Attached files
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| 8-K - 8-K - API Technologies Corp. | d793802d8k.htm |
Exhibit 99.1
API Technologies Reports Results for the Fiscal Third Quarter Ended August 31, 2014
Revenue of $56.9 million, Bookings of $59.7 million, Book-to-Bill of 1.1
ORLANDO, Fla.– (PR Newswire) – September 25, 2014 - API Technologies Corp. (NASDAQ:ATNY) (“API” or the “Company”), a leading provider of high performance RF/microwave, power, and security solutions for high-reliability applications, today announced results for the fiscal third quarter ended August 31, 2014.
“I am pleased with our third quarter performance, highlighted by 7 percent quarter-over-quarter revenue growth and our highest Adjusted EBITDA percentage in 8 quarters,” said Bel Lazar, President and Chief Executive Officer of API Technologies, “Our commitment to innovation and product execution has resulted in one of the industry’s leading portfolios of RF/microwave and advanced technology products, which customers continue to embrace.”
Results for the Quarter Ended August 31, 2014
API Technologies reported fiscal third quarter revenue of $56.9 million.
For the fiscal third quarter of 2014, GAAP gross margin as a percentage of sales was 26.0%; non-GAAP gross margin was 27.4%.
The Company posted a net loss of $0.6 million for the fiscal third quarter. Adjusted EBITDA for the fiscal third quarter was $7.8 million or 13.6% of revenue.
Results for the Nine Months Ended August 31, 2014
API Technologies reported revenue of $169.0 million for the nine months ended August 31, 2014. GAAP gross margin was 22.8% for the nine-month period ended August 31, 2014. Non-GAAP gross margin was 24.5% for the same period.
The Company posted a net loss of $17.7 million for the nine months ended August 31, 2014, primarily due to the amortization of note discounts and deferred financing charges, incurred in the fiscal 2014 second quarter, which were $10.9 million. Adjusted EBITDA for the nine months ended August 31, 2014 was $18.5 million or 11.0% of revenue.
Conference Call
API Technologies will host a conference call to review the Company’s fiscal third quarter results today, September 25, at 4:45 p.m. Eastern Time. Bel Lazar, 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, for 30 days on the Company’s website, and by telephone at 1-877-344-7529 or 1-412-317-0088, replay passcode #10052160, beginning 6 p.m. Eastern Time on September 25, 2014.
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, millimeter wave, 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 from continuing operations at the Company level and segment level and non-GAAP gross margin. Non-GAAP gross margin excludes restructuring charges and certain other adjustments described in the reconciliation table and non-GAAP Adjusted EBITDA from continuing operations (earnings from continuing operations 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 less 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 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
For the Three and Nine Months Ended August 31, 2014 and 2013
Consolidated Statements of Operations (unaudited)
in thousands USD
| For the Three Months Ended August 31, 2014 |
For the Three Months Ended August 31, 2013 |
For the Nine Months Ended August 31, 2014 |
For the Nine Months Ended August 31, 2013 |
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| Revenue, net |
$ | 56,924 | $ | 62,630 | $ | 169,011 | $ | 185,163 | ||||||||
| Cost of revenues |
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| Cost of revenues |
41,751 | 47,641 | 129,502 | 143,338 | ||||||||||||
| Restructuring charges |
364 | 16 | 945 | 182 | ||||||||||||
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| Total cost of revenues |
42,115 | 47,657 | 130,447 | 143,520 | ||||||||||||
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| Gross profit |
14,809 | 14,973 | 38,564 | 41,643 | ||||||||||||
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| Operating expenses |
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| General and administrative |
6,030 | 6,901 | 17,568 | 19,704 | ||||||||||||
| Selling expenses |
3,743 | 3,505 | 11,037 | 11,263 | ||||||||||||
| Research and development |
1,980 | 2,244 | 6,214 | 6,885 | ||||||||||||
| Business acquisition and related charges |
190 | (111 | ) | 375 | 977 | |||||||||||
| Restructuring charges |
133 | 120 | 1,000 | 684 | ||||||||||||
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| 12,076 | 12,659 | 36,194 | 39,513 | |||||||||||||
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| Operating income |
2,733 | 2,314 | 2,370 | 2,130 | ||||||||||||
| Other expenses, net |
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| Interest expense, net |
3,289 | 3,086 | 8,586 | 11,907 | ||||||||||||
| Amortization of note discounts and deferred financing costs |
24 | 521 | 10,916 | 11,795 | ||||||||||||
| Other expenses (income), net |
24 | 189 | (88 | ) | (186 | ) | ||||||||||
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| 3,337 | 3,796 | 19,414 | 23,516 | |||||||||||||
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| Loss from continuing operations before income taxes |
(604 | ) | (1,482 | ) | (17,044 | ) | (21,386 | ) | ||||||||
| Expense (benefit) for income taxes |
30 | (3,144 | ) | 698 | (3,316 | ) | ||||||||||
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| Income (loss) from continuing operations, net of income taxes |
(634 | ) | 1,662 | (17,742 | ) | (18,070 | ) | |||||||||
| Income from discontinued operations, net of income taxes |
— | 5,305 | — | 18,085 | ||||||||||||
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| Net income (loss) |
$ | (634 | ) | $ | 6,967 | $ | (17,742 | ) | $ | 15 | ||||||
| Accretion on preferred stock |
— | (381 | ) | (393 | ) | (671 | ) | |||||||||
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| Net income (loss) attributable to common shareholders |
$ | (634 | ) | $ | 6,586 | $ | (18,135 | ) | $ | (656 | ) | |||||
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| Loss per share from continuing operations—Basic and diluted |
$ | (0.01 | ) | $ | 0.02 | $ | (0.33 | ) | $ | (0.34 | ) | |||||
| Income per share from discontinued operations—Basic and diluted |
$ | 0.00 | $ | 0.10 | $ | 0.00 | $ | 0.33 | ||||||||
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| Net income (loss) per share—Basic and diluted |
$ | (0.01 | ) | $ | 0.12 | $ | (0.33 | ) | $ | (0.01 | ) | |||||
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| Weighted average shares outstanding |
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| Basic |
55,461,217 | 55,424,157 | 55,444,759 | 55,398,833 | ||||||||||||
| Diluted |
55,461,217 | 55,424,157 | 55,444,759 | 55,398,833 | ||||||||||||
Consolidated Balance Sheets (unaudited)
in thousands USD
| August 31, 2014 |
November 30, 2013 |
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| Assets |
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| Current |
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| Cash and cash equivalents |
$ | 7,721 | $ | 6,351 | ||||
| Restricted cash |
— | 1,500 | ||||||
| Accounts receivable, net |
41,422 | 39,751 | ||||||
| Inventories, net |
54,609 | 58,218 | ||||||
| Deferred income taxes |
2,302 | 2,426 | ||||||
| Prepaid expenses and other current assets |
1,226 | 2,445 | ||||||
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| 107,280 | 110,691 | |||||||
| Fixed assets, net |
30,787 | 35,231 | ||||||
| Fixed assets held for sale |
150 | 150 | ||||||
| Goodwill |
116,770 | 116,770 | ||||||
| Intangible assets, net |
32,002 | 38,780 | ||||||
| Other non-current assets |
1,665 | 2,956 | ||||||
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| Total assets |
$ | 288,654 | $ | 304,578 | ||||
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| Liabilities, Redeemable Preferred Stock and Shareholders’ Equity |
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| Current |
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| Accounts payable and accrued expenses |
$ | 27,539 | $ | 32,217 | ||||
| Deferred revenue |
3,340 | 3,519 | ||||||
| Current portion of long-term debt |
9,286 | 8,155 | ||||||
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| 40,165 | 43,891 | |||||||
| Deferred income taxes |
5,544 | 5,517 | ||||||
| Other long-term liabilities |
1,106 | 1,135 | ||||||
| Long-term debt, net of current portion and discount |
120,778 | 96,606 | ||||||
| Deferred gain |
7,937 | — | ||||||
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| 175,530 | 147,149 | |||||||
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| Commitments and contingencies |
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| Redeemable Preferred Stock |
— | 26,326 | ||||||
| Shareholders’ equity |
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| Common stock |
55 | 55 | ||||||
| Special voting stock |
— | — | ||||||
| Additional paid-in capital |
327,763 | 327,901 | ||||||
| Common stock subscribed but not issued |
2,373 | 2,373 | ||||||
| Accumulated deficit |
(218,933 | ) | (200,798 | ) | ||||
| Accumulated other comprehensive income |
1,866 | 1,572 | ||||||
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| 113,124 | 131,103 | |||||||
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| Total Liabilities, Redeemable Preferred Stock and Shareholders’ Equity |
$ | 288,654 | $ | 304,578 | ||||
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Consolidated Adjusted EBITDA
in thousands USD
The following table reconciles three and nine months GAAP income (loss) from continuing operations to non-GAAP Adjusted EBITDA and Adjusted EBITDA less corporate overhead.
| Three months ended August 31, 2014 |
Nine Months ended August 31, 2014 |
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| Loss from continuing operations |
$ | (634 | ) | $ | (17,742 | ) | ||
| Adjustments |
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| Interest expense, net |
3,289 | 8,586 | ||||||
| Amortization of note discounts and deferred financing |
24 | 10,916 | ||||||
| Depreciation and amortization |
4,029 | 12,269 | ||||||
| Income taxes |
30 | 698 | ||||||
| Restructuring charges |
497 | 1,945 | ||||||
| Acquisition related charges |
190 | 375 | ||||||
| Other adjustments (A) |
334 | 1,488 | ||||||
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| Total Adjusted EBITDA |
$ | 7,759 | $ | 18,535 | ||||
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| Total Adjusted EBITDA percentage |
13.6% | 11.0% | ||||||
| Corporate overhead |
$ | 1,774 | $ | 4,876 | ||||
| Adjusted EBITDA less corporate overhead |
$ | 9,533 | $ | 23,411 | ||||
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| Adjusted EBITDA less corporate overhead percentage |
16.7% | 13.9% | ||||||
| (A) | Other adjustments primarily include inventory provisions ($425 – 3 months; $1,593 – 9 months), stock based compensation ($(31) – 3 months; $(99) – 9 months), franchise taxes ($36 – 3 months; $122 – 9 months), financing & other adjustments ($212 – 3 months; $312 – 9 months), lease payments for the State College, Pennsylvania facility ($(322) – 3 months; $(862) – 9 months) and foreign exchange loss ($14 – 3 months; $240 – 9 months) and change in employee vacation policy ($0 – 3 months; $182 – 9 months). |
Additional Adjusted EBITDA Reconciliations by Segment from Continuing Operations
in thousands USD
| Three Months Ending August 31, 2014 |
SSC | SSIA | EMS | Corporate | Total | |||||||||||||||
| Q3 | Q3 | Q3 | Q3 | Q3 | ||||||||||||||||
| Revenue |
$ | 41,877 | $ | 6,230 | $ | 8,817 | $ | — | $ | 56,924 | ||||||||||
| Income (loss) from continuing operations |
(634 | ) | ||||||||||||||||||
| Adjustments |
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| Interest expense, Net |
3,289 | |||||||||||||||||||
| Amortization of note discounts and deferred financing costs |
24 | |||||||||||||||||||
| Depreciation and amortization |
4,029 | |||||||||||||||||||
| Income taxes |
30 | |||||||||||||||||||
| Restructuring charges |
497 | |||||||||||||||||||
| Acquisition related charges |
190 | |||||||||||||||||||
| Other adjustments (A) |
334 | |||||||||||||||||||
| Net corporate costs (B) |
— | |||||||||||||||||||
| Add-Back Total |
8,393 | |||||||||||||||||||
| Adjusted EBITDA from continuing operations |
$ | 7,133 | $ | 1,014 | $ | (388 | ) | $ | — | $ | 7,759 | |||||||||
| Adjusted EBITDA Margin from continuing operations |
17.0% | 16.3% | (4.4% | ) | 0.0% | 13.6% | ||||||||||||||
| (A) | Charges primarily relate to inventory provisions, stock based compensation, franchise taxes, financing & other adjustments, lease payments for the State College, Pennsylvania facility and foreign exchange losses. |
| (B) | Net Corporate costs are allocated to the three segments by percentage of total consolidated revenues. |
Reconciliation of GAAP Gross Margin to Non-GAAP Gross Margin
$ amounts in thousands USD
| Three Months Ended August 31, 2014 |
Nine Months Ended August 31, 2014 |
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| Revenue |
$ | 56,924 | $ | 169,011 | ||||
| Gross Profit |
14,809 | 38,564 | ||||||
| GAAP Gross Margin % |
26.0% | 22.8% | ||||||
| Restructuring and other adjustments (A) |
764 | 2,808 | ||||||
| Adjusted Gross profit |
15,573 | 41,372 | ||||||
| Adjusted Gross margin % |
27.4% | 24.5% | ||||||
| (A) | Other adjustments primarily include inventory provisions. |