API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2014

ORLANDO, Fla., Sept. 25, 2014 /PRNewswire/ -- API Technologies Corp. (NASDAQ: ATNY) ("API" or the "Company"), a leading provider of high performance RF/microwave, power, and security solutions for high-reliability applications, today announced results for the fiscal third quarter ended August 31, 2014.

API Technologies Corp. Logo.

"I am pleased with our third quarter performance, highlighted by 7 percent quarter-over-quarter revenue growth and our highest Adjusted EBITDA percentage in 8 quarters," said Bel Lazar, President and Chief Executive Officer of API Technologies, "Our commitment to innovation and product execution has resulted in one of the industry's leading portfolios of RF/microwave and advanced technology products, which customers continue to embrace."

Results for the Quarter Ended August 31, 2014

API Technologies reported fiscal third quarter revenue of $56.9 million.

For the fiscal third quarter of 2014, GAAP gross margin as a percentage of sales was 26.0%; non-GAAP gross margin was 27.4%.

The Company posted a net loss of $0.6 million for the fiscal third quarter. Adjusted EBITDA for the fiscal third quarter was $7.8 million or 13.6% of revenue.  

Results for the Nine Months Ended August 31, 2014

API Technologies reported revenue of $169.0 million for the nine months ended August 31, 2014. GAAP gross margin was 22.8% for the nine-month period ended August 31, 2014. Non-GAAP gross margin was 24.5% for the same period.

The Company posted a net loss of $17.7 million for the nine months ended August 31, 2014, primarily due to the amortization of note discounts and deferred financing charges, incurred in the fiscal 2014 second quarter, which were $10.9 million. Adjusted EBITDA for the nine months ended August 31, 2014 was $18.5 million or 11.0% of revenue.

Conference Call

API Technologies will host a conference call to review the Company's fiscal third quarter results today, September 25, at 4:45 p.m. Eastern Time. Bel Lazar, President and Chief Executive Officer, and Claudio Mannarino, Senior Vice President and Chief Financial Officer, will host the call.

The call will be available by dialing 1-877-317-6789 or 1-412-317-6789 and accessible by webcast at http://www.apitech.com/investor-relations. Recorded replays of the webcast will be available on the Company's Investor Relations App, for 30 days on the Company's website, and by telephone at 1-877-344-7529 or 1-412-317-0088, replay passcode #10052160, beginning 6 p.m. Eastern Time on September 25, 2014.

The API Technologies Investor Relations App is available for iPhone® and iPad® via the Apple iTunes store and for Android™ devices via Google Play. For more information, visit http://www.apitech.com/investor-relations.  

About API Technologies Corp.

API Technologies (NASDAQ: ATNY) is an innovative designer and manufacturer of high performance systems, subsystems, modules, and components for technically demanding RF, microwave, millimeter wave, electromagnetic, power, and security applications.  A high-reliability technology pioneer with over 70 years of heritage, API Technologies products are used by global defense, industrial, and commercial customers  in the areas of commercial aerospace, wireless communications, medical, oil and gas, electronic warfare, unmanned systems, C4ISR, missile defense, harsh environments, satellites, and space. Learn more about API Technologies and our products at www.apitech.com.

Non-GAAP Financial Information

In this press release, API has provided the non-GAAP financial measures for Adjusted EBITDA from continuing operations at the Company level and segment level and non-GAAP gross margin. Non-GAAP gross margin excludes restructuring charges and certain other adjustments described in the reconciliation table and non-GAAP Adjusted EBITDA from continuing operations (earnings from continuing operations before interest, taxes, depreciation and amortization) excludes restructuring charges, acquisition and divestiture-related charges, inventory provisions, stock-based compensation expenses, amortization of note discounts and deferred financing costs, and certain other adjustments described in the reconciliation table. API has also provided the non-GAAP financial measure for Adjusted EBITDA less corporate overhead, which is the Adjusted EBITDA number less general corporate overhead.  Management believes the supplemental non-GAAP presentations provide investors an additional analytical tool for understanding the Company's financial performance by excluding from operating results the impact of items that management believes do not reflect the Company's core operating performance. 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, including without limitation, reductions in government defense spending; government regulations; our ability to integrate and consolidate our operations; our ability to expand our operations in both new and existing markets; and the ability of our review of strategic alternatives to maximize stockholder value. 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.

Contact:

Claudio Mannarino
Senior Vice President and Chief Financial Officer
+1 855-294-3800
investors@apitech.com

Tara Flynn Condon
Vice President, Corporate Development & Marketing
+1 908-546-3903
media@apitech.com


API Technologies Corp.
Financial Results
For the Three and Nine Months Ended August 31, 2014 and 2013


Consolidated Statements of Operations (unaudited)
in thousands USD



For the Three
Months Ended
August 31,
2014

For the Three
Months Ended
August 31,
2013

For the Nine
Months Ended
August 31,
2014

For the Nine
Months Ended
August 31,
2013

Revenue, net

$             56,924

$             62,630

$          169,011

$          185,163

Cost of revenues





Cost of revenues

41,751

47,641

129,502

143,338

Restructuring charges

364

16

945

182






Total cost of revenues

42,115

47,657

130,447

143,520






Gross profit

14,809

14,973

38,564

41,643






Operating expenses





General and administrative

6,030

6,901

17,568

19,704

Selling expenses

3,743

3,505

11,037

11,263

Research and development

1,980

2,244

6,214

6,885

Business acquisition and related charges

190

(111)

375

977

Restructuring charges

133

120

1,000

684







12,076

12,659

36,194

39,513






Operating income

2,733

2,314

2,370

2,130

Other expenses, net





Interest expense, net

3,289

3,086

8,586

11,907

Amortization of note discounts and deferred 
      
financing costs

24

521

10,916

11,795

Other expenses (income), net

24

189

(88)

(186 )







3,337

3,796

19,414

23,516






Loss from continuing operations before income

      taxes

(604 )

(1,482)

(17,044 )

(21,386 )

Expense (benefit) for income taxes

30

(3,144)

698

(3,316 )






Income (loss) from continuing operations, net of

      income taxes

(634)

1,662

(17,742 )

(18,070 )

Income from discontinued operations, net of

      income taxes

5,305

18,085






Net income (loss)

$                 (634)

$               6,967

$          (17,742)

$                     15

Accretion on preferred stock

(381)

(393)

(671)






Net income (loss) attributable to common shareholders

$                  (634)

$              6,586

$         (18,135)

$                 (656 )







Loss per share from continuing operations—Basic

and diluted

$               (0.01)

$                 0.02

$                (0.33 )

$                (0.34 )

Income per share from discontinued operations—      Basic and diluted

$                 0.00

$                 0.10

$                 0.00

$                  0.33






Net income (loss) per share—Basic and diluted

$               (0.01)

$                 0.12

$                (0.33 )

$                (0.01 )






Weighted average shares outstanding





Basic

55,461,217

55,424,157

55,444,759

55,398,833

Diluted

55,461,217

55,424,157

55,444,759

55,398,833

 


Consolidated Balance Sheets (unaudited)
in thousands USD






August 31, 

2014


November 30, 

2013


Assets





Current





Cash and cash equivalents    


$

7,721



$

6,351


Restricted cash         






1,500


Accounts receivable, net        



41,422




39,751


Inventories, net        



54,609




58,218


Deferred income taxes            



2,302




2,426


Prepaid expenses and other current assets          



1,226




2,445





107,280




110,691


Fixed assets, net



30,787




35,231


Fixed assets held for sale



150




150


Goodwill



116,770




116,770


Intangible assets, net



32,002




38,780


Other non-current assets



1,665




2,956


 Total assets


$

288,654



$

304,578











Liabilities, Redeemable Preferred Stock and Shareholders' Equity









Current









Accounts payable and accrued expenses           


$

27,539



$

32,217


Deferred revenue     



3,340




3,519


Current portion of long-term debt        



9,286




8,155





40,165




43,891


Deferred income taxes



5,544




5,517


Other long-term liabilities



1,106




1,135


Long-term debt, net of current portion and discount



120,778




96,606


Deferred gain



7,937








175,530




147,149











Commitments and contingencies









Redeemable Preferred Stock






26,326











Shareholders' equity









Common stock        



55




55


Special voting stock







Additional paid-in capital      



327,763




327,901


Common stock subscribed but not issued          



2,373




2,373


Accumulated deficit



(218,933)




(200,798)


          Accumulated other comprehensive income        



1,866




1,572





113,124




131,103


Total Liabilities, Redeemable Preferred Stock and Shareholders'

Equity


$

288,654



$

304,578





















 

Consolidated Adjusted EBITDA
in thousands USD


The following table reconciles three and nine months GAAP income (loss) from continuing operations to non-GAAP

Adjusted EBITDA and Adjusted EBITDA less corporate overhead.





Three months ended

August 31, 2014




Nine Months ended

August 31, 2014


Loss from continuing operations


$

(634)



$

(17,742)

Adjustments








    Interest expense, net      



3,289




8,586

Amortization of note discounts and deferred financing costs           



24




10,916

    Depreciation and amortization



4,029




12,269

    Income taxes  



30




698

    Restructuring charges    



497




1,945

    Acquisition related charges



190




375

    Other adjustments (A)                                               



334




1,488


Total Adjusted EBITDA


$

7,759



$

18,535


Total Adjusted EBITDA percentage



13.6%




11.0%









Corporate overhead


$

1,774



$

4,876









Adjusted EBITDA less corporate overhead


$

9,533



$

23,411









Adjusted EBITDA less corporate overhead percentage



16.7%




13.9%

(A) Other adjustments primarily include inventory provisions ($425 – 3 months; $1,593 – 9 months), stock based compensation ($(31) – 3 months; $(99) – 9 months), franchise taxes ($36 – 3 months; $122 – 9 months), financing & other adjustments ($212 – 3 months; $312 – 9 months), lease payments for the State College, Pennsylvania facility ($(322) – 3 months; $(862) – 9 months) and foreign exchange loss ($14 – 3 months; $240 – 9 months) and change in employee vacation policy ($0 – 3 months; $182 – 9 months).

Additional Adjusted EBITDA Reconciliations by Segment from Continuing Operations
in thousands USD


Three Months Ending

August 31, 2014

SSC

SSIA

 EMS

 Corporate

 Total


Q3

Q3

Q3

Q3

Q3







Revenue

$   41,877

$    6,230

$   8,817

$             -

$   56,924

Income (loss) from continuing

operations





(634)







Adjustments












  Interest expense, Net





3,289

 

  Amortization of note discounts and

deferred financing costs





24







  Depreciation and amortization





4,029







  Income taxes





30







  Restructuring charges





497







  Acquisition related charges





190







  Other adjustments (A)





334







  Net corporate costs (B)





-







Add-Back Total





8,393

Adjusted EBITDA from continuing

operations

$     7,133

$     1,014

$         (388)

$              -

$     7,759

Adjusted EBITDA Margin from

continuing operations

17.0%

16.3%

(4.4%)

0.0%

13.6%

(A) Charges primarily relate to inventory provisions, stock based compensation, franchise taxes, financing & other adjustments, lease payments for the State College, Pennsylvania facility and foreign exchange losses.

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

Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin
$ amounts in thousands USD



Three Months Ended

Nine Months Ended


August 31, 2014

August 31, 2014




Revenue

$      56,924

$       169,011

Gross Profit

14,809

38,564

GAAP Gross Margin %

26.0%

22.8%

Restructuring and other adjustments (A)

764

2,808

Adjusted Gross profit

15,573

41,372

Adjusted Gross margin %

27.4%

24.5%

(A)    Other adjustments primarily include inventory provisions.

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SOURCE API Technologies Corp.

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