Attached files
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| 8-K - FORM 8-K - API Technologies Corp. | d482743d8k.htm |
Exhibit 99.1
API Technologies Reports Results for the Fiscal Fourth Quarter
Ended November 30, 2012
ORLANDO, FL – (Business Wire) –February 12, 2013 – 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 $1.7million 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 $39.6million 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.
SafeHarbor 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
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 Three Months Ended Nov. 30, 2012 |
For the Three Months Ended Nov. 30, 2011 |
For the Twelve Months Ended Nov. 30, 2012 |
For the Twelve Months Ended Nov. 30, 2011 |
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| Revenue, net |
$ | 62,749 | $ | 75,082 | $ | 280,820 | $ | 197,569 | ||||||||
| Cost of revenues |
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| Cost of revenues |
49,344 | 57,121 | 214,460 | 154,875 | ||||||||||||
| Restructuring charges |
706 | 195 | 10,336 | 1,514 | ||||||||||||
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| Total cost of revenues |
50,050 | 57,316 | 224,796 | 156,389 | ||||||||||||
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| Gross profit |
12,699 | 17,766 | 56,024 | 41,180 | ||||||||||||
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| Operating expenses |
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| General and administrative |
7,024 | 5,105 | 26,825 | 23,908 | ||||||||||||
| Selling expenses |
3,940 | 3,504 | 15,753 | 12,057 | ||||||||||||
| Research and development |
2,406 | 2,636 | 10,297 | 6,176 | ||||||||||||
| Business acquisition and related charges |
584 | 638 | 4,027 | 13,436 | ||||||||||||
| Restructuring charges |
2,631 | 1,453 | 7,366 | 4,446 | ||||||||||||
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| 16,585 | 13,336 | 64,268 | 60,023 | |||||||||||||
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| Operating income (loss) |
(3,886 | ) | 4,430 | (8,244 | ) | (18,843 | ) | |||||||||
| Other expenses (income), net |
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| Goodwill impairment |
— | — | 111,300 | — | ||||||||||||
| Interest expense, net |
4,311 | 3,328 | 16,209 | 7,729 | ||||||||||||
| Amortization of note discounts and deferred financing costs |
727 | 524 | 15,684 | 3,900 | ||||||||||||
| Other expense (income), net |
3,225 | 228 | 898 | (329 | ) | |||||||||||
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| 8,263 | 4,080 | 144,091 | 11,300 | |||||||||||||
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| Loss from continuing operations before income taxes |
(12,149 | ) | 350 | (152,335 | ) | (30,143 | ) | |||||||||
| Expense (benefit) for income taxes |
154 | 2,837 | (3,632 | ) | (12,851 | ) | ||||||||||
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| 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 | ) | |||||||||||
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| Net income (loss) |
$ | (12,303 | ) | $ | (2,488 | ) | $ | (148,703 | ) | $ | (17,328 | ) | ||||
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| 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 | ||||||||
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| Net income (loss) per share—Basic and diluted |
$ | (0.22 | ) | $ | (0.05 | ) | $ | (2.69 | ) | $ | (0.40 | ) | ||||
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| Weighted average shares outstanding |
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| Basic |
55,368,033 | 52,404,074 | 55,314,263 | 43,177,538 | ||||||||||||
| Diluted |
55,368,033 | 52,416,071 | 55,314,263 | 43,177,538 | ||||||||||||
Consolidated Balance Sheets (unaudited)
in thousands USD
| November 30, 2012 |
November 30, 2011 |
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| Assets |
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| Current |
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| Cash and cash equivalents |
$ | 20,535 | $ | 15,689 | ||||
| Restricted cash |
700 | 700 | ||||||
| Accounts receivable |
45,229 | 52,983 | ||||||
| Inventories, net |
67,962 | 72,017 | ||||||
| Deferred income taxes |
1,101 | 4,797 | ||||||
| Prepaid expenses and other current assets |
2,644 | 1,705 | ||||||
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| 138,171 | 147,891 | |||||||
| Fixed assets, net |
41,792 | 44,149 | ||||||
| Fixed assets held for sale |
900 | 3,217 | ||||||
| Goodwill |
156,002 | 253,170 | ||||||
| Intangible assets, net |
50,090 | 50,001 | ||||||
| Other non-current assets |
9,344 | 8,019 | ||||||
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| Total assets |
$ | 396,299 | $ | 506,447 | ||||
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| Liabilities and Shareholders’ Equity |
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| Current |
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| Accounts payable and accrued expenses |
$ | 41,487 | $ | 46,002 | ||||
| Deferred revenue |
385 | 1,892 | ||||||
| Current portion of long-term debt |
2,328 | 1,917 | ||||||
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| 44,200 | 49,811 | |||||||
| Deferred income taxes |
3,410 | 9,905 | ||||||
| Other long-term liabilities |
1,048 | — | ||||||
| Long-term debt, net of current portion and discount |
183,087 | 165,267 | ||||||
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| 231,745 | 224,983 | |||||||
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| Preferred Stock, net of discounts |
25,581 | — | ||||||
| Shareholders’ equity |
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| Common stock |
55 | 55 | ||||||
| Special voting stock |
— | — | ||||||
| Additional paid-in capital |
326,973 | 322,675 | ||||||
| Common stock subscribed but not issued |
2,373 | 2,373 | ||||||
| Accumulated deficit |
(192,513 | ) | (43,810 | ) | ||||
| Accumulated other comprehensive income |
2,085 | 171 | ||||||
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| 138,973 | 281,464 | |||||||
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| Total Liabilities and Shareholders’ Equity |
$ | 396,299 | $ | 506,447 | ||||
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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
Ended November 30, |
Twelve Months
Ended November 30, |
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| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Net income (loss) |
$ | (12,303 | ) | $ | (2,488 | ) | $ | (148,703 | ) | $ | (17,328 | ) | ||||
| Adjustments |
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| Interest expense, net |
4,311 | 3,328 | 16,209 | 7,729 | ||||||||||||
| Amortization of note discounts and deferred financing costs |
727 | 524 | 15,684 | 3,900 | ||||||||||||
| Depreciation and amortization |
5,045 | 4,056 | 18,230 | 10,619 | ||||||||||||
| Goodwill impairment |
— | — | 111,300 | — | ||||||||||||
| Income taxes |
154 | 2,837 | (3,632 | ) | (12,851 | ) | ||||||||||
| Stock based compensation |
290 | 128 | 2,224 | 2,900 | ||||||||||||
| Restructuring |
3,337 | 1,650 | 17,702 | 5,960 | ||||||||||||
| Acquisition related charges |
584 | 638 | 4,027 | 13,436 | ||||||||||||
| Other adjustments (A) |
4,884 | — | 6,283 | 92 | ||||||||||||
| Spectrum acquisition inventory fair value |
— | 732 | — | 1,704 | ||||||||||||
| SenDEC earn-out reversal |
— | — | (2,213 | ) | — | |||||||||||
| C-MAC pro-forma adjustment |
924 | — | 2,100 | — | ||||||||||||
| Foreign exchange (gain) loss |
301 | 42 | 425 | 42 | ||||||||||||
| Discontinued operations |
— | — | — | 36 | ||||||||||||
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| Adjusted EBITDA |
$ | 8,254 | $ | 11,447 | $ | 39,636 | $ | 16,239 | ||||||||
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| Adjusted EBITDA Margin |
13.2 | % | 15.2 | % | 14.1 | % | 8.2 | % | ||||||||
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| (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.
| SSC | SSIA | Sub-total SSC & SSIA |
EMS | Corporate | Total | |||||||||||||||||||
| Q4 | Q4 | Q4 | Q4 | Q4 | Q4 | |||||||||||||||||||
| 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 |
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| Interest expense, Net |
1,850 | (2 | ) | 1,848 | 86 | 2,377 | 4,311 | |||||||||||||||||
| Amortization of note discounts and deferred financing costs |
— | — | — | — | 727 | 727 | ||||||||||||||||||
| Depreciation & amortization |
4,011 | 134 | 4,145 | 820 | 80 | 5,045 | ||||||||||||||||||
| Goodwill impairment |
— | — | — | — | — | — | ||||||||||||||||||
| Income taxes |
(119 | ) | (42 | ) | (161 | ) | 10 | 305 | 154 | |||||||||||||||
| Stock based compensation |
— | — | — | — | 290 | 290 | ||||||||||||||||||
| Restructuring |
880 | 634 | 1,514 | 1,749 | 74 | 3,337 | ||||||||||||||||||
| Acquisition related charges |
8 | — | 8 | — | 576 | 584 | ||||||||||||||||||
| C-MAC pro-forma adjustments |
924 | — | 924 | — | — | 924 | ||||||||||||||||||
| Other adjustments (A) |
3,313 | — | 3,313 | 373 | 1,198 | 4,884 | ||||||||||||||||||
| Foreign exchange loss |
— | — | — | — | 301 | 301 | ||||||||||||||||||
| Net corporate costs (B) |
(950 | ) | (66 | ) | (1,016 | ) | (208 | ) | 1,224 | — | ||||||||||||||
| Add-Back Total |
9,917 | 658 | 10,575 | 2,830 | 7,152 | 20,557 | ||||||||||||||||||
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| Adjusted EBITDA |
$ | 7,918 | $ | 412 | $ | 8,330 | $ | (76 | ) | $ | — | $ | 8,254 | |||||||||||
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| Adjusted EBITDA Margin |
16.3 | % | 12.2 | % | 16.0 | % | -0.7 | % | 13.2 | % | ||||||||||||||
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| (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.
| SSC | SSIA | Sub-total SSC & SSIA |
EMS | Corporate | Total | |||||||||||||||||||
| Q4 | Q4 | Q4 | Q4 | Q4 | Q4 | |||||||||||||||||||
| Revenue |
$ | 45,651 | $ | 6,456 | $ | 52,107 | $ | 22,975 | $ | — | $ | 75,082 | ||||||||||||
| Net Income (loss) |
1,617 | 658 | 2,275 | 340 | (5,103 | ) | (2,488 | ) | ||||||||||||||||
| Adjustments |
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| Interest expense, Net |
— | 9 | 9 | — | 3,319 | 3,328 | ||||||||||||||||||
| Amortization of note discounts and deferred financing costs |
— | — | — | — | 524 | 524 | ||||||||||||||||||
| Depreciation & amortization |
2,832 | 84 | 2,916 | 1,120 | 20 | 4,056 | ||||||||||||||||||
| Goodwill impairment |
— | — | — | — | — | — | ||||||||||||||||||
| Income taxes |
2,578 | 225 | 2,803 | 3 | 31 | 2,837 | ||||||||||||||||||
| Stock based compensation |
— | — | — | — | 128 | 128 | ||||||||||||||||||
| Restructuring |
554 | 442 | 996 | 564 | 90 | 1,650 | ||||||||||||||||||
| Acquisition related charges |
150 | — | 150 | — | 488 | 638 | ||||||||||||||||||
| Spectrum fair value adjustments |
732 | — | 732 | — | — | 732 | ||||||||||||||||||
| Foreign exchange loss |
32 | 18 | 50 | — | (8 | ) | 42 | |||||||||||||||||
| Net corporate costs (A) |
(311 | ) | (44 | ) | (355 | ) | (156 | ) | 511 | — | ||||||||||||||
| Add-Back Total |
6,567 | 734 | 7,301 | 1,531 | 5,103 | 13,935 | ||||||||||||||||||
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| Adjusted EBITDA |
$ | 8,184 | $ | 1,392 | $ | 9,576 | $ | 1,871 | $ | — | $ | 11,447 | ||||||||||||
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| Adjusted EBITDA Margin |
17.9 | % | 21.6 | % | 18.4 | % | 8.1 | % | 15.2 | % | ||||||||||||||
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| (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 Ended | Three Months Ended | Three Months Ended | ||||||||||
| November 30, 2012 | August 31, 2011 | November 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 | % | ||||||