API Technologies Reports Results for the Fiscal Fourth Quarter Ended November 30, 2012

API Technologies Corp. (NASDAQ:ATNY) (“API”, “API Technologies”, or the “Company”), a trusted provider of RF/microwave, microelectronics, and security solutions for critical and high-reliability applications, today announced results for the fiscal fourth quarter and twelve months ended November 30, 2012.

  • Record bookings of $76.6 million resulting in a book-to-bill ratio of 1.2 to 1 in the fiscal fourth quarter.
  • Revenue of $280.8 million for the twelve months ended November 30, 2012, up from $197.6 for the twelve months ended November 30, 2011.
  • Revenue of $62.7 million for the fiscal fourth quarter compared to $75.1 million in the prior year’s comparable quarter.
  • On February 6, 2013, announced the repayment of a term loan facility and entry into new credit agreements.

“Fiscal 2012 was a transformational year for API Technologies, as we successfully integrated three strategic acquisitions and emerged as a leading provider of high-reliability electronics solutions,” said Bel Lazar, President and Chief Executive Officer of API Technologies. “In spite of ongoing defense industry headwinds and a challenging macroeconomic environment, we won record orders and achieved a positive book-to-bill ratio of 1.2 to 1 in the fourth quarter, positioning us for future growth.”

Results for the Quarter Ended November 30, 2012

API Technologies reported revenue of $62.7 million for the quarter ended November 30, 2012, compared to $68.4 million in the quarter ended August 31, 2012 and $75.1 million in the quarter ended November 30, 2011.

Gross profit, as a percent of sales, was 20.2% for the quarter ended November 30, 2012, versus 22.3% for the quarter ended August 31, 2012 and 23.7% for quarter ended November 30, 2011. Excluding restructuring costs, gross margin was 21.4% in the quarter ended November 30, 2012 compared to 24.9% in the quarter ended August 31, 2012. Adjusted EBITDA for the quarter ended November 30, 2012 was $8.3 million (13.2% margin) versus $9.3 million (13.7% margin) for the quarter ended August 31, 2012, and $11.4 million (15.2% margin) for the quarter ended November 30, 2011.

API Technologies posted a net loss of $12.3 million for the quarter ended November 30, 2012 versus a net loss of $27.7 million for the quarter ended August 31, 2012 and a net loss of $2.5 million for the quarter ended November 30, 2011. Restructuring costs recorded in the quarter ended November 30, 2012 were approximately $3.3 million, versus $2.2 million in the quarter ended August 31, 2012 and $1.7 million in the comparable period of 2011. During the quarter ended August 31, 2012, the Company recorded a Goodwill impairment charge of $24.3 million, which adjusted the estimated write-down taken in the quarter ended May 31, 2012.

Results for the Twelve Months Ended November 30, 2012

API Technologies reported revenue of $280.8 million for the twelve months ended November 30, 2012 compared to $197.6 million for the same period in the prior-year period. The increase in revenue was primarily due to acquisitions completed in the past twelve months. Gross margin was 20.0% for the twelve months ended November 30, 2012 versus 20.8% for the prior-year period. Adjusted EBITDA was $39.6 million for the twelve months ended November 30, 2012 compared to $16.2 million for the twelve months ended November 30, 2011.

API Technologies posted a net loss of $148.7 million for the twelve months ended November 30, 2012 compared to a net loss of $17.3 million for the twelve months ended November 30, 2011. The increase in net loss was driven primarily by $111.3 million of Goodwill impairment charges, $17.7 million of restructuring charges, and $12.6 million of convertible note financing costs recorded in fiscal 2012. Restructuring costs recorded in the twelve months ended November 30, 2012 were approximately $17.7 million compared to approximately $6.0 million for the fiscal year ended November 30, 2011.

At the end of the November 30, 2012 quarter, the Company had $21.2 million of cash and cash equivalents, including $0.7 million of restricted cash, and $185.4 million of debt obligations, net of discounts.

As announced in October, API Technologies’ Board of Directors has retained Jefferies & Company, Inc. (“Jefferies”) as its financial advisor. Jefferies continues to assist the Board in evaluating the unsolicited interest for one or more of the company’s business units, as well as a full range of strategic alternatives. API noted that there can be no assurance that this process will result in any agreement or transaction. API does not intend to discuss or disclose developments with respect to the Board’s process unless and until the Board has approved a specific course of action.

Conference Call

API Technologies will host a conference call to review the Company’s fiscal fourth quarter results tomorrow, February 13, at 10:00 a.m. Eastern Time. Bel Lazar, President and Chief Executive Officer, and Phil Rehkemper, Executive Vice President and Chief Financial Officer, will host the call.

The call will be available by dialing 866-605-3852 or 412-317-6789 and accessible by webcast at www.apitech.com. Recorded replays of the webcast will be available for 30 days on the Company’s website and by telephone for 30 days at 877-344-7529, replay passcode #10023558, beginning 2:00 p.m. Eastern Time on February 13, 2013.

About API Technologies Corp.

API Technologies designs, develops and manufactures electronic systems, subsystems, RF and secure solutions for technically demanding defense, aerospace and commercial applications. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the NASDAQ under the symbol ATNY. For further information, please visit the Company website at www.apitech.com.

Non-GAAP Financial Information

In this press release, API has provided a non-GAAP financial measure for Gross Margin and Adjusted EBITDA. Non-GAAP Gross Margin excludes restructuring charges and Adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization), excludes discontinued operations, restructuring charges, acquisition charges, goodwill impairment, earn-out reversals, a C-MAC pro forma adjustment, foreign exchange loss, Spectrum acquisition inventory fair value, stock-based compensation expenses, amortization of note discounts and deferred financing costs, and certain other adjustments. Management believes the supplemental non-GAAP presentations provide investors an additional analytical tool for understanding the Company’s financial performance by excluding the impact of items which may obscure trends in the core operating performance of the business. These are not recognized measures under US GAAP, do not have a standardized meaning, and are unlikely to be comparable to similar measures used by other companies. Accordingly, investors are cautioned that these non-GAAP measures should not be construed as an alternative to net earnings or loss or gross margin determined in accordance with GAAP as an indicator of the financial performance of the Company or as a measure of the Company's liquidity and cash flows. We expect our financial statements to continue to be affected by items similar to those excluded in the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that all such costs are unusual or infrequent.

Safe Harbor for Forward-Looking Statements

Except for statements of historical fact, the information presented herein constitutes forward-looking statements. All forward-looking statements are subject to certain risks, uncertainties and assumptions which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include but are not limited to, general economic and business conditions, government regulations, our ability to integrate and consolidate our operations, our ability to expand our operations in both new and existing markets, the ability of our review of strategic alternatives to maximize stockholder value and the effect of growth on our infrastructure. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. The forward-looking statements in this news release should be read in conjunction with the more detailed descriptions of the above factors located in our Annual Report on Form 10-K under Part I, Item 1A “Risk Factors” as well as those additional factors we may describe from time to time in other filings with the Securities and Exchange Commission. All information in this release is as of the date hereof. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements in this press release, whether as a result of new information, future events, or otherwise.

API Technologies Corp.
Financial Results
For the Three and Twelve Months Ended November 30, 2012
Consolidated Statement of Operations (unaudited)
in thousands USD
For the ThreeFor the ThreeFor the TwelveFor the Twelve
Months EndedMonths EndedMonths EndedMonths Ended
Nov. 30,Nov. 30,Nov. 30,Nov. 30,
2012201120122011
Revenue, net$62,749$75,082$280,820$197,569
Cost of revenues
Cost of revenues 49,34457,121214,460154,875
Restructuring charges 70619510,3361,514
Total cost of revenues50,05057,316224,796156,389
Gross profit12,69917,76656,02441,180
Operating expenses
General and administrative 7,0245,10526,82523,908
Selling expenses 3,9403,50415,75312,057
Research and development 2,4062,63610,2976,176
Business acquisition and related charges 5846384,02713,436
Restructuring charges 2,6311,4537,3664,446
16,58513,33664,26860,023
Operating income (loss)(3,886)4,430(8,244)(18,843)
Other expenses (income), net
Goodwill impairment 111,300
Interest expense, net 4,3113,32816,2097,729
Amortization of note discounts and deferred financing costs 72752415,6843,900
Other expense (income), net 3,225228898(329)
8,2634,080144,09111,300
Loss from continuing operations before income taxes(12,149)350(152,335)(30,143)
Expense (benefit) for income taxes1542,837(3,632)(12,851)
Income (loss) from continuing operations, net of income taxes(12,303)(2,488)(148,703)(17,292)
Income (loss) from discontinued operations, net of income taxes(36)
Net income (loss)$(12,303)$(2,488)$(148,703)$(17,328)
Income (loss) per share from continuing operations—Basic and diluted$(0.22)$(0.05)$(2.69)$(0.40)
Income (loss) per share from discontinued operations—Basic and diluted$0.00$0.00$0.00$0.00
Net income (loss) per share—Basic and diluted$(0.22)$(0.05)$(2.69)$(0.40)
Weighted average shares outstanding
Basic55,368,03352,404,07455,314,26343,177,538
Diluted55,368,03352,416,07155,314,26343,177,538
Consolidated Balance Sheets (unaudited)
in thousands USD
November 30,November 30,
20122011
Assets
Current
Cash and cash equivalents $20,535$15,689
Restricted cash 700700
Accounts receivable 45,22952,983
Inventories, net 67,96272,017
Deferred income taxes 1,1014,797
Prepaid expenses and other current assets 2,6441,705
138,171147,891
Fixed assets, net41,79244,149
Fixed assets held for sale9003,217
Goodwill156,002253,170
Intangible assets, net50,09050,001
Other non-current assets9,3448,019
Total assets$396,299$506,447
Liabilities and Shareholders’ Equity
Current
Accounts payable and accrued expenses $41,487$46,002
Deferred revenue 3851,892
Current portion of long-term debt 2,3281,917
44,20049,811
Deferred income taxes3,4109,905
Other long-term liabilities1,048
Long-term debt, net of current portion and discount183,087165,267
231,745224,983
Preferred Stock, net of discounts25,581
Shareholders’ equity
Common stock 5555
Special voting stock
Additional paid-in capital 326,973322,675
Common stock subscribed but not issued 2,3732,373
Accumulated deficit (192,513)(43,810)
Accumulated other comprehensive income 2,085171
138,973281,464
Total Liabilities and Shareholders’ Equity$396,299$506,447

Consolidated Adjusted EBITDA

in thousands USD

The following table reconciles three and twelve months GAAP net loss to non-GAAP Adjusted EBITDA from continuing operations.
Three Months EndedTwelve Months Ended
November 30,November 30,
201220112012

2011

Net income (loss)$(12,303)$(2,488)$(148,703)$(17,328)
Adjustments
Interest expense, net 4,3113,32816,2097,729
Amortization of note discounts and deferred financing costs 72752415,6843,900
Depreciation and amortization 5,0454,05618,23010,619
Goodwill impairment 111,300
Income taxes 1542,837(3,632)(12,851)
Stock based compensation 2901282,2242,900
Restructuring 3,3371,65017,7025,960
Acquisition related charges 5846384,02713,436
Other adjustments (A) 4,8846,28392
Spectrum acquisition inventory fair value 7321,704
SenDEC earn-out reversal (2,213)
C-MAC pro-forma adjustment 9242,100
Foreign exchange (gain) loss 3014242542
Discontinued operations 36
Adjusted EBITDA$8,254$11,447$39,636$16,239
Adjusted EBITDA Margin13.2%15.2%14.1%8.2%

(A)

Charges in 2012 primarily relate to non-cash inventory provisions, a $1.9 million impairment write-down on assets held for sale ($1.8 million in Q4-2012), and a $1.1 million loss contingency accrual in Q4-2012.

Additional Adjusted EBITDA Reconciliations

in thousands USD

The following table reconciles three months GAAP net loss to non-GAAP Adjusted EBITDA for our reportable segments for the quarter ended November 30, 2012.
SSCSSIASub-total

SSC & SSIA

EMSCorporateTotal
Q4Q4Q4Q4Q4Q4
Revenue$ 48,721$3,370$52,091$10,658$-$62,749
Net Income (loss)(1,999)(246)(2,245)(2,906)(7,152)(12,303)
Adjustments
Interest expense, Net 1,850(2)1,848862,3774,311
Amortization of note discounts and deferred financing costs ----727727
Depreciation & amortization 4,0111344,145820805,045
Goodwill impairment ------
Income taxes (119)(42)(161)10305154
Stock based compensation ----290290
Restructuring 8806341,5141,749743,337
Acquisition related charges 8-8-576584
C-MAC pro-forma adjustments 924-924--924
Other adjustments (A) 3,313-3,3133731,1984,884
Foreign exchange loss ----301301
Net corporate costs (B) (950)(66)(1,016)(208)1,224-
Add-Back Total9,91765810,5752,8307,15220,557
Adjusted EBITDA$ 7,918$412$8,330$(76)$-$8,254
Adjusted EBITDA Margin16.3%12.2%16.0%-0.7%13.2%
(A) Charges relate to non-cash inventory provisions.

(B)

Net Corporate costs are allocated to the three segments by percentage of total consolidated revenues.

Additional Adjusted EBITDA Reconciliations

in thousands USD

The following table reconciles three months GAAP net loss to non-GAAP Adjusted EBITDA for our reportable segments for the quarter ended November 30, 2011.
SSCSSIASub-total

SSC & SSIA

EMSCorporateTotal
Q4Q4Q4Q4Q4Q4
Revenue$ 45,651$6,456$52,107$22,975$-$75,082
Net Income (loss)1,6176582,275340(5,103)(2,488)
Adjustments
Interest expense, Net -99-3,3193,328
Amortization of note discounts and deferred financing costs ----524524
Depreciation & amortization 2,832842,9161,120204,056
Goodwill impairment ------
Income taxes 2,5782252,8033312,837
Stock based compensation ----128128
Restructuring 554442996564901,650
Acquisition related charges 150-150-488638
Spectrum fair value adjustments 732-732--732
Foreign exchange loss 321850-(8)42
Net corporate costs (A) (311)(44)(355)(156)511-
Add-Back Total6,5677347,3011,5315,10313,935
Adjusted EBITDA$ 8,184$1,392$9,576$1,871$-$11,447
Adjusted EBITDA Margin17.9%21.6%18.4%8.1%15.2%
(A) Net Corporate costs are allocated to the three segments by percentage of total consolidated revenues.
Gross Margin without Restructuring Charges
$ amounts in thousands USD
Three Months EndedThree Months EndedThree Months Ended
November 30, 2012August 31, 2011November 30, 2011
Revenue $ 62,749 $ 68,448 $ 75,082
Gross Profit $ 12,699 $ 15,285 $ 17,766
Restructuring $ 706 $ 1,738 $ 195
Gross profit without restructuring $ 13,405 $ 17,023 $ 17,961
Gross margin % without restructuring 21.4 % 24.9 % 23.9 %

Contacts:

Investor Relations:
API Technologies Corp.
Phil Rehkemper, EVP and Chief Financial Officer, +1 855-294-3800
investors@apitech.com
or
Darrow Associates
Chris Witty, +1 646-438-9385
cwitty@darrowir.com
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