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| 8-K - FORM 8-K - API Technologies Corp. | d56959d8k.htm |
Exhibit 99.1
API Technologies Reports Results for the Fiscal Second Quarter Ended May 31, 2015
ORLANDO, Fla.– (PR Newswire) – July 7, 2015 - 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 second quarter ended May 31, 2015.
Results for the Quarter Ended May 31, 2015
API Technologies reported fiscal second quarter revenue of $52.3 million.
For the fiscal second quarter of 2015, GAAP gross margin as a percentage of sales was 21.0%; non-GAAP gross margin was 22.2%.
The Company posted a net loss of $4.3 million for the fiscal second quarter. Adjusted EBITDA for the fiscal second quarter of 2015 was $3.9 million, or 7.4% of revenue.
Results for the Six Months Ended May 31, 2015
API Technologies reported revenue of $103.1 million for the six months ended May 31, 2015. GAAP gross margin was 23.2% for the six-month period ended May 31, 2015. Non-GAAP gross margin was 24.4% for the same period.
The Company posted a net loss of $6.5 million for the six months ended May 31, 2015. Adjusted EBITDA for the six months ended May 31, 2015 was $9.9 million, or 9.6% of revenue.
Recent Developments
| • | On June 8, 2015, API announced the successful completion of its acquisitions of Aeroflex / Inmet, Inc. (“Inmet”) and Aeroflex / Weinschel, Inc. (“Weinschel”) from Cobham plc. The transaction adds breadth to API’s RF, microwave, and microelectronics product portfolio, extends the Company’s subsystems offering, and furthers API’s reach in key end markets, including defense, space, commercial aviation, and wireless. For the twelve months ended March 31, 2015, combined revenue for Inmet and Weinschel was approximately $47.5 million and combined EBITDA was approximately $11.2 million, representing a margin of 23.6%. |
| • | Don Barnas was named the Company’s new Vice President of Worldwide Sales, effective June 8, 2015. Mr. Barnas joins API with nearly 30 years of sales and business development leadership in RF, microwave and microelectronics; he most recently served as Vice President of Sales – Americas, for Richardson, RFPD, an Arrow Company. |
| • | Domingo Isasi was appointed to the newly created role of Vice President of Continuous Improvement for API, effective June 29, 2015. Reporting to API’s President and Chief Executive Officer, Mr. Isasi will lead worldwide continuous improvement efforts related to delivery, quality, and reliability excellence, as well as drive cost-efficiency initiatives. |
Conference Call
API Technologies will host a conference call to review the Company’s fiscal second quarter results today, July 7, at 4:45 p.m. Eastern Time. Robert Tavares, 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, on the Company’s website for 30 days, and by telephone at 1-877-344-7529 or 1-412-317-0088, replay passcode #10068068, beginning 6 p.m. Eastern Time on July 7, 2015 for 30 days.
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, 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 at the Company level and segment level and non-GAAP gross margin. Also provided is combined EBITDA for Inmet and Weinschel. Non-GAAP gross margin excludes restructuring charges and certain other adjustments described in the reconciliation table and non-GAAP Adjusted EBITDA (earnings 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. The EBITDA for the Inmet and Weinschel transactions is earnings before interest, taxes, depreciation and amortization. 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
Consolidated Statements of Operations (unaudited)
in thousands USD
| For the Three months ended May 31, 2015 |
For the Three months ended May 31, 2014 |
For the Six months ended May 31, 2015 |
For the Six months ended May 31, 2014 |
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| Revenue, net |
$ | 52,281 | $ | 53,169 | $ | 103,131 | $ | 112,086 | ||||||||
| Cost of revenues |
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| Cost of revenues |
41,252 | 42,478 | 79,111 | 87,751 | ||||||||||||
| Restructuring charges |
67 | 281 | 109 | 580 | ||||||||||||
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| Total cost of revenues |
41,319 | 42,759 | 79,220 | 88,331 | ||||||||||||
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| Gross profit |
10,962 | 10,410 | 23,911 | 23,755 | ||||||||||||
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| Operating expenses |
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| General and administrative |
5,575 | 5,820 | 10,854 | 11,539 | ||||||||||||
| Selling expenses |
3,383 | 3,536 | 7,038 | 7,294 | ||||||||||||
| Research and development |
2,181 | 2,161 | 4,181 | 4,234 | ||||||||||||
| Business acquisition and related charges |
328 | 75 | 390 | 185 | ||||||||||||
| Restructuring charges |
840 | 748 | 1,670 | 866 | ||||||||||||
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| 12,307 | 12,340 | 24,133 | 24,118 | |||||||||||||
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| Operating loss |
(1,345 | ) | (1,930 | ) | (222 | ) | (363 | ) | ||||||||
| Other expenses (income), net |
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| Interest expense, net |
3,092 | 2,887 | 6,219 | 5,297 | ||||||||||||
| Amortization of note discounts and deferred financing costs |
23 | 10,228 | 46 | 10,893 | ||||||||||||
| Other expenses (income), net |
(423 | ) | (223 | ) | (543 | ) | (113 | ) | ||||||||
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| 2,692 | 12,892 | 5,722 | 16,077 | |||||||||||||
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| Loss before income taxes |
(4,037 | ) | (14,822 | ) | (5,944 | ) | (16,440 | ) | ||||||||
| Expense for income taxes |
255 | 162 | 527 | 668 | ||||||||||||
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| Net loss |
$ | (4,292 | ) | $ | (14,984 | ) | $ | (6,471 | ) | $ | (17,108 | ) | ||||
| Accretion on preferred stock |
— | — | — | (393 | ) | |||||||||||
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| Net loss attributable to common shareholders |
$ | (4,292 | ) | $ | (14,984 | ) | $ | (6,471 | ) | $ | (17,501 | ) | ||||
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| Net loss per share—Basic and diluted |
$ | (0.08 | ) | $ | (0.27 | ) | $ | (0.12 | ) | $ | (0.32 | ) | ||||
| Weighted average shares outstanding |
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| Basic |
55,472,798 | 55,446,463 | 55,466,944 | 55,436,440 | ||||||||||||
| Diluted |
55,472,798 | 55,446,463 | 55,466,944 | 55,436,440 | ||||||||||||
Consolidated Balance Sheets (unaudited)
in thousands USD
| May 31, 2015 |
November 30, 2014 |
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| Assets |
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| Current |
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| Cash and cash equivalents |
$ | 5,420 | $ | 8,258 | ||||
| Accounts receivable, net |
35,822 | 38,657 | ||||||
| Inventories, net |
61,285 | 54,718 | ||||||
| Deferred income taxes |
475 | 561 | ||||||
| Prepaid expenses and other current assets |
1,814 | 1,592 | ||||||
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| 104,816 | 103,786 | |||||||
| Fixed assets, net |
28,283 | 30, 574 | ||||||
| Goodwill |
116,770 | 116,770 | ||||||
| Intangible assets, net |
26,630 | 29,848 | ||||||
| Other non-current assets |
1,945 | 1,862 | ||||||
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| Total assets |
$ | 278,444 | $ | 282,840 | ||||
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| Liabilities and Shareholders’ Equity |
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| Current |
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| Accounts payable and accrued expenses |
$ | 34,844 | $ | 27,907 | ||||
| Deferred revenue |
2,344 | 2,279 | ||||||
| Current portion of long-term debt |
11,737 | 10,097 | ||||||
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| 48,925 | 40,283 | |||||||
| Deferred income taxes |
4,893 | 4,575 | ||||||
| Other long-term liabilities |
1,551 | 1,216 | ||||||
| Long-term debt, net of current portion |
111,523 | 118,214 | ||||||
| Deferred gain |
7,490 | 7,788 | ||||||
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| 174,382 | 172,076 | |||||||
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| Commitments and contingencies |
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| Shareholders’ equity |
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| Common stock |
55 | 55 | ||||||
| Special voting stock |
— | — | ||||||
| Additional paid-in capital |
328,099 | 327,846 | ||||||
| Common stock subscribed but not issued |
2,373 | 2,373 | ||||||
| Accumulated deficit |
(226,576 | ) | (220,105 | ) | ||||
| Accumulated other comprehensive income |
111 | 595 | ||||||
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| 104,062 | 110,764 | |||||||
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| Total Liabilities and Shareholders’ Equity |
$ | 278,444 | $ | 282,840 | ||||
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Consolidated Adjusted EBITDA
in thousands USD
The following table reconciles three months GAAP net loss to non-GAAP Adjusted EBITDA and Adjusted EBITDA less corporate overhead.
| Three (3) months ended May 31, 2015 |
Six (6) months ended May 31, 2015 |
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| Net loss |
$ | (4,292 | ) | $ | (6,471 | ) | ||
| Adjustments |
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| Interest expense, net |
3,092 | 6,219 | ||||||
| Amortization of note discounts and deferred financing costs |
23 | 46 | ||||||
| Depreciation and amortization |
3,013 | 6,472 | ||||||
| Income taxes |
255 | 527 | ||||||
| Restructuring charges |
907 | 1,779 | ||||||
| Acquisition related charges |
328 | 390 | ||||||
| Other adjustments (A) |
526 | 937 | ||||||
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| Total Adjusted EBITDA |
$ | 3,852 | $ | 9,899 | ||||
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| Total Adjusted EBITDA percentage |
7.4 | % | 9.6 | % | ||||
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| Corporate overhead |
$ | 1,439 | $ | 2,855 | ||||
| Adjusted EBITDA before corporate overhead |
$ | 5,291 | $ | 12,754 | ||||
| Adjusted EBITDA before corporate overhead % |
10.1 | % | 12.4 | % | ||||
| (A) | Other adjustments primarily include non-cash inventory provisions, stock based compensation, franchise taxes, financing related costs, lease payments for the State College, Pennsylvania facility and foreign exchange losses. |
Additional Adjusted EBITDA Reconciliations by Segment in thousands USD
| Three Months Ending May 31, 2015 | SSC | SSIA | EMS | Corporate | Total | |||||||||||||||
| Q2 | Q2 | Q2 | Q2 | Q2 | ||||||||||||||||
| Revenue |
$ | 37,217 | $ | 5,285 | $ | 9,779 | $ | — | $ | 52,281 | ||||||||||
| Net loss |
(4,292 | ) | ||||||||||||||||||
| Adjustments |
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| Interest expense, net |
3,092 | |||||||||||||||||||
| Amortization of note discounts and deferred financing costs |
23 | |||||||||||||||||||
| Depreciation and amortization |
3,013 | |||||||||||||||||||
| Income taxes |
255 | |||||||||||||||||||
| Restructuring charges |
907 | |||||||||||||||||||
| Acquisition related charges |
328 | |||||||||||||||||||
| Other adjustments (A) |
526 | |||||||||||||||||||
| Add-Back Total |
8,144 | |||||||||||||||||||
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| Adjusted EBITDA |
$ | 3,497 | $ | 597 | $ | (242 | ) | $ | — | $ | 3,852 | |||||||||
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| Adjusted EBITDA Margin % |
9.4 | % | 11.3 | % | -2.5 | % | 0.0 | % | 7.4 | % | ||||||||||
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| (A) | Other adjustments primarily include non-cash inventory provisions, stock based compensation, franchise taxes, financing related costs, lease payments for the State College, Pennsylvania facility and foreign exchange losses. |
Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin
$ amounts in thousands USD
| Three Months Ended May 31, 2015 |
Six Months Ended May 31, 2015 |
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| Revenue |
$ | 52,281 | $ | 103,131 | ||||
| Gross Profit |
10,962 | 23,911 | ||||||
| GAAP Gross Margin % |
21.0 | % | 23.2 | % | ||||
| Restructuring and other adjustments (A) |
657 | 1,230 | ||||||
| Adjusted Gross profit |
11,619 | 25,141 | ||||||
| Adjusted Gross margin % |
22.2 | % | 24.4 | % | ||||
| (A) | Other adjustments primarily include inventory provisions. |
Financial Results of Inmet and Weinschel Combined
$ amounts in thousands USD
Unaudited
| Twelve Months Ended March 31, 2015 |
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| Revenue |
$ | 47,481 | ||
| Gross Profit |
21,068 | |||
| GAAP Gross Margin % |
44.4 | % | ||
| Operating Income |
10,375 | |||
| EBIT |
10,375 | |||
| Net income |
10,375 | |||
| EBITDA |
11,197 | |||
| EBITDA % |
23.6 | % | ||
Consolidated EBITDA of Inmet and Weinschel Combined
in thousands USD
Unaudited
The following table reconciles twelve months GAAP net income to non-GAAP EBITDA.
| Twelve months ended March 31, 2015 |
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| Revenue |
$ | 47,481 | ||
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| Net income |
10,375 | |||
| Add: |
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| Interest and taxes |
0 | |||
| Depreciation and amortization |
822 | |||
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| Total EBITDA |
$ | 11,197 | ||
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| Total EBITDA percentage |
23.6 | % | ||
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