API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2012

Board of Directors Retains Financial Advisor to Evaluate Unsolicited Third-Party Interest and Full Range of Strategic Alternatives

ORLANDO, FL – October 10, 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 third quarter ended August 31, 2012.  

Financial results to be reported under three operating segments:  Systems, Subsystems & Components (SSC), Secure Systems & Information Assurance (SSIA), and Electronics Manufacturing Services (EMS). 

Revenue of $68.4 million for the third quarter, compared to $78.9 million in the second quarter and $69.2 million in the quarter ended August 31, 2011.

GAAP Gross Margin for the third quarter of 22.3%, compared to 13.2% in the second quarter and 24.0% in the quarter ended August 31, 2011. Gross Margin was 24.9% excluding restructuring costs, compared to 22.8% in the second quarter and 24.0% in the quarter ended August 31, 2011.

Adjusted EBITDA of $9.3 million (13.7% margin) for the third quarter, versus $11.2 million (14.2% margin) in the second quarter and $8.1 million (11.8% margin) in the quarter ended August 31, 2011.

SSC segment posted Adjusted EBITDA of 19.1% before corporate allocation, compared to 22.2% in the second quarter, and 18.2% in the quarter ended August 31, 2011

Net loss of $27.7 million for the third quarter, compared to net loss of $109.5 million in the second quarter and net income of $10.4 million in the quarter ended August 31, 2011. Net loss for the third quarter was impacted by a $24.3 million Goodwill impairment charge and $3.0 million of restructuring and acquisition related charges.  

Previously announced EMS restructuring now substantially complete. 

“For the fifth consecutive quarter, since the formation of the new API, we have delivered strong Adjusted EBITDA profitability,” said Bel Lazar, President and Chief Executive Officer of API Technologies. “API continues to successfully execute on integration and cost reduction initiatives, including the substantially completed restructuring of our EMS business. Our Adjusted EBITDA margins have stabilized in the last four quarters in the 13-15% range and we remain focused on reaching and sustaining 20% Adjusted EBITDA margins Company-wide. 

“Additionally, API continues to maintain a strong, comprehensive and diversified line of products that remains in high demand given the increasing electronic content across many established platforms and new programs,” continued Mr. Lazar. “Despite choppy market conditions and defense industry headwinds, we expect contract awards to rise in the coming months as visibility into 2013 defense spending improves. Our 175 new design wins, including recent, long-term program wins in the U.S. and Europe, demonstrate that API is well positioned for growth and continued profitability.”   

Results for the Quarter Ended August 31, 2012
Beginning in the third quarter of 2012, the Company began reporting financial results for three operating segments.  Electronic Manufacturing Services (EMS) was broken out as a separate segment from the former Systems & Subsystems segment, and the former Systems & Subsystems segment was renamed Systems, Subsystems & Components (SSC).  There were no changes to the Secure Systems & Information Assurance (SSIA) segment.

API Technologies reported revenue of $68.4 million for the quarter ended August 31, 2012, compared to $78.9 million in the quarter ended May 31, 2012 and $69.2 million in the quarter ended August 31, 2011.

Gross margin was 22.3% for the quarter ended August 31, 2012, versus 13.2% for the quarter ended May 31, 2012. Gross margin was positively affected by lower restructuring costs and improved gross margins in the EMS and SSIA segments. Excluding restructuring costs, gross margin was 24.9% in the quarter ended August 31, 2012 compared to 22.8% in the quarter ended May 31, 2012. Adjusted EBITDA for the quarter ended August 31, 2012 was $9.3 million (13.7% margin) versus $11.2 million (14.2% margin) for the quarter ended May 31, 2012. 

Adjusted EBITDA by segment was $8.7 million (17.1% margin) for SSC in the quarter ended August 31, 2012, compared to $11.1 million (20.3% margin) in the quarter ended May 31, 2012, and $7.6 million (16.6% margin) in the third quarter a year ago. For the SSIA segment, Adjusted EBITDA was $0.6 million (13.8% margin) in the August-ending quarter, a decrease from $1.9 million (23.5% margin) from the quarter ended May 31, 2012. SSIA Adjusted EBITDA for the quarter ended August 31, 2011 was $0.5 million (7.9% margin). For the EMS segment, Adjusted EBITDA was $0.0 million (0% margin) for the quarter-ended August 31, 2012, compared to a loss of ($1.7) million (-10.7% margin) in the quarter ended May 31, 2012.  The improvement in EMS Adjusted EBITDA was primarily attributable to restructuring actions commenced in the quarter-ended May 31, 2012 and which were substantially completed in the quarter-ended August 31, 2012. For the quarter ending August 31, 2011, Adjusted EBITDA for EMS was $0.1 million (0.5% margin).

API Technologies posted a net loss of $27.7 million for the quarter ended August 31, 2012 versus a net loss of $109.5 million for the quarter ended May 31, 2012, compared to net income of $10.4 million for the period ended August 31, 2011. Net losses for the last two fiscal 2012 quarters were primarily attributable to Goodwill impairment, restructuring charges, and convertible note financing costs incurred within the third quarter. Restructuring costs recorded in the quarter ended August 31, 2012 were approximately $2.2 million, versus $11.5 million in the quarter ended May 31, 2012, compared to approximately $0.7 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.  

At the end of the August 31, 2012 quarter, the Company had $16.5 million of cash and cash equivalents, including $0.7 million of restricted cash, and $185.7 million of debt obligations, net of discounts. 

Results for the Nine Months Ended August 31, 2012
API Technologies reported revenue of $218.1 million for the nine months ended August 31, 2012 compared to $122.5 million for the same period in the prior-year period.  The increase in revenues is primarily due to acquisitions completed in the past twelve months. Gross margin was 19.9% for the nine-month period ended August 31, 2012, versus 19.1% in the comparable period last year.  Adjusted EBITDA was $31.3 million for the nine months ended August 31, 2012 compared to $4.8 million in the prior-year period.  

API Technologies posted a net loss of $136.4 million for the first nine months of fiscal 2012 compared to a net loss of $14.8 million for the comparable period last year.  The increase in net loss was driven primarily by the $111.3 million of Goodwill impairment, restructuring charges, and convertible note financing costs recorded in fiscal 2012. Restructuring costs recorded in the nine months ended August 31, 2012 were approximately $14.4 million compared to approximately $4.3 million in the comparable period of 2011.  

API Board of Directors Retains Financial Advisor to Evaluate Unsolicited Third-Party Interest and Full Range of Strategic Alternatives
API also announced today that in response to unsolicited interest in acquiring one or more of the Company’s business units, API’s Board of Directors has retained Jefferies & Company, Inc.  as its financial advisor to assist the Board in evaluating the unsolicited interest 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 third quarter results tomorrow, October 11, 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 #10018587, beginning 2:00 p.m. Eastern Time on October 11, 2012.

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. 

Investor Relations Contacts:

Phil Rehkemper
EVP and Chief Financial Officer
+1 855-294-3800
investors@apitech.com 

Chris Witty
Darrow Associates
+1 646-438-9385
cwitty@darrowir.com

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