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8-K - FORM 8-K - API Technologies Corp.d244521d8k.htm

Exhibit 99.1

LOGO

API Technologies Reports Fiscal First Quarter Results

ORLANDO, FL – October 17, 2011 – API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a provider of electronic systems, subsystems, RF, and secure solutions for the defense, aerospace, and commercial industries, today announced results for its fiscal first quarter ended August 31, 2011. These results include a full quarter of Spectrum Control, acquired June 1, 2011.

 

   

Realized revenue of $69.2 million, up from $29.1 million in the prior-year period

 

   

Generated adjusted EBITDA of $8.1 million as compared to $2.9 million in the previous year. Before corporate overhead, adjusted EBITDA for the Company’s operating segments was $10.1 million compared to $3.5 million last year.

 

   

Implemented over $13 million of cost reductions that are being realized

 

   

Ended the quarter with a backlog of approximately $150 million

“The successful integration of recently-acquired business units has enabled us to significantly reduce API’s cost structure while bidding on a large number of new contracts which will strengthen the Company in the quarters ahead,” said Bel Lazar, President and Chief Operating Officer of API Technologies. “Despite the continued U.S. government budgetary constraints, our core defense and military business is stable with an increasing backlog of orders, and we have seen organic growth across other core end markets – particularly in the commercial aerospace, industrial, and medical fields. Our unique electronic solutions are critical to highly-engineered applications in these areas, and we are beginning to take advantage of cross-selling opportunities now that SenDEC and Spectrum Control have been fully integrated. We remain focused on driving growth, margin expansion, and cash flow and believe our product mix and proprietary solutions position us well heading into 2012.”

API Technologies reported revenue of $69.2 million for the fiscal first quarter ending August 31, 2011, as compared to $29.1 million for the same period in the prior year, primarily due to the acquisitions of Spectrum Control and SenDEC. Gross profit was $16.6 million compared to $6.9 million in the previous year’s fiscal first quarter; gross margin was 24.0% for the period ended August 31, 2011, versus 23.8% in the comparable period last year. Adjusted EBITDA was $8.1 million for the quarter as compared to $2.9 million in the first quarter of last year. Adjusted EBITDA for the Company’s operating segments before corporate overhead was $10.1 million, as compared to $3.5 million in the first quarter of last year.

API Technologies posted net income of $10.4 million for the quarter ending August 31, 2011, as compared to net income of $0.8 million in the first quarter of last year. The increase in net income for the quarter ended August 31, 2011 relates to the recovery of $13.5 million in deferred income taxes, partially offset by higher interest and amortization charges due to the Spectrum Control acquisition. At the end of the quarter, the Company had $16.2 million of cash and cash equivalents and $172.3 million of debt obligations outstanding.

“API has already implemented over $13 million in cost saving initiatives – well ahead of what was originally anticipated – with benefits expected to be realized in the next few quarters,” added Brian Kahn, Chairman and Chief Executive Officer. “We have been pleased by how quickly new and existing commercial customers have reacted to API’s enhanced capabilities, evidenced by the fact that our revenue with clients outside the U.S. Department of Defense grew 10% sequentially from last quarter on a pro forma basis and represented nearly 50% of sales. In addition, our overall defense-related operations have


Exhibit 99.1

proven to be resilient despite API’s combined CREW programs accounting for just $3 million of revenue this quarter, compared to over $30 million in last year’s first quarter. We are excited about the future of the Company, and we appreciate our more than 2,000 employees working together to successfully demonstrate how much more we can offer our customers today than as separate organizations.”

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.apitechnologies.com.

Non-GAAP Financial Information

In this press release, API has provided a non-GAAP financial measure for adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization), excluding discontinued operations, restructuring charges, acquisition charges and stock-based compensation expenses and certain non-recurring income items. API also provided adjusted EBITDA from operating segments, which excludes corporate overhead. 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 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, which are more fully described in the Company’s Annual and Quarterly Reports filed with the Securities and Exchange Commission, 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, 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. 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 Contact:

Bel Lazar

President and Chief Operating Officer

+1-877-274-0274

investors@apitech.com

Chris Witty

Darrow Associates

+1-646-438-9385

cwitty@darrowir.com


Exhibit 99.1

API Technologies Corp.

Financial Results

For the Quarter Ended August 31, 2011

Consolidated Statement of Operations

 

      Three Months Ended
August 31,
 
     2011
(Unaudited)
    2010
(Unaudited)
 

Revenue, net

   $ 69,231,222      $ 29,123,545   

Cost of revenues

    

Cost of revenues

     52,613,851        21,892,977   

Restructuring charges

     9,380        299,651   
  

 

 

   

 

 

 

Total cost of revenues

     52,623,231        22,192,628   
  

 

 

   

 

 

 

Gross profit

     16,607,991        6,930,917   

Operating expenses

    

General and administrative

     7,499,305        3,460,251   

Selling expenses

     4,450,159        1,112,618   

Research and development

     2,405,514        531,494   

Business acquisition and related charges

     —          94,081   

Restructuring charges

     671,224        604,573   
  

 

 

   

 

 

 
     15,026,202        5,803,017   
  

 

 

   

 

 

 

Operating income

     1,581,789        1,127,900   

Other (income) expenses, net

    

Interest expense, net

     4,259,495        1,268,874   

Other income, net

     (51,825     (771,513
  

 

 

   

 

 

 
     4,207,670        497,361   
  

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

     (2,625,881     630,539   

Provision (benefit) for income taxes

     (12,997,763     3,112   
  

 

 

   

 

 

 

Income from continuing operations

     10,371,882        627,427   

Income from discontinued operations, net of tax

     —          129,667   
  

 

 

   

 

 

 

Net Income

   $ 10,371,882      $ 757,094   
  

 

 

   

 

 

 

Income per share from continuing operations—Basic and diluted

   $ 0.20      $ 0.07   

Income per share from discontinued operations—Basic and diluted

   $ 0.00      $ 0.01   
  

 

 

   

 

 

 

Net income per share—Basic and diluted

   $ 0.20      $ 0.08   
  

 

 

   

 

 

 

Weighted average shares outstanding

    

Basic

     52,404,074        8,908,172   

Diluted

     52,416,071        9,394,839   


Exhibit 99.1

Consolidated Balance Sheets

 

     Aug. 31,
2011
    May 31,
2011
 

Assets

    

Current

    

Cash and cash equivalents

   $ 16,155,080      $ 108,417,312   

Accounts receivable

     47,053,349        16,823,884   

Inventories, net

     74,481,387        31,629,092   

Deferred income taxes

     6,216,500        —     

Prepaid expenses and other current assets

     2,753,114        1,012,326   
  

 

 

   

 

 

 
     146,659,430        157,882,614   

Fixed assets, net

     45,138,634        16,430,972   

Fixed assets held for sale

     3,216,082        150,000   

Goodwill

     234,860,957        90,300,834   

Intangible assets, net

     73,284,882        8,407,302   

Other non-current assets

     8,275,452        —     
  

 

 

   

 

 

 

Total assets

   $ 511,435,437      $ 273,171,722   
  

 

 

   

 

 

 

Liabilities and Shareholders’ Equity

    

Current

    

Short-term debt

   $ —        $ 4,372,025   

Accounts payable and accrued expenses

     41,920,520        24,351,331   

Deferred revenue

     1,277,771        546,234   

Current portion of long-term debt

     2,528,151        243,957   
  

 

 

   

 

 

 
     45,726,442        29,513,547   

Deferred income taxes

     15,958,129        —     

Long-term debt, net of current portion

     165,701,435        1,931,973   
  

 

 

   

 

 

 
     227,386,006        31,445,520   
  

 

 

   

 

 

 

Shareholders’ equity

    

Common stock

     54,567        49,142   

Special voting stock

     —          —     

Additional paid-in capital

     322,547,640        290,712,580   

Common stock subscribed but not issued

     2,373,000        2,373,000   

Accumulated deficit

     (41,322,351     (51,694,233

Accumulated other comprehensive income

     396,575        285,713   
  

 

 

   

 

 

 
     284,049,431        241,726,202   
  

 

 

   

 

 

 

Total Liabilities and Shareholders’ Equity

   $ 511,435,437      $ 273,171,722   
  

 

 

   

 

 

 


Exhibit 99.1

Consolidated Adjusted EBITDA

The following table reconciles three months GAAP net income to non-GAAP adjusted EBITDA from continuing operations.

 

     Three Months Ended
August 31,
 
     2011     2010  

Net Income

   $ 10,371,882      $ 757,094   

Adjustments

    

Interest expense, net

     4,259,495        1,268,874   

Depreciation and amortization

     4,445,665        392,855   

Income taxes

     (12,997,763     3,112   

Stock based compensation

     45,363        341,137   

Restructuring

     680,604        904,224   

Acquisition related charges

     —          94,081   

Other non-recurring adjustments (A)

     1,344,021        (778,980

Discontinued operations

     —          (129,667
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 8,149,267      $ 2,852,730   
  

 

 

   

 

 

 

Corporate Overhead

     1,907,975        677,564   
  

 

 

   

 

 

 

Adjusted EBITDA contribution from operating segments

   $ 10,057,242      $ 3,530,294   
  

 

 

   

 

 

 

 

(A) – The non-recurring charges in 2011 primarily relates to cost of goods sold from Spectrum’s purchase accounting, and in 2010 was a gain on the sale of real estate.