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

Exhibit 99.1

API Technologies Reports Results for the Fiscal Second Quarter

Ended May 31, 2013

• Revenue of $68.1 million, up 11.6% sequentially over prior fiscal quarter

• Book-to-Bill ratio of 1.1

• Term debt repayment of $75.9 million as of July 10, 2013

• Net income of $7.5 million

ORLANDO, FL – (Business Wire) – July 10, 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 second quarter ended May 31, 2013. Results for continuing operations for the second quarter and comparable historical periods do not include the Sensors business, which was sold on April 17, 2013. Sensors business results are reported under discontinued operations.

“This quarter we delivered growth in revenue, bookings, and profitability. At the same time, we drove two divestitures that were part of the previously announced and on-going strategic review, which primarily contributed to the reduction of our term debt by $75.9 million,” said Bel Lazar, President and Chief Executive Officer of API Technologies Corp. “Through a combined emphasis on top line growth, new product introductions, and operational efficiencies, we are successfully executing on our strategy to deliver short and long-term value to our customers and shareholders alike.”

Results for the Quarter Ended May 31, 2013

API Technologies reported revenue of $68.1 million for the quarter ended May 31, 2013, compared to $61.0 million for the quarter ended February 28, 2013 and $72.2 million for the quarter ended May 31, 2012.

Gross profit, as a percent of sales, was 23.3% for the quarter ended May 31, 2013, compared to 22.2% for the quarter ended February 28, 2013, versus 11.5% for the quarter ended May 31, 2012. Adjusted EBITDA from continuing operations for the quarter ended May 31, 2013 was $8.7 million (12.8% margin), versus $6.5 million (10.6% margin) for the quarter ended February 28, 2013, compared to $9.6 million (13.3% margin) in the quarter ended May 31, 2012.

API Technologies posted a net income of $7.5 million in the quarter ended May 31, 2013, versus a net loss of $14.4 million for the quarter ended February 28, 2013 and a net loss of $109.5 million for the quarter ended May 31, 2012. The quarter-over-quarter net income gain is largely due to a $12.0 million gain on the sale of the Sensors business, partially offset by tax expense; a $10.2 million reduction in expenses associated with the amortization of note discounts and deferred financing costs; and higher revenue in the quarter-ended May 31, 2013. The year-over-year net income gain is attributable to the write-down of $87.0 million of Goodwill related to the Company’s EMS segment and the write-down of approximately $12.6 million of discounts related to the Note that converted to shares of Series A Preferred Stock during the quarter ended May 31, 2012. At the end of the quarter, the Company had $10.2 million in cash and cash equivalents, including $1.5 million in restricted cash, and $137.7 million in debt obligations, net of discounts. During the fiscal second quarter, the Company paid down $47.1 million of term debt, primarily from the sale of the Sensors business.

Results for the Six Months Ended May 31, 2013

API Technologies reported revenue of $129.1 million for the six months ended May 31, 2013, compared to $136.5 million in the prior-year period. Gross margin was 22.7% for the six-month period ended May 31, 2013, compared to 17.4% for the six-month period ended May 31, 2012.

API Technologies posted a net loss of $7.0 million for the six months ended May 31, 2013 versus a $108.7 net loss for the six months ended May 31, 2012. Restructuring costs recorded in the six months ended May 31, 2013 were approximately $0.7 million compared to approximately $12.1 million in the comparable period of 2012.

Subsequent Events

On July 5, 2013, the Company divested its Data Bus product line for $32.5 million. Cash proceeds of $28.8 million from the Data Bus transaction were used for additional term loan repayment.

From the beginning of the fiscal second quarter through July 10, 2013, total term debt repayment was $75.9 million, which included the fiscal second quarter repayment of $47.1 million and the $28.8 million repayment from the sale of the Data Bus product line. As of July 10, 2013, the Company’s term loan balance was $89.1 million.

Conference Call

API Technologies will host a conference call to review the Company’s fiscal second quarter results tomorrow, July 11, 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 1-877-317-6789 or 1-412-317-6789 and accessible by webcast at http://www.apitech.com. Recorded replays of the webcast will be available on the Company’s Investor Relations App, and for 30 days on the Company’s website and by telephone at 1-877-344-7529 or 1-412-317-0088, replay passcode #10030566, beginning 2:00 p.m. Eastern Daylight Time on July 11, 2013.

The API Technologies Investor Relations App is available free 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 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 non-GAAP financial measures for Adjusted EBITDA, both excluding and including discontinued operations (the Sensors business). Non-GAAP Adjusted EBITDA including discontinued operations (Earnings before interest, taxes, depreciation and amortization) excludes restructuring charges, acquisition and divestiture-related charges, C-MAC pro forma adjustments, foreign exchange losses, stock-based compensation expenses, amortization of note discounts and deferred financing costs, goodwill impairment, SenDEC earn-out reversal, and certain other adjustments. Non-GAAP Adjusted EBITDA from continuing operations also excludes discontinued operations. 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 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. In addition, some of the Adjusted EBITDA measures include operations that are no longer part of the Company’s ongoing operations. 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, 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

Vice President, Corporate Marketing & Investor Relations

+1 908-546-3903

investors@apitech.com

API Technologies Corp.

Financial Results

For the Three and Six Months Ended May 31, 2013

Consolidated Statement of Operations (unaudited)

in thousands USD

	For the Three Months Ended May 31, 2013			For the Three Months Ended May 31, 2012			For the Six Months Ended May 31, 2013			For the Six Months Ended May 31, 2012
Revenue, net	$	68,101		$	72,240		$	129,113		$	136,504
Cost of revenues
Cost of revenues		52,203			56,362			99,585			104,845
Restructuring charges		62			7,588			166			7,893
Total cost of revenues		52,265			63,950			99,751			112,738
Gross profit		15,836			8,290			29,362			23,766
Operating expenses
General and administrative		6,411			6,233			13,230			12,536
Selling expenses		4,121			3,750			7,838			7,170
Research and development		2,337			2,553			4,641			4,846
Business acquisition and related charges		620			2,378			1,088			2,669
Restructuring charges		322			3,905			563			4,244
		13,811			18,819			27,360			31,465
Operating income (loss)		2,025			(10,529	)		2,002			(7,699	)
Other expenses (income), net
Goodwill impairment		—			87,000			—			87,000
Interest expense, net		4,478			4,534			8,822			7,904
Amortization of note discounts and deferred financing costs		521			13,494			11,275			14,089
Other expenses (income), net		421			(1,986	)		(376	)		(2,045	)
		5,420			103,042			19,721			106,948
Loss from continuing operations before income taxes		(3,395	)		(113,572	)		(17,719	)		(114,647	)
Expense (benefit) for income taxes		(93	)		(3,254	)		549			(4,306	)
Loss from continuing operations, net of income taxes		(3,302	)		(110,318	)		(18,268	)		(110,341	)
Income from discontinued operations, net of income taxes		10,774			811			11,314			1,607
Net income (loss)	$	7,472		$	(109,507	)	$	(6,954	)	$	(108,734	)
Accretion on preferred stock		(290	)		—			(290	)		—
Net Income (loss) attributable to common shareholders	$	7,182		$	(109,507	)	$	(7,244	)	$	(108,734	)
Loss per share from continuing operations—Basic and diluted	$	(0.06	)	$	(1.99	)	$	(0.33	)	$	(2.00	)
Income per share from discontinued operations—Basic and diluted	$	0.19		$	0.01		$	0.20		$	0.03
Net income (loss) per share—Basic and diluted	$	0.13		$	(1.98	)	$	(0.13	)	$	(1.97	)
Weighted average shares outstanding
Basic		55,402,595			55,329,607			55,386,031			55,261,526
Diluted		55,402,595			55,329,607			55,386,031			55,261,526

Consolidated Balance Sheets (unaudited)

in thousands USD

	May 31, 2013			November 30, 2012
Assets
Current
Cash and cash equivalents	$	8,729		$	20,550
Restricted cash		1,500			700
Accounts receivable		42,404			41,624
Inventories, net		63,706			61,896
Deferred income taxes		1,039			1,038
Prepaid expenses and other current assets		2,722			2,560
Current assets of discontinued operations		—			9,803
		120,100			138,171
Fixed assets, net		37,677			40,317
Fixed assets held for sale		150			900
Goodwill		131,572			131,572
Intangible assets, net		43,217			47,934
Other non-current assets		3,593			5,760
Long-lived assets of discontinued operations		—			28,061
Total assets	$	336,309		$	392,715
Liabilities, Redeemable Preferred Stock and Shareholders’ Equity
Current
Accounts payable and accrued expenses	$	34,939		$	39,599
Deferred revenue		1,934			385
Current portion of long-term debt		8,387			2,328
Current liabilities of discontinued operations		—			1,888
		45,260			44,200
Deferred income taxes		4,176			3,410
Other long-term liabilities		1,013			1,048
Long-term debt, net of current portion and discount		129,343			179,503
		179,792			228,161
Redeemable Preferred Stock		25,478			25,581
Shareholders’ equity
Common stock		55			55
Special voting stock		—			—
Additional paid-in capital		327,573			326,973
Common stock subscribed but not issued		2,373			2,373
Accumulated deficit		(199,757	)		(192,513	)
Accumulated other comprehensive income		795			2,085
		131,039			138,973
Total Liabilities, Redeemable Preferred Stock and Shareholders’ Equity	$	336,309		$	392,715

Consolidated Adjusted EBITDA

in thousands USD

The following table reconciles three and six months GAAP loss from continuing operations to non-GAAP Adjusted EBITDA from continuing operations and to non-GAAP Adjusted EBITDA, including discontinued operations.

	Three Months Ended May 31,						Six Months Ended May 31,
	2013			2012			2013			2012
Loss from continuing operations	$	(3,302	)	$	(110,318	)	$	(18,268	)	$	(110,341	)
Adjustments
Interest expense, net		4,478			4,534			8,822			7,904
Amortization of note discounts and deferred financing costs		521			13,494			11,275			14,089
Depreciation and amortization		4,354			4,674			8,702			8,440
Goodwill impairment		—			87,000						87,000
Income and franchise taxes		56			(3,254	)		726			(4,307	)
Stock based compensation		210			635			600			1,493
Restructuring charges		384			11,494			729			12,138
Acquisition related charges		620			2,378			1,088			2,669
Other adjustments (A)		1,293			474			1,397			1,351
SenDEC earn-out reversal		—			(2,213	)		—			(2,213	)
C-MAC pro-forma adjustment		—			650			—			650
Foreign exchange loss		116			64			116			—
Adjusted EBITDA from continuing operations	$	8,730		$	9,612		$	15,187		$	18,872
Adjusted EBITDA Margin from discontinued operations		12.8	%		13.3	%		11.8	%		13.8	%
Revenue from discontinued operations		3,124			6,667			9,270			13,119
EBITDA from discontinued operations		412			1,594			1,584			3,162
Total revenue including discontinued operations	$	71,225		$	78,907		$	138,383		$	149,623
Total adjusted EBITDA including discontinued operations	$	9,142		$	11,206		$	16,771		$	22,034
Total adjusted EBITDA Margin including discontinued operations		12.8	%		14.2	%		12.1	%		14.7	%

(A) Charges in 2013were primarily related to$1.5 million of non-cash inventory provisions, $0.4 million financing related charges, partially offset by a $0.5 million reduction of the contingency accrual. Charges in 2012 primarily related to $1.0 million of non-cash inventory provisions and a $0.1 million loss on the sale of real estate held for sale.

Additional Adjusted EBITDA Reconciliations

in thousands USD

Three Months Ending May 31, 2013	SSC			SSIA			Sub-total SSC & SSIA			EMS			Corporate			Total
	Q2			Q2			Q2			Q2			Q2			Q2
Revenue	$	46,737		$	5,135		$	51,872		$	16,229		$	—		$	68,101
Income (loss) from continuing operations		6,143			948			7,091			(346	)		(10,047	)		(3,302	)
Adjustments
Interest expense, Net		(547	)		(14	)		(561	)		42			4,997			4,478
Amortization of note discounts and deferred financing costs		—			—			—			—			521			521
Depreciation and amortization		2,930			93			3,023			1,247			84			4,354
Income and franchise taxes		(1,441	)		122			(1,319	)		—			1,375			56
Stock based compensation		—			—			—			—			210			210
Restructuring charges		228			37			265			25			94			384
Acquisition related charges		25			—			25			6			589			620
Other adjustments (A)		864			—			864			100			329			1,293
Foreign exchange loss		—			—			—			—			116			116
Net corporate costs (B)		(1,189	)		(131	)		(1,320	)		(412	)		1,732			—
Add-Back Total		870			107			977			1,008			10,047			12,032
Adjusted EBITDA from continuing operations	$	7,013		$	1,055		$	8,068		$	662		$	—		$	8,730
Adjusted EBITDA Margin from continuing operations		15.0	%		20.5	%		15.6	%		4.1	%		0.0	%		12.8	%
Revenue from discontinued operations		3,124			—			3,124			—			—			3,124
EBITDA from discontinued operations		412			—			412			—			—			412
Total revenue including discontinued operations	$	49,861		$	5,135		$	54,996		$	16,229		$	—		$	71,225
Total adjusted EBITDA including discontinued operations	$	7,425		$	1,055		$	8,480		$	662		$	—		$	9,142
Total adjusted EBITDA Margin		14.9	%		20.5	%		15.4	%		4.1	%		0.0	%		12.8	%

(A) Charges primarily related to non-cash reserves, inventory provisions, and finance related charges.

(B) Net Corporate costs are allocated to the three segments by percentage of total consolidated revenues.

Additional Adjusted EBITDA Reconciliations

in thousands USD

Three Months Ending February 28, 2013	SSC			SSIA			Sub-total SSC & SSIA			EMS			Corporate			Total
	Q1			Q1			Q1			Q1			Q1			Q1
Revenue	$	42,302		$	3,842		$	46,144		$	14,868		$	—		$	61,012
Income (loss) from continuing operations		2,656			713			3,369			(934	)		(17,401	)		(14,966	)
Adjustments
Interest expense, Net		656			(2	)		654			36			3,654			4,344
Amortization of note discounts and deferred financing costs		—			—			—			—			10,754			10,754
Depreciation and amortization		2,941			98			3,039			1,227			82			4,348
Income and franchise taxes		(412	)		58			(354	)		—			1,024			670
Stock based compensation		—			—			—			—			390			390
Restructuring charges		238			43			281			26			38			345
Acquisition related charges		49			—			49			6			413			468
Other adjustments (A)		428			—			428			215			(539	)		104
Foreign exchange loss		—			—			—			—			—			—
Net corporate costs (B)		(1,100	)		(100	)		(1,200	)		(385	)		1,585			—
Add-Back Total		2,800			97			2,897			1,125			17,401			21,423
Adjusted EBITDA from continuing operations	$	5,456		$	810		$	6,266		$	191		$	—		$	6,457
Adjusted EBITDA Margin from continuing operations		12.9	%		21.1	%		13.6	%		1.3	%		0.0	%		10.6	%
Revenue from discontinued operations		6,146			—			6,146			—			—			6,146
EBITDA from discontinued operations		1,172			—			1,172			—			—			1,172
Total revenue including discontinued operations	$	48,448		$	3,842		$	52,290		$	14,868		$	—		$	67,158
Total adjusted EBITDA including discontinued operations	$	6,628		$	810		$	7,438		$	191		$	—		$	7,629
Total adjusted EBITDA Margin		13.7	%		21.1	%		14.2	%		1.3	%		0.0	%		11.4	%

(A) Charges primarily related to non-cash reserves, inventory provisions, and finance related charges, partially 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

Three Months Ending May 31, 2012	SSC			SSIA			Sub-total SSC & SSIA			EMS			Corporate			Total
	Q2			Q2			Q2			Q2			Q2			Q2
Revenue	$	47,865		$	8,044		$	55,909		$	16,331		$	—		$	72,240
Income (loss) from continuing operations		6,059			1,021			7,080			(100,172	)		(17,226	)		(110,318	)
Adjustments
Interest expense, Net		17			2			19			—			4,515			4,534
Amortization of note discounts and deferred financing costs		—			—			—			—			13,494			13,494
Depreciation and amortization		3,423			90			3,513			1,111			50			4,674
Goodwill impairment		—			—			—			87,000			—			87,000
Income and franchise taxes		(843	)		425			(418	)		—			(2,836	)		(3,254	)
Stock based compensation		—			—			—			—			635			635
Restructuring charges		732			56			788			10,633			73			11,494
Acquisition related charges		454			—			454			—			1,924			2,378
C-MAC pro-forma adjustments		650			—			650			—			—			650
Other adjustments (A)		2			472			474			—			—			474
SenDEC earn-out reversal		—			—			—			—			(2,213	)		(2,213	)
Foreign exchange loss		14			(22	)		(8	)		—			72			64
Net corporate costs (B)		(1,002	)		(168	)		(1,170	)		(342	)		1,512			—
Add-Back Total		3,447			855			4,302			98,402			17,226			119,930
Adjusted EBITDA from continuing operations	$	9,506		$	1,876		$	11,382		$	(1,770	)	$	—		$	9,612
Adjusted EBITDA Margin from continuing operations		19.9	%		23.3	%		20.4	%		-10.8	%		0.0	%		13.3	%
Revenue from discontinued operations		6,667			—			6,667			—			—			6,667
EBITDA from discontinued operations		1,594			—			1,594			—			—			1,594
Total revenue including discontinued operations	$	54,532		$	8,044		$	62,576		$	16,331		$	—		$	78,907
Total adjusted EBITDA including discontinued operations	$	11,100		$	1,876		$	12,976		$	(1,770	)	$	—		$	11,206
Total adjusted EBITDA Margin		20.4	%		23.3	%		20.7	%		-10.8	%		0.0	%		14.2	%

(A) Charges primarily related to non-cash reserves, inventory provisions, and finance related charges.

(B) Net Corporate costs are allocated to the three segments by percentage of total consolidated revenues.