provincial securities regulators. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and other than as required by applicable securities laws, ATS does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.   ATS AUTOMATION TOOLING SYSTEMS INC. Consolidated Statements of Financial Position (in thousands of Canadian dollars) March 31 March 31 April 1 As at Note 2012 2011 2010 ASSETS Current assets Cash and cash equivalents $ 96,229 $ 117,119 $ 211,786 Accounts receivable 90,151 72,045 85,938 Costs and earnings in excess of billings on contracts in progress 8 112,486 57,399 44,786 Inventories 8 10,278 12,043 73,576 Deposits, prepaids and other 9 12,474 18,677 26,482 assets 321,618 277,283 442,568 Assets associated with 7 35,746 216,913 - discontinued operations 357,364 494,196 442,568 Non-current assets Property, plant and equipment 10 78,880 86,417 160,547 Investment property 11 3,792 3,917 3,910 Goodwill 13 58,320 58,447 34,350 Intangible assets 12 28,641 31,136 5,411 Deferred income tax assets 19 15,544 16,839 23,686 Investment tax credit receivable 19 26,087 20,749 20,878 Portfolio investments 14 - 1,958 3,602 Other assets 9 - - 33,380 211,264 219,463 285,764 Total assets $ 568,628 $ 713,659 $ 728,332 LIABILITIES AND EQUITY Current liabilities Bank indebtedness 17 $ 434 $ 4,274 $ 26,034 Accounts payable and accrued 113,133 93,115 91,809 liabilities Provisions 15 9,696 9,002 11,279 Billings in excess of costs and earnings on contracts in progress 8 44,016 29,015 31,544 Current portion of long-term debt 17 263 259 10,830 Current portion of obligations 17 - - 4,393 under finance leases 167,542 135,665 175,889 Liabilities associated with 7 9,969 134,342 - discontinued operations 177,511 270,007 175,889 Non-current liabilities Provisions 15 - 162 4,160 Employee benefits 16 6,340 5,333 4,105 Long-term debt 17 2,262 3,322 4,420 Obligations under finance leases 17 - - 18,418 Deferred income tax liability 19 1,063 - - 9,665 8,817 31,103 Total liabilities $ 187,176 $ 278,824 $ 206,992 EQUITY Share capital 18 $ 483,099 $ 481,908 $ 481,848 Contributed surplus 17,868 14,298 11,749 Accumulated other comprehensive (383) (1,488) 2,061 income (loss) Retained earnings (deficit) (119,210) (59,659) 25,682 Equity attributable to 381,374 435,059 521,340 shareholders Non-controlling interests 78 (224) - Total equity 381,452 434,835 521,340 Total liabilities and equity $ 568,628 $ 713,659 $ 728,332 ATS AUTOMATION TOOLING SYSTEMS INC. Consolidated Statements of Income (in thousands of Canadian dollars, except per share amounts) Years ended March 31 Note 2012 2011 Revenues Revenues from construction contracts $ 544,052 $ 417,892 Sale of goods 22,019 36,600 Services rendered 29,291 30,767 Total revenues 595,362 485,259 Operating costs and expenses Cost of revenues 438,728 371,908 Selling, general and administrative 94,516 74,890 Stock-based compensation 20 4,857 2,980 Gain on sale of land and building (2,989) - Earnings from operations 60,250 35,481 Net finance costs 24 1,565 1,057 Income from continuing operations before income taxes 58,685 34,424 Income tax expense 19 14,670 6,565 Income from continuing operations 44,015 27,859 Loss from discontinued operations, net of tax 7 (103,521) (113,302) Net loss $ (59,506) $ (85,443) Attributable to Shareholders $ (59,588) $ (85,276) Non-controlling interests 82 (167) $ (59,506) $ (85,443) Earnings (loss) per share attributable to 25 shareholders Basic and diluted - from continuing $ 0.51 $ 0.32 operations Basic and diluted - from discontinued 7 (1.19) (1.30) operations $ (0.68) $ (0.98) ATS AUTOMATION TOOLING SYSTEMS INC. Consolidated Statements of Comprehensive Income (in thousands of Canadian dollars) Years ended March 31 2012 2011 Net loss $ (59,506) $ (85,443) Other comprehensive income (loss): Currency translation adjustment (net of income 911 (2,853) taxes of $nil) Deconsolidation of subsidiaries currency translation adjustment (net of income taxes of $nil) 1,227 - Net unrealized gain (loss) on derivative financial instruments designated as cash flow (2,005) 2,365 hedges Tax impact 536 (469) Loss (gain) transferred to net loss for derivatives designated as cash flow hedges 478 (3,643) Tax impact (112) 965 Actuarial losses on defined benefit pension (284) (162) plans Tax impact 82 40 Net gain on hedges of net investments in foreign operations (net of income taxes of $nil) 70 87 Other comprehensive income (loss) 903 (3,670) Comprehensive loss $ (58,603) $ (89,113) Attributable to Shareholders $ (58,685) $ (88,946) Non-controlling interests 82 (167) $ (58,603) $ (89,113) ATS AUTOMATION TOOLING SYSTEMS INC. Consolidated Statements of Changes inEquity (in thousands of Canadian dollars) Year ended March 31, 2012 Total accumulated Retained Currency other Non- Share Contributed earnings translation Cash comprehensive controlling Total flow capital surplus (deficit) adjustments hedges income interests equity Balance, at $ 481,908 $ 14,298 $ (59,659) $ (2,767) $ 1,279 $ (1,488) $ (224) $ 434,835 March 31,2011 Net income - - (59,588) - - - 82 (59,506) (loss) Other - - (202) 2,208 (1,103) 1,105 - 903 comprehensive income (loss) Total - - (59,790) 2,208 (1,103) 1,105 82 (58,603) comprehensive income (loss) Non-controlling - - 239 - - - 220 459 interests Stock-based - 3,951 - - - - - 3,951 compensation Exercise of 1,191 (381) - - - - - 810 stock options Balance, at $ 483,099 $ 17,868 $ (119,210) $ (559) $ 176 $ (383) $ 78 $ 381,452 March 31, 2012 Year ended March 31, 2011 Total Foreign accumulated Retained currency other Non- Share Contributed earnings translation Cash comprehensive controlling Total flow capital surplus (deficit) adjustments hedges income interests equity Balance, at $ 481,848 $ 11,749 $ 25,682 $ - $ 2,061 $ 2,061 $ - $ 521,340 April 1, 2010 Net loss - - (85,276) - - - (167) (85,443) Other - - (122) (2,767) (782) (3,549) - (3,671) comprehensive loss Total - - (85,398) (2,767) (782) (3,549) (167) (89,114) comprehensive loss Non-controlling - - 57 - - - (57) - interests Stock-based - 2,568 - - - - - 2,568 compensation Exercise of 60 (19) - - - - - 41 stock options Balance, at $ 481,908 $ 14,298 $ (59,659) $ (2,767) $ 1,279 $ (1,488) $ (224) $ 434,835 March 31, 2011 ATS AUTOMATION TOOLING SYSTEMS INC. Consolidated Statements of Cash Flows (in thousands of Canadian dollars) Years ended March 31 Note 2012 2011 Operating activities: Income from continuing operations $ 44,015 $ 27,859 Items not involving cash Depreciation of property, plant and 6,632 6,489 equipment Amortization of intangible assets 5,330 3,984 Accrued employee benefits 805 2,014 Deferred income taxes 2,982 2,462 Other items not involving cash (5,338) (1,310) Stock-based compensation 20 4,857 2,980 Gain on disposal of property, plant and (2,989) (139) equipment Gain on sale of portfolio investment (96) (665) $ 56,198 $ 43,674 Change in non-cash operating working capital (38,396) (3,230) Cash flows used in operating activities of discontinued operations 7 (43,830) (1,812) Cash flows provided by (used in) operating $ (26,028) $ 38,632 activities Investing activities: Acquisition of property, plant and equipment $ (4,806) $ (9,106) Acquisition of intangible assets (2,708) (1,408) Business acquisition 6 - (63,830) Proceeds from disposal of property, plant 8,003 2,043 and equipment Proceeds on sale of portfolio investments 2,054 2,309 Cash flows used in investing activities of 7 (6,057) (27,615) discontinued operations Cash flows used in investing activities $ (3,514) $ (97,607) Financing activities: Restricted cash 9 7,438 (9,471) Bank indebtedness (3,659) (3,416) Repayment of long-term debt (479) (194) Issuance of common shares 810 41 Cash flows used in financing activities of 7 (3,857) (14,398) discontinued operations Cash flows provided by (used in) financing $ 253 $ (27,438) activities Effect of exchange rate changes on cash and 1,713 (1,105) cash equivalents Decrease in cash and cash equivalents (27,576) (87,518) Cash and cash equivalents, beginning of 124,268 211,786 period Cash and cash equivalents, end of period $ 96,692 $ 124,268 Attributable to Cash and cash equivalents - continuing $ 96,229 $ 117,119 operations Cash and cash equivalents - associated with 463 7,149 discontinued operations $ 96,692 $ 124,268 Supplemental information Cash income taxes paid by continuing $ 5,929 $ 3,820 operations Cash interest paid by continuing operations $ 545 $ 316 Cash interest paid by discontinued $ 958 $ 1,313 operations     ATS Automation Tooling Systems Inc. CONTACT: Maria Perrella, Chief Financial OfficerCarl Galloway, Vice-President, Treasurer519 653-6500

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