API Technologies (ATNY) 8-K API Technologies Reports Results for the Fiscal First Quarter

Exhibit 99.1

API Technologies Reports Results for the Fiscal First Quarter

Ended February 28, 2013

ORLANDO, FL – (Business Wire) – April 9, 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 first quarter ended February 28, 2013.

• Revenue of $67.2 million, up 7.0% sequentially over prior fiscal quarter

• GAAP Gross Margin of 22.4%

• Quarterly gross margin improvement across all three business segments

“Our quarter-over-quarter revenue growth and the gross margin improvement across all of our segments is a reflection of our differentiated product portfolio and the team’s demonstrated commitment to operational efficiency,” said Bel Lazar, President and Chief Executive Officer of API Technologies Corp. “The development and launch of new products has positively contributed to our strong backlog and sales funnel, which positions us well for top line growth in fiscal year 2013.”

Results for the Quarter Ended February 28, 2013

API Technologies reported revenue of $67.2 million for the quarter ended February 28, 2013, compared to $62.7 million in the quarter ended November 30, 2012 and $70.7 million in the quarter ended February 29, 2012.

Gross profit, as a percent of sales, was 22.4% for the quarter ended February 28, 2013, versus 20.2% for the quarter ended November 30, 2012, and 24.9% for quarter ended February 29, 2012. Excluding restructuring costs, gross margin was 22.5% in the quarter ended February 28, 2013, compared to 21.4% in the quarter ended November 30, 2012, versus 25.4% for the quarter ended February 29, 2012. Adjusted EBITDA for the quarter ended February 28, 2013 was $7.6 million (11.4% margin), versus $8.3 million (13.2% margin) for the quarter ended November 30, 2012, compared to $10.8 million (15.3% margin) for the quarter ended February 29, 2012.

API Technologies posted a net loss of $14.4 million for the quarter ended February 28, 2013, compared to $12.3 million net loss for the quarter ended November 30, 2012, versus net income of $0.8 million for the quarter ended February 29, 2012. Restructuring costs recorded in the quarter ended February 28, 2013 were approximately $0.3 million, compared to $3.3 million in the quarter ended November 30, 2012, versus $0.6 million in the comparable period in 2012. At the end of the quarter, the Company had $10.1 million in cash and cash equivalents and $186.0 million in debt obligations, net of discounts.

Conference Call

API Technologies will host a conference call to review the Company’s fiscal firstquarter results tomorrow, April 10, 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 will be 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 #10026550, beginning 2:00 p.m. Eastern Time on April 10, 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 and divestiture related charges, a C-MAC pro forma adjustments, foreign exchange gains and losses, 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

Tara Condon

VP, Corporate Marketing & Investor Relations

+1 908-546-3903

investors@apitech.com

API Technologies Corp.

Financial Results

For the Three and Twelve Months Ended February 28, 2013

Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited)

in Thousands USD (except per share data)

	For the Three Months Ended Feb. 28, 2013			For the Three Months Ended Feb. 29, 2012
Revenue, net	$	67,158		$	70,717
Cost of revenues
Cost of revenues		52,031			52,771
Restructuring charges		103			305
Total cost of revenues		52,134			53,076
Gross profit		15,024			17,641
Operating expenses
General and administrative		6,992			6,500
Selling expenses		4,019			3,766
Research and development		2,428			2,488
Business acquisition and related charges		468			290
Restructuring charges		242			339
		14,149			13,383
Operating income		875			4,258
Other expenses (income), net
Interest expense, net		4,343			3,370
Amortization of note discounts and deferred financing costs		10,753			595
Other expense (income), net		(798	)		26
		14,298			3,991
Income (loss) from continuing operations before income taxes		(13,423	)		267
Expense (benefit) for income taxes		1,001			(506	)
Net income (loss)	$	(14,424	)	$	773
Unrealized foreign currency translation adjustment		(1,418	)		62
Other comprehensive income (loss)		(1,418	)		62
Comprehensive income (loss)	$	(15,842	)	$	835
Net income (loss) per share—Basic and diluted	$	(0.26	)	$	0.01
Weighted average shares outstanding
Basic		55,369,100			55,192,697
Diluted		55,369,100			55,395,557

Consolidated Balance Sheets (unaudited)

in thousands USD

	February 28, 2013			November 30, 2012
Assets
Current
Cash and cash equivalents	$	10,064		$	20,535
Restricted cash		—			700
Accounts receivable		49,202			45,229
Inventories, net		71,012			67,962
Deferred income taxes		1,039			1,101
Prepaid expenses and other current assets		2,737			2,644
		134,054			138,171
Fixed assets, net		39,647			41,792
Fixed assets held for sale		900			900
Goodwill		156,002			156,002
Intangible assets, net		47,646			50,090
Other non-current assets		3,451			5,760
Total assets	$	381,700		$	392,715
Liabilities, Redeemable Preferred Stock and Shareholders’ Equity
Current
Accounts payable and accrued expenses	$	41,421		$	41,487
Deferred revenue		492			385
Current portion of long-term debt		9,585			2,328
		51,498			44,200
Deferred income taxes		4,074			3,410
Other long-term liabilities		998			1,048
Long-term debt, net of current portion and discount		176,375			179,503
		232,945			228,161
Redeemable Preferred Stock		25,234			25,581
Shareholders’ equity
Common stock		55			55
Special voting stock		—			—
Additional paid-in capital		327,363			326,973
Common stock subscribed but not issued		2,373			2,373
Accumulated deficit		(206,937	)		(192,513	)
Accumulated other comprehensive income		667			2,085
		123,521			138,973
Total Liabilities, Redeemable Preferred Stock and Shareholders’ Equity	$	381,700		$	392,715

Consolidated Adjusted EBITDA

in thousands USD

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

	Three Months Ended
	February 28, 2013			February 29, 2012
Net Income (loss)	$	(14,424	)	$	773
Adjustments
Interest expense, net		4,343			3,370
Amortization of note discounts and deferred financing costs		10,753			595
Depreciation and amortization		4,622			4,196
Income taxes		1,001			(506	)
Stock based compensation		390			858
Restructuring		345			644
Acquisition related charges		468			290
Other adjustments (A)		131			673
Foreign exchange gain		—			(65	)
Adjusted EBITDA	$	7,629		$	10,828

(A) Charges in 2013 were related to inventory obsolescence provisions, partially offset by the reduction of the contingency accrual. 2012 primarily related to non-cash inventory provisions and a loss on the sale of real estate held for sale.

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 February 28, 2013.

	SSC			SSIA			Sub-total SSC & SSIA			EMS			Corporate			Total
Q1 2013	Q1			Q1			Q1			Q1			Q1			Q1
Revenue	$	48,448		$	3,842		$	52,290		$	14,868		$	—		$	67,158
Net Income (loss)		3,197			713			3,910			(934	)		(17,400	)		(14,424	)
Adjustments
Interest expense, Net		656			(2	)		654			36			3,653			4,343
Amortization of note discounts and deferred financing costs		—			—			—			—			10,753			10,753
Depreciation and amortization		3,214			98			3,312			1,227			83			4,622
Income taxes		(80	)		58			(22	)		—			1,023			1,001
Stock based compensation		—			—			—			—			390			390
Restructuring		238			43			281			26			38			345
Acquisition related charges		49			—			49			6			413			468
Other adjustments (A)		455			—			455			215			(539	)		131
Net corporate costs (B)		(1,145	)		(91	)		(1,236	)		(350	)		1,586			—
Add-Back Total		3,387			106			3,494			1,160			17,400			22,053
Adjusted EBITDA	$	6,584		$	819		$	7,403		$	226		$	—		$	7,629
Adjusted EBITDA Margin		13.6	%		21.3	%		14.2	%		1.5	%					11.4	%

(A) Charges primarily related to inventory obsolescence provisions, offset by the reduction of the contingency accrual.

(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, 2012.

Q4 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
Interest expense, Net		1,850			(2	)		1,848			86			2,377			4,311
Amortization of note discounts and deferred financing costs		—			—			—			—			727			727
Depreciation and amortization		4,011			134			4,145			820			80			5,045
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
Adjusted EBITDA	$	7,918		$	412		$	8,330		$	(76	)	$	—		$	8,254
Adjusted EBITDA Margin		16.3	%		12.2	%		16.0	%		-0.7	%					13.2	%

(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 February 29, 2012.

Q1 2012	SSC			SSIA			Sub-total SSC & SSIA			EMS			Corporate			Total
	Q1			Q1			Q1			Q1			Q1			Q1
Revenue	$	44,951		$	6,436		$	51,387		$	19,330		$	—		$	70,717
Net Income (loss)		4,823			1,562			6,385			237			(5,849	)		773
Adjustments
Interest expense, Net		—			3			3			—			3,367			3,370
Amortization of note discounts and deferred financing costs		—			—			—			—			595			595
Depreciation and amortization		2,958			91			3,049			1,111			36			4,196
Income taxes		(542	)		—			(542	)		—			36			(506	)
Stock based compensation		—			—			—			—			858			858
Restructuring		260			1			261			348			35			644
Acquisition related charges		—			—			—			—			290			290
C-MAC pro-forma adjustments		—			—			—			—			—			—
Other adjustments (A)		667			—			667			6			—			673
Foreign exchange (gain) loss		(15	)		22			7			—			(72	)		(65	)
Net corporate costs (B)		(449	)		(64	)		(513	)		(193	)		706			—
Add-Back Total		2,879			53			2,932			1,272			5,851			10,055
Adjusted EBITDA	$	7,702		$	1,615		$	9,317		$	1,509		$	2		$	10,828
Adjusted EBITDA Margin		17.1	%		25.1	%		18.1	%		7.8	%					15.3	%

(A) Charges relate to non-cash inventory provisions and a loss on the sale of real estate held for sale.

(B) 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 February 28, 2013			Three Months Ended November 30, 2012			Three Months Ended February 29, 2012
Revenue	$	67,158		$	62,749		$	70,717
Gross Profit	$	14,994		$	12,699		$	17,641
Restructuring	$	103		$	706		$	305
Gross profit without restructuring	$	15,097		$	13,405		$	17,946
Gross margin % without restructuring		22.5	%		21.4	%		25.4	%