ORLANDO, Fla., Jan. 29, 2015 /PRNewswire/ --


    --  Q4 revenue of $57.8 million
    --  Q4 GAAP Operating Income of $2.2 million; Non-GAAP Operating Income of
        $3.5 million
    --  Q4 cash from operations of $3.3 million
    --  FY14 GAAP Operating Income of $4.6 million; Non-GAAP Operating Income of
        $10.3 million

API Technologies Corp. (NASDAQ:ATNY) ("API" or the "Company"), a leading provider of high performance RF, microwave, millimeterwave, power, and security solutions, today announced results for the fiscal fourth quarter ended November 30, 2014.

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"During fiscal year 2014 we continued to execute on our operational and business strategies, resulting in operating income of $4.6 million - a $6.1 million increase over prior year, along with double-digit EBITDA margin and positive cash flow. Moreover, the execution of our product roadmap and successful launch of technologically advanced products continue to attract new customers and industry recognition," said Bel Lazar, President and Chief Executive Officer, API Technologies.

Results for the Quarter Ended November 30, 2014

API Technologies reported fiscal fourth quarter revenue of $57.8 million.

For the fiscal fourth quarter of 2014, GAAP gross margin as a percentage of sales was 23.4%; non-GAAP gross margin was 24.9%.

The Company posted a net loss of $1.2 million for the fiscal fourth quarter. Adjusted EBITDA for the fiscal fourth quarter was $7.2 million or 12.5% of revenue.

Results for the Twelve Months Ended November 30, 2014

API Technologies reported revenue of $226.9 million for the twelve months ended November 30, 2014. GAAP gross margin was 23.0% for the twelve -month period ended November 30, 2014. Non-GAAP gross margin was 24.6% for the same period.

The Company posted a net loss of $18.9 million for the twelve months ended November 30, 2014, which included $10.9 million of amortization of note discounts and deferred financing charges incurred in the fiscal 2014 second quarter. Adjusted EBITDA for the twelve months ended November 30, 2014 was $25.7 million or 11.3% of revenue.

Conference Call

API Technologies will host a conference call to review the Company's fiscal fourth quarter results today, January 29, 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 #10058806, beginning 6 p.m. Eastern Standard Time on January 29, 2015.

The API Technologies Investor Relations App is available for iPhone® and iPad® via the Apple iTunes store and for Android(TM) 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, millimeterwave, 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, non-GAAP gross margin, and non-GAAP operating income. 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 before corporate overhead, which is the Adjusted EBITDA number less general corporate overhead. Non-GAAP operating income excludes restructuring charges and certain other adjustments described in the reconciliation table. 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 Twelve Months Ended November 30, 2014 and 2013


    Consolidated Statements of Operations (unaudited)

    in thousands USD


                                                                           For the Three            For the Three            For the Twelve             For the Twelve
                                                                           Months Ended             Months Ended              Months Ended               Months Ended
                                                                           November 30,             November 30,              November 30,               November 30,
                                                                                               2014                     2013                       2014                        2013
                                                                                               ----                     ----                       ----                        ----

    Revenue, net                                                                            $57,846                  $59,137                   $226,857                    $244,300

    Cost of revenues

    Cost of revenues                                                                         44,194                   48,942                    173,697                     192,279

    Restructuring charges                                                                       120                    1,223                      1,064                       1,405
                                                                                                ---                    -----                      -----                       -----


    Total cost of revenues                                                                   44,314                   50,165                    174,761                     193,684
                                                                                             ------                   ------                    -------                     -------


    Gross profit                                                                             13,532                    8,972                     52,096                      50,616
                                                                                             ------                    -----                     ------                      ------


    Operating expenses

    General and administrative                                                                5,500                    6,169                     23,069                      25,873

    Selling expenses                                                                          3,505                    3,752                     14,541                      15,015

    Research and development                                                                  2,055                    2,305                      8,270                       9,190

    Business acquisition and related charges                                                    104                    (129)                       479                         849

    Restructuring charges                                                                       154                      529                      1,153                       1,212
                                                                                                ---                      ---                      -----                       -----


                                                                                             11,318                   12,626                     47,512                      52,139
                                                                                             ------                   ------                     ------                      ------


    Operating income (loss)                                                                   2,214                  (3,654)                     4,584                     (1,523)

    Other expense (income), net

    Interest expense, net                                                                     3,179                    2,301                     11,765                      14,208

    Amortization of note discounts and deferred financing costs                                  23                    1,224                     10,940                      13,020

    Other expense (income), net                                                               (388)                     172                      (477)                      (14 )
                                                                                               ----                      ---                       ----                        ----


                                                                                              2,814                    3,697                     22,228                      27,214
                                                                                              -----                    -----                     ------                      ------


    Loss from continuing operations before income taxes                                      (600 )                 (7,351)                 (17,644 )                  (28,737 )

    Expense (benefit) for income taxes                                                          572                  (2,019)                     1,270                    (5,335 )
                                                                                                ---                   ------                      -----                     -------


    Loss from continuing operations, net of income taxes                                    (1,172)                 (5,332)                 (18,914 )                  (23,402 )

    Income (loss) from discontinued operations, net of income taxes                               -                 (1,911)                         -                     16,174
                                                                                                ---                  ------                        ---                     ------


    Net loss                                                                               $(1,172)                $(7,243)                 $(18,914)                   $(7,228)

    Accretion on preferred stock                                                                  -                   (387)                     (393)                    (1,057)
                                                                                                ---                    ----                       ----                      ------


    Net loss attributable to common shareholders                                           $(1,172)                $(7,630)                 $(19,307)                  $(8,285 )
                                                                                            =======                  =======                   ========                    ========


                                                                                            $(0.02)                 $(0.11)                  $(0.35 )                   $(0.44 )
    Loss per share from continuing operations-Basic and diluted

    Income (loss) per share from discontinued operations-Basic and diluted                    $0.00                  $(0.03)                     $0.00                       $0.29
                                                                                              -----                   ------                      -----                       -----


    Net loss per share-Basic and diluted                                                    $(0.02)                 $(0.14)                  $(0.35 )                   $(0.15 )
                                                                                             ======                   ======                    =======                     =======


    Weighted average shares outstanding

    Basic                                                                                55,461,217               55,426,635                 55,448,862                  55,405,764

    Diluted                                                                              55,461,217               55,426,635                 55,448,862                  55,405,764




    Consolidated Balance Sheets (audited)

    in thousands USD


                                                                           November 30,              November 30,

                                                                                      2014                       2013
                                                                                      ----                       ----

    Assets

    Current

    Cash and cash equivalents                                                                 $8,258                     $6,351

    Restricted cash                                                                                -                     1,500

    Accounts receivable, net                                                                  38,657                     39,751

    Inventories, net                                                                          54,718                     58,218

    Deferred income taxes                                                                        561                      2,426

    Prepaid expenses and other current assets                                                  1,592                      2,445

                                                                                             103,786                    110,691

    Fixed assets, net                                                                         30,424                     35,231

    Fixed assets held for sale                                                                   150                        150

    Goodwill                                                                                 116,770                    116,770

    Intangible assets, net                                                                    29,848                     38,780

    Other non-current assets                                                                   1,862                      2,956

     Total assets                                                                           $282,840                   $304,578
                                                                                            ========                   ========


    Liabilities, Redeemable Preferred Stock and Shareholders' Equity

    Current

    Accounts payable and accrued expenses                                                    $27,907                    $32,217

    Deferred revenue                                                                           2,279                      3,519

    Current portion of long-term debt                                                         10,097                      8,155

                                                                                              40,283                     43,891

    Deferred income taxes                                                                      4,575                      5,517

    Other long-term liabilities                                                                1,216                      1,135

    Long-term debt, net of current portion and discount                                      118,214                     96,606

    Deferred gain                                                                              7,788                          -
                                                                                               -----                        ---

                                                                                             172,076                    147,149
                                                                                             -------                    -------


    Commitments and contingencies

    Redeemable Preferred Stock                                                                     -                    26,326


    Shareholders' equity

    Common stock                                                                                  55                         55

    Special voting stock                                                                           -                         -

    Additional paid-in capital                                                               327,846                    327,901

    Common stock subscribed but not issued                                                     2,373                      2,373

    Accumulated deficit                                                                    (220,105)                  (200,798)

              Accumulated other comprehensive income                                             595                      1,572

                                                                                             110,764                    131,103
                                                                                             -------                    -------

    Total Liabilities, Redeemable Preferred Stock and Shareholders' Equity                  $282,840                   $304,578
                                                                                            ========                   ========




    Consolidated Adjusted EBITDA

    in thousands USD


    The following table reconciles three and twelve months GAAP loss from continuing operations to non-GAAP Adjusted EBITDA and Adjusted EBITDA less corporate overhead.


                                                                                                                                                        Three (3) months ended                                                  Twelve (12) Months ended
                                                                                                                                                             November 30, 2014                                                         November 30, 2014

                                                                                                                                                                      $(1,172)                                                                 $(18,914)
    Loss from continuing operations

    Adjustments

        Interest expense, net                                                                                                                                            3,179                                                                     11,765

    Amortization of note discounts and deferred financing costs                                                                                                             23                                                                     10,940

        Depreciation and amortization                                                                                                                                    3,695                                                                     15,965

        Income taxes                                                                                                                                                       572                                                                      1,270

        Restructuring charges                                                                                                                                              274                                                                      2,217

        Acquisition related charges                                                                                                                                        104                                                                        479

        Other adjustments (A)                                                                                                                                              531                                                                      2,019
                                                                                                                                                                           ---                                                                      -----

                                                                                                                                                                        $7,206                                                                    $25,741
    Total Adjusted EBITDA


                                                                                                                                                                         12.5%                                                                     11.3%
    Total Adjusted EBITDA percentage


    Corporate overhead                                                                                                                                                  $1,497                                                                     $6,373


    Adjusted EBITDA before corporate overhead                                                                                                                           $8,703                                                                    $32,114
                                                                                                                                                                        ------                                                                    -------


    Adjusted EBITDA less corporate overhead percentage                                                                                                                   15.0%                                                                     14.2%


    (A) Other adjustments primarily include inventory provisions, stock based compensation, franchise taxes, financing and other adjustments, lease payments for the State College, Pennsylvania facility, foreign exchange losses,
     and change in benefits liability.



    Additional Adjusted EBITDA Reconciliations by Segment from Continuing Operations

    in thousands USD


    Three Months Ending                                                                                                                       SSC                              SSIA                          EMS          Corporate              Total

    November 30, 2014


                                                                                                                                               Q4                               Q4                           Q4              Q4                   Q4

    Revenue                                                                                                                                             $41,645                           $5,307                  $10,894        $             -            $57,846

    Income (loss) from continuing operations                                                                                                                                                                                                           (1,172)

    Adjustments

      Interest expense, Net                                                                                                                                                                                                                              3,179

                                                                                                                                                                                                                                                            23

      Amortization of note discounts and deferred financing costs

      Depreciation and amortization                                                                                                                                                                                                                      3,695

      Income taxes                                                                                                                                                                                                                                         572

      Restructuring charges                                                                                                                                                                                                                                274

      Acquisition related charges                                                                                                                                                                                                                          104

      Other adjustments (A)                                                                                                                                                                                                                                531

    Add-Back Total                                                                                                                                                                                                                                       8,378
                                                                                                                                                                                                                                                         -----

    Adjusted EBITDA from continuing operations                                                                                                           $6,290                             $990                    $(74)      $              -             $7,206
                                                                                                                                                         ------                             ----                     ----       ----------------             ------

    Adjusted EBITDA Margin from continuing operations                                                                                                     15.1%                           18.7%                  (0.7%)                  0.0%              12.5%
                                                                                                                                                           ----                             ----                    -----                    ---                ----


    (A) Other adjustments primarily include inventory provisions, stock based compensation, franchise taxes, financing & other adjustments, and lease payments for the State College, Pennsylvania facility.



    Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin

                                                                                         $ amounts in thousands USD


                                                                  Three Months Ended Twelve Months Ended

                                                                   November 30, 2014   November 30, 2014
                                                                   -----------------   -----------------


    Revenue                                                                  $57,846             $226,857

    Gross Profit                                                              13,532               52,096

    GAAP Gross Margin %                                                      23.4%               23.0%

    Restructuring and other adjustments (A)                                      864                3,672

    Adjusted Gross profit                                                     14,396               55,768

    Adjusted Gross margin %                                                  24.9%               24.6%


    (A) Other adjustments primarily include inventory provisions.



    Reconciliation of GAAP Operating Income to Non-GAAP Operating Income
                                                                                                                                                $ amounts in thousands USD


                                                                                                                             Three Months Ended         Twelve Months Ended

                                                                                                                              November 30, 2014           November 30, 2014
                                                                                                                              -----------------           -----------------


    Operating Income                                                                                                                     $2,214                       $4,584

    Restructuring and other adjustments (A)                                                                                               1,266                        5,721

    Adjusted Operating Income                                                                                                             3,480                       10,305


    (A) Other adjustments primarily include inventory provisions, acquisition related charges and stock based compensation expense.

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