API Technologies (ATNY) 8-K Results of Operations and Financial Condition

Exhibit 99.1

API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2015

ORLANDO, Fla. – (PR Newswire) – October 8, 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 third quarter ended August 31, 2015. The results reflect the inclusion of Inmet and Weinschel, which the Company acquired after the start of the quarter, on June 8, 2015.

“We delivered significantly improved third quarter performance, demonstrating the impact our focus on operational improvement is beginning to have on the business,” said Robert Tavares, President and Chief Executive Officer of API. “The integration of Inmet and Weinschel are substantially complete to our plan and already benefitting our top line. API is keenly focused on creating long-term value for our customers and shareholders.”

Results for the Quarter Ended August 31, 2015

API Technologies reported fiscal third quarter revenue of $68.0 million.

GAAP gross margin as a percentage of sales was 26.5% for the fiscal third quarter of 2015.

For the fiscal third quarter, the Company posted a net loss of $6.3 million. Adjusted EBITDA for the fiscal third quarter of 2015 was $9.9 million, or 14.6% of revenue.

Results for the Nine Months Ended August 31, 2015

API Technologies reported revenue of $171.1 for the nine months ended August 31, 2015. GAAP gross margin was 24.5% for the nine-month period ended August 31, 2015.

The Company posted a net loss of $12.8 million for the nine months ended August 31, 2015. Adjusted EBITDA for the nine months ended August 31, 2015 was $19.8 million, or 11.6% of revenue.

Conference Call

API Technologies will host a conference call to review the Company’s fiscal third quarter results today, October 8, at 4:45 p.m. Eastern Time. Robert Tavares, President and Chief Executive Officer, and Eric F. Seeton, 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, as well as for 30 days on the Company’s website and by telephone at 1-877-344-7529 or 1-412-317-0088, replay passcode #10072832, beginning 6 p.m. Eastern Time on October 8, 2015.

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. Non-GAAP Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) excludes restructuring charges, acquisition related charges, inventory provisions including charges related to purchase accounting, contingency accruals, 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. 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 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 onForm 10-K under Part I, Item 1A “Risk Factors,” and our Quarterly Reports on Form 10-Q under Part II, 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:

Eric F. Seeton

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 August 31, 2015			For the Three months ended August 31, 2014			For the nine months ended August 31, 2015			For the nine months ended August 31, 2014
Revenue, net	$	67,993		$	56,924		$	171,124		$	169,011
Cost of revenues
Cost of revenues		49,928			41,751			129,039			129,502
Restructuring charges		38			364			147			945
Total cost of revenues		49,966			42,115			129,186			130,447
Gross profit		18,027			14,809			41,938			38,564
Operating expenses
General and administrative		8,612			6,030			19,466			17,568
Selling expenses		4,292			3,743			11,330			11,037
Research and development		2,750			1,980			6,931			6,214
Business acquisition and related charges		405			190			795			375
Restructuring charges		152			133			1,822			1,000
		16,211			12,076			40,344			36,194
Operating income		1,816			2,733			1,594			2,370
Other expenses (income), net
Interest expense, net		4,880			3,289			11,099			8,586
Amortization of note discounts and deferred financing costs		355			24			401			10,916
Other expenses (income), net		2,238			24			1,695			(88	)
		7,473			3,337			13,195			19,414
Loss before income taxes		(5,657	)		(604	)		(11,601	)		(17,044	)
Expense for income taxes		639			30			1,165			698
Net loss	$	(6,296	)	$	(634	)	$	(12,766	)	$	(17,742	)
Accretion on preferred stock		—			—			—			(393	)
Net loss attributable to common shareholders	$	(6,296	)	$	(634	)	$	(12,766	)	$	(18,135	)
Net loss per share—Basic and diluted	$	(0.11	)	$	(0.01	)	$	(0.23	)	$	(0.33	)
Weighted average shares outstanding
Basic		55,489,938			55,461,217			55,474,617			55,444,759
Diluted		55,489,938			55,461,217			55,474,617			55,444,759

Consolidated Balance Sheets (unaudited)

in thousands USD

	August 31, 2015			November 30, 2014
Assets
Current
Cash and cash equivalents	$	6,554		$	8,258
Accounts receivable, net		41,777			38,657
Inventories, net		71,442			54,718
Deferred income taxes		370			561
Prepaid expenses and other current assets		1,717			1,592
		121,860			103,786
Fixed assets, net		32,412			30, 574
Goodwill		150,280			116,770
Intangible assets, net		51,032			29,848
Other non-current assets		1,969			1,862
Total assets	$	357,553		$	282,840
Liabilities and Shareholders’ Equity
Current
Accounts payable and accrued expenses	$	42,339		$	27,907
Deferred revenue		1,855			2,279
Current portion of long-term debt		20,504			10,097
		64,698			40,283
Deferred income taxes		5,160			4,575
Other long-term liabilities		1,562			1,216
Long-term debt, net of current portion		180,856			118,214
Deferred gain		7,341			7,788
		259,617			172,076
Commitments and contingencies
Shareholders’ equity
Common stock		55			55
Special voting stock		—			—
Additional paid-in capital		328,380			327,846
Common stock subscribed but not issued		2,373			2,373
Accumulated deficit		(232,871	)		(220,105	)
Accumulated other comprehensive income		(1	)		595
		97,936			110,764
Total Liabilities and Shareholders’ Equity	$	357,553		$	282,840

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 August 31, 2015			Nine (9) months ended August 31, 2015
Net loss	$	(6,296	)	$	(12,766	)
Adjustments
Interest expense, net		4,880			11,099
Amortization of note discounts and deferred financing costs		355			401
Depreciation and amortization		5,494			11,966
Income taxes		639			1,165
Restructuring charges		190			1,969
Acquisition related charges		405			795
Other adjustments (A)		4,253			5,190
Total Adjusted EBITDA	$	9,920		$	19,819
Total Adjusted EBITDA percentage		14.6	%		11.6	%
Corporate overhead	$	1,482		$	4,337
Adjusted EBITDA before corporate overhead	$	11,402		$	24,156
Adjusted EBITDA before corporate overhead %		16.8	%		14.1	%

(A) Other adjustments primarily include non-cash inventory provisions and charges related to Inmet and Weinschel purchase accounting, contingency accruals, stock based compensation expense, 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 August 31, 2015	SSC			SSIA			EMS			Corporate			Total
	Q3			Q3			Q3			Q3			Q3
Revenue	$	47,609		$	5,004		$	15,380		$	—		$	67,993
Net loss														(6,296	)
Adjustments
Interest expense, net														4,880
Amortization of note discounts and deferred financing costs														355
Depreciation and amortization														5,494
Income taxes														639
Restructuring charges														190
Acquisition related charges														405
Other adjustments (A)														4,253
Add-Back Total														16,215
Adjusted EBITDA	$	6,913		$	1,320		$	1,687		$	—		$	9,920
Adjusted EBITDA Margin %		14.5	%		26.4	%		11.0	%		0.0	%		14.6	%

(A) Other adjustments primarily include non-cash inventory provisions and charges related to Inmet and Weinschel purchase accounting, contingency accruals, stock based compensation expense, franchise taxes, financing related costs, lease payments for the State College, Pennsylvania facility and foreign exchange losses.