Exhibit 99.1
API Technologies Reports Results for the Fiscal Second Quarter
Ended May 31, 2012
ORLANDO, FL – July 11, 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 second quarter ended May 31, 2012.
| | • | | Revenue of $78.9 million for the quarter ended May 31, 2012, up from $70.7 million in the quarter ended February 29, 2012 and $28.7 million in the quarter ended May 31, 2011. |
| | • | | Net loss of $109.5 million compared to net income of $0.8 million in the quarter ended February 29, 2012 and net loss of $14.7 million in the comparable quarter of 2011. Restructuring costs recorded in the three months ended May 31, 2012 were approximately $11.5 million compared to approximately $3.3 million in the comparable period of 2011. A Goodwill impairment charge estimated at $87 million was recorded during the quarter ended May 31, 2012. |
| | • | | Adjusted EBITDA of $11.2 million (14.2% margin) for the quarter ended May 31, 2012 compared to $10.8 million (15.3% margin) for quarter ended February 29, 2012 and an Adjusted EBITDA loss of $3.4 million (-11.8% margin) in the comparable prior-year period. |
| | • | | Excluding the EMS business, Adjusted EBITDA margin was 21.7%. |
| | • | | Announced and initiated EMS business restructuring measures to accelerate drive toward Company-wide goal of 20% Adjusted EBITDA margin. |
| | • | | Completed integration of C-MAC Aerospace Limited and RTI Electronics, both acquired during the quarter ended May 31, 2012. |
| | • | | Implemented $4.6 million of annualized net cost reductions during the quarter ended May 31, 2012. |
Results for the Quarter Ended May 31, 2012
API Technologies reported revenue of $78.9 million for the quarter ended May 31, 2012 compared to $28.7 million for the same period in the prior year, primarily due to acquisitions completed in the past twelve months. Gross margin was 13.2% for the quarter ended May 31, 2012 compared to 24.9% for the quarter ended February 29, 2012, adversely affected by the EMS business and associated restructuring costs, and versus 7.5% in the comparable quarter last year. Adjusted EBITDA for the quarter ended May 31, 2012 was $11.2 million (14.2% margin) compared to $10.8 million (15.3% margin) for the quarter ended February 29, 2012, primarily reflecting lower margins in the EMS business. Excluding the Company’s EMS business, API Technologies’ Adjusted EBITDA for the quarter ended May 31, 2012 was $13.3 million (21.7% margin). For the three months ended May 31, 2011, the Company had a total Adjusted EBITDA loss of $3.4 million (-11.8% margin).
API Technologies posted a net loss of $109.5 million for the quarter ended May 31, 2012 compared to net income of $0.8 million in the February quarter and a net loss of $14.7 million for the period ended May 31, 2011. Restructuring costs recorded in the quarter ended May 31, 2012 were approximately $11.5 million, compared to $0.6 million in the quarter ended February 29, 2012 and approximately $3.3 million in the comparable period of 2011. During the quarter ended May 31, 2012, the Company determined that impairment of Goodwill was probable and thus recorded an estimated $87 million write-down. During the quarter ending August 31, 2012, the Goodwill analysis will be completed and possible adjustments to the impairment charge may be recorded.
At the end of the May 31, 2012 quarter, the Company had $18.0 million of cash and cash equivalents, including $0.7 million of restricted cash, and $186.1 million of debt obligations, net of discounts.
Results for the Six Months Ended May 31, 2012
API Technologies reported revenue of $149.6 million for the six months ended May 31, 2012 compared to $53.3 million for the same period in the prior-year period, primarily due to acquisitions completed in the past twelve months. Gross margin was 18.7% for the six-month period ended May 31, 2012, versus 12.8% in the comparable period last year. Adjusted EBITDA was $22.0 million for the six months compared to negative $3.4 million in 2011.
API Technologies posted a net loss of $109.5 million for the six months ended May 31, 2012 compared to a net loss of $25.2 million for the six months ended May 31, 2011. The increase in net loss was driven primarily by the $87 million estimated Goodwill impairment charge recorded in the quarter ended May 31, 2012. Restructuring costs recorded in the six months ended May 31, 2012 were approximately $12.1 million compared to approximately $3.6 million in the comparable period of 2011.
“During the second quarter we continued our progress towards market leadership in high-reliability electronics,” said Bel Lazar, President and Chief Operating Officer of API Technologies. “In our non-EMS businesses we saw organic revenue growth – both year-over-year and sequentially from the first quarter – and from an overall Company standpoint strengthened our position in the defense and commercial markets through our acquisition of C-MAC. The increased demand for electronic content, coupled with our differentiated product and solutions portfolio, offers a solid growth platform for API.
“To support our strategic initiatives, we also took specific measures this quarter to improve the financial performance of our EMS business – reflecting our continued focus on driving operational and organizational efficiencies. This commitment to increase margins, combined with our leadership in high reliability electronics, end market diversity, and numerous cross-selling opportunities, we are well positioned to deliver solid returns for our shareholders.”
Conference Call
API Technologies will host a conference call to review the Company’s fiscal second quarter results today, July 11, at 10:00 a.m. Eastern Time. Brian Kahn, Chairman and Chief Executive Officer, Bel Lazar, President and Chief Operating Officer, and Phil Rehkemper, 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 #10015225, beginning 2:00 p.m. Eastern Time on today.
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, stock-based compensation expenses, amortization of note discounts and deferred financing costs, goodwill impairment, and certain other adjustments, including non-cash inventory provisions, loss on sale of real estate held for sale, and pro forma adjustments for C-MAC. We are also providing the non-GAAP financial measure Gross Margin excluding restructuring costs in the table below. 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. API is also providing adjusted EBITDA
excluding the EMS businesses because management believes that the nature of the EMS businesses (third party designs versus the proprietary design of the other businesses) that results in lower margins is distinct from the non-EMS businesses, and provides investors with additional information regarding the non-EMS businesses. 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 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. 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 Transition 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
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 Six Months Ended May 31, 2012 and 2011
Consolidated Statement of Operations (unaudited)
in thousands USD
| | | | | | | | | | | | | | | | |
| | | For the Three
Months Ended
May 31,
2012
(Unaudited) | | | For the Three
Months Ended
May 31,
2011
(Unaudited) | | | For the Six
Months Ended
May 31,
2012
(Unaudited) | | | For the Six
Months Ended
May 31,
2011
(Unaudited) | |
Revenue, net | | $ | 78,906 | | | $ | 28,702 | | | $ | 149,623 | | | $ | 53,256 | |
Cost of revenues | | | | | | | | | | | | | | | | |
Cost of revenues | | | 60,919 | | | | 25,320 | | | | 113,690 | | | | 45,141 | |
Restructuring charges | | | 7,588 | | | | 1,216 | | | | 7,893 | | | | 1,309 | |
| | | | | | | | | | | | | | | | |
Total cost of revenues | | | 68,507 | | | | 26,536 | | | | 121,583 | | | | 46,450 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 10,399 | | | | 2,166 | | | | 28,040 | | | | 6,806 | |
| | | | | | | | | | | | | | | | |
Operating expenses | | | | | | | | | | | | | | | | |
General and administrative | | | 6,425 | | | | 8,079 | | | | 12,925 | | | | 11,303 | |
Selling expenses | | | 4,138 | | | | 2,261 | | | | 7,904 | | | | 4,103 | |
Research and development | | | 2,714 | | | | 653 | | | | 5,201 | | | | 1,135 | |
Business acquisition and related charges | | | 2,378 | | | | 6,719 | | | | 2,669 | | | | 12,798 | |
Restructuring charges | | | 3,910 | | | | 2,060 | | | | 4,249 | | | | 2,322 | |
| | | | | | | | | | | | | | | | |
| | | 19,565 | | | | 19,772 | | | | 32,948 | | | | 31,661 | |
| | | | | | | | | | | | | | | | |
Operating loss | | | (9,166 | ) | | | (17,606 | ) | | | (4,908 | ) | | | (24,854 | ) |
Other expenses (income), net | | | | | | | | | | | | | | | | |
Goodwill impairment | | | 87,000 | | | | — | | | | 87,000 | | | | — | |
Interest expense, net | | | 4,534 | | | | 106 | | | | 7,904 | | | | 750 | |
Amortization of note discounts and deferred financing costs | | | 13,494 | | | | — | | | | 14,089 | | | | 2,776 | |
Other expense (income), net | | | (1,986 | ) | | | (373 | ) | | | (1,960 | ) | | | (513 | ) |
| | | | | | | | | | | | | | | | |
| | | 103,042 | | | | (267 | ) | | | 107,033 | | | | 3,013 | |
| | | | | | | | | | | | | | | | |
Loss from continuing operations before income taxes | | | (112,208 | ) | | | (17,339 | ) | | | (111,941 | ) | | | (27,868 | ) |
Expense (benefit) for income taxes | | | (2,701 | ) | | | (2,691 | ) | | | (3,207 | ) | | | (2,691 | ) |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (109,507 | ) | | | (14,648 | ) | | | (108,734 | ) | | | (25,177 | ) |
Loss from discontinued operations, net of income taxes | | | — | | | | (18 | ) | | | — | | | | (36 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (109,507 | ) | | $ | (14,666 | ) | | $ | (108,734 | ) | | $ | (25,212 | ) |
| | | | | | | | | | | | | | | | |
Loss per share from continuing operations—Basic and diluted | | $ | (1.98 | ) | | $ | (0.32 | ) | | $ | (1.97 | ) | | $ | (0.78 | ) |
Loss per share from discontinued operations—Basic and diluted | | $ | 0.00 | | | $ | (0.00 | ) | | $ | 0.00 | | | $ | (0.00 | ) |
| | | | | | | | | | | | | | | | |
Net loss per share—Basic and diluted | | $ | (1.98 | ) | | $ | (0.32 | ) | | $ | (1.97 | ) | | $ | (0.78 | ) |
| | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | | | | | | | | | | | | | | |
Basic | | | 55,329,607 | | | | 46,242,492 | | | | 55,261,526 | | | | 32,505,996 | |
Diluted | | | 55,329,607 | | | | 46,242,492 | | | | 55,261,526 | | | | 32,505,996 | |
Consolidated Balance Sheets (unaudited)
in thousands USD
| | | | | | | | |
| | | May 31,
2012 | | | Nov. 30,
2011 | |
Assets | | | | | | | | |
Current | | | | | | | | |
Cash and cash equivalents | | $ | 17,324 | | | $ | 15,690 | |
Restricted cash | | | 700 | | | | 700 | |
Accounts receivable | | | 50,112 | | | | 52,983 | |
Inventories, net | | | 70,879 | | | | 72,017 | |
Deferred income taxes | | | 7,637 | | | | 4,797 | |
Prepaid expenses and other current assets | | | 2,745 | | | | 1,705 | |
| | | | | | | | |
| | | 149,397 | | | | 147,892 | |
Fixed assets, net | | | 44,196 | | | | 44,149 | |
Fixed assets held for sale | | | 2,681 | | | | 3,216 | |
Goodwill | | | 179,165 | | | | 253,170 | |
Intangible assets, net | | | 54,936 | | | | 50,001 | |
Other non-current assets | | | 10,100 | | | | 8,019 | |
| | | | | | | | |
Total assets | | $ | 440,475 | | | $ | 506,447 | |
| | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | |
Current | | | | | | | | |
Accounts payable and accrued expenses | | $ | 36,940 | | | $ | 46,002 | |
Deferred revenue | | | 924 | | | | 1,892 | |
Current portion of long-term debt | | | 2,466 | | | | 1,917 | |
| | | | | | | | |
| | | 40,330 | | | | 49,811 | |
Deferred income taxes | | | 12,270 | | | | 9,905 | |
Other long-term liabilities | | | 1,161 | | | | — | |
Long-term debt, net of current portion and discount | | | 183,548 | | | | 165,267 | |
| | | | | | | | |
| | | 237,309 | | | | 224,983 | |
| | | | | | | | |
Preferred Stock, net of discounts | | | 26,268 | | | | — | |
Shareholders’ equity | | | | | | | | |
Common stock | | | 55 | | | | 55 | |
Special voting stock | | | — | | | | — | |
Additional paid-in capital | | | 326,242 | | | | 322,675 | |
Common stock subscribed but not issued | | | 2,373 | | | | 2,373 | |
Accumulated deficit | | | (152,544 | ) | | | (43,810 | ) |
Accumulated other comprehensive income | | | 772 | | | | 171 | |
| | | | | | | | |
| | | 176,898 | | | | 281,464 | |
| | | | | | | | |
Total Liabilities and Shareholders’ Equity | | $ | 440,475 | | | $ | 506,447 | |
| | | | | | | | |
Consolidated Adjusted EBITDA
in thousands USD
The following table reconciles three and six months GAAP net loss to non-GAAP Adjusted EBITDA from continuing operations.
| | | | | | | | | | | | | | | | |
| | | Three Months Ended
May 31, | | | Six Months Ended
May 31, | |
| | | 2012 | | | 2011 | | | 2012 | | | 2011 | |
Net income (loss) | | $ | (109,507 | ) | | $ | (14,666 | ) | | $ | (108,734 | ) | | $ | (25,212 | ) |
Adjustments | | | | | | | | | | | | | | | | |
Interest expense, net | | | 4,534 | | | | 106 | | | | 7,904 | | | | 750 | |
Amortization of note discounts and deferred financing costs | | | 13,494 | | | | — | | | | 14,089 | | | | 2,776 | |
Depreciation and amortization | | | 4,900 | | | | 1,394 | | | | 9,096 | | | | 2,117 | |
Goodwill impairment | | | 87,000 | | | | — | | | | 87,000 | | | | — | |
Income taxes | | | (2,701 | ) | | | (2,691 | ) | | | (3,207 | ) | | | (2,691 | ) |
Stock based compensation | | | 635 | | | | 2,454 | | | | 1,493 | | | | 2,727 | |
Restructuring | | | 11,498 | | | | 3,276 | | | | 12,142 | | | | 3,631 | |
Acquisition related charges | | | 2,378 | | | | 6,719 | | | | 2,669 | | | | 12,798 | |
Other adjustments (A) | | | 474 | | | | — | | | | 1,145 | | | | (288 | ) |
SenDEC earn-out reversal | | | (2,213 | ) | | | — | | | | (2,213 | ) | | | — | |
C-MAC pro-forma adjustment | | | 650 | | | | — | | | | 650 | | | | — | |
Foreign exchange (gain) loss | | | 64 | | | | — | | | | — | | | | — | |
Discontinued operations | | | — | | | | 18 | | | | — | | | | 36 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 11,206 | | | $ | (3,390 | ) | | $ | 22,034 | | | $ | (3,356 | ) |
| | | | | | | | | | | | | | | | |
| (A) | Charges in 2012 primarily relate to $1.0 million non-cash inventory provisions and a $0.1 million loss on the sale of real estate held for sale for the three months ended February 29, 2012. Charges in 2011 primarily relate to a gain on the sale of machinery and equipment. |
Additional EBITDA Reconciliations
in thousands USD
The following table reconciles three months GAAP net loss to non-GAAP Adjusted EBITDA for Non-EMS and EMS businesses for the quarter ended May 31, 2012.
| | | | | | | | | | | | | | | | |
| | | Non-EMS | | | EMS | | | Corporate | | | Total | |
| | | Q2 | | | Q2 | | | Q2 | | | Q2 | |
Revenue | | $ | 61,015 | | | $ | 17,891 | | | $ | — | | | $ | 78,906 | |
| | | | |
Net Income loss | | | 8,046 | | | | (100,327 | ) | | | (17,226 | ) | | | (109,507 | ) |
Adjustments | | | — | | | | — | | | | — | | | | | |
Interest expense, Net | | | 20 | | | | (1 | ) | | | 4,515 | | | | 4,534 | |
Amortization of note discounts and deferred financing costs | | | — | | | | — | | | | 13,494 | | | | 13,494 | |
Depreciation & amortization | | | 3,879 | | | | 970 | | | | 50 | | | | 4,900 | |
Goodwill impairment | | | (0 | ) | | | 87,000 | | | | — | | | | 87,000 | |
Income taxes | | | 134 | | | | 1 | | | | (2,836 | ) | | | (2,701 | ) |
Stock based compensation | | | — | | | | — | | | | 635 | | | | 635 | |
Restructuring | | | 786 | | | | 10,639 | | | | 73 | | | | 11,498 | |
Acquisition related charges | | | 453 | | | | — | | | | 1,925 | | | | 2,378 | |
Other adjustments (A) | | | 1,125 | | | | — | | | | (2,213 | ) | | | (1,089 | ) |
Foreign exchange loss | | | (8 | ) | | | — | | | | 72 | | | | 64 | |
Net corporate costs (B) | | | (1,169 | ) | | | (343 | ) | | | 1,511 | | | | — | |
Add-Back Total | | | 5,221 | | | | 98,266 | | | | 17,226 | | | | 120,713 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 13,267 | | | $ | (2,061 | ) | | $ | (0 | ) | | $ | 11,206 | |
| | | | | | | | | | | | | | | | |
Adjusted EBITDA Margin | | | 21.7 | % | | | -11.5 | % | | | | | | | 14.2 | % |
| | | | | | | | | | | | | | | | |
| (A) | Charges in 2012 primarily relate to $1.0 million non-cash inventory provisions and a $0.1 million loss on the sale of real estate held for sale for the three months ended February 29, 2012. Charges in 2011 primarily relate to a gain on the sale of machinery and equipment. |
| (B) | Net Corporate costs are allocated to EMS and Non-EMS product lines by percentage of total consolidated revenues. |
Gross Margin without Restructuring Charges
in thousands USD
| | | | | | | | | | | | |
| | | Three Months Ended | | | Three Months Ended | | | Three Months Ended | |
| | | May 31, 2012 | | | February 29, 2012 | | | May 31, 2011 | |
Revenue | | $ | 78,906 | | | $ | 70,717 | | | $ | 28,702 | |
Gross Margin | | $ | 10,399 | | | $ | 17,641 | | | $ | 2,166 | |
Restructuring | | $ | 7,588 | | | $ | 305 | | | $ | 1,216 | |
Gross profit without restructuring | | $ | 17,987 | | | $ | 17,946 | | | $ | 3,382 | |
Gross margin % without restructuring | | | 22.8 | % | | | 25.4 | % | | | 11.8 | % |
