Split und reverse split bei API NANOTRONICS (New)

News vom 27.10.09 in der Übersetzung Babel-Fish
API verkündet Namensänderung an API Technologies Corp. Namensänderung reflektiert das Company' s-Entwicklung in einen variierten Lieferanten zur Verteidigung und zur Luftfahrtindustrie NEW YORK, NY--(Marketwire - 27. Oktober 2009) - API Technologies Corp. (OTCBB: ATNY) früher (OTCBB: APIA) (" API" oder das " Company"), freut sich ein Hauptunternehmer in den sicheren Kommunikationen und elektronische Bauelemente und Subsysteme zur globalen Verteidigung und zur Luftfahrtindustrie, zu verkünden, ist dass die, hat eine Gesellschaftsfirmaänderung von API Nanotronics Corp. an API Technologies Corp. abgeschlossen. Resultierend aus der Namensänderung das Company' s-Anteile von Stammaktien fangen an, heute morgen unter dem neuen Symbol " zu handeln; ATNY.OB" und unter der neuen CUSIP Zahl 00187E104. Stephen B. Pudles, Generaldirektor von API Technologies Corp., sagte, " Mit dem neuen Erwerb der Cryptek Technologien, ist API jetzt ein viel größerer und variierter Versorger der Technologieprodukte zu den globalen Rüstungs-, Aerospace- und Kommunikationsindustrien. Die besseren Name API Technologien identifizierent mit unserer Strategie von das Werden der führenden Verteidigung- und Kommunikationsfremdfirmen in Nordamerika und in Europe." Über API Technologies Corp. (OTCBB: ATNY) Die Firma nimmt als Hauptsystemsfremdfirma an sicheren Kommunikationen und führender Versorger der elektronischen Bauelemente und der Subsysteme teil. API' s-Kunden schließen das US-Verteidigungsministerium (DoD) und seine Hauptunternehmer, US-RegierungsNachrichtendienste, die US-Abteilung der Staatssicherheit (AVW), US-Außenministerium (DOS) und US-Justizministerium (DoJ), einschließlich verschiedene Regierung und Hauptunternehmer von Kanada, von Vereinigten Königreich, von NATO und von Europäischen Gemeinschaft ein. Die Firma nimmt an der Lieferung der erfinderischen Entwurfs-, Technik- und Herstellungslösungen zu seinen Kunden teil. Die Firma hat auch Sachkenntnis im R& entwickelt; D und Fertigung der Nanotechnologie und DER MEMS Produkte. API-Technologien handelt auf dem OTC Anschlagbrett unter dem Symbol ATNY. Für weitere Informationen besichtigen Sie bitte die Firmaweb site bei www.apitech.com Sicherer Hafen für vorausschauende Aussagen: Außer Aussagen über geschichtliche Tatsache, setzen die Informationen, die hierin vorgelegt werden, vorausschauende Aussagen fest. Alle vorausschauenden Aussagen sind abhängig von bestimmten Risiken, Ungewissheiten und Annahmen, die die tatsächlichen Resultate, die Leistung oder die Ausführungen der Firma veranlassen können, zu allen zukünftigen Resultaten, Leistung oder Ausführungen materiell unterschiedlich zu sein, die durch solche vorausschauenden Aussagen ausgedrückt werden oder angedeutet sind. Diese Risiken und Ungewissheiten, die völlig im Company' beschrieben werden; s-jährliche und vierteljährliche Reports archivierten mit der Börsenaufsichtsbehörde, umfassen, aber werden nicht auf, allgemeine ökonomische und Geschäftszustände, die Fähigkeit, Sonderprojekte zu erwerben und zu entwickeln, die Fähigkeit, Betriebe und Änderungen in den Verbraucher- und GeschäftsVerbrauchsgewohnheiten zu finanzieren, unsere Fähigkeit, unser geistiges Eigentum zu schützen, unsere Fähigkeit, unsere Betriebe zu integrieren und zu vereinigen, unsere Fähigkeit, unsere Betriebe in den neuen und vorhandenen Märkten zu erweitern, der Effekt des Wachstums auf unsere Infrastruktur und der Effekt der Konkurrenz in den sicheren Industrien der Kommunikationen, der elektronischen Bauelemente, der Nanooptik und der Nanotechnologie begrenzt. Wenn eine oder mehrere dieser Risiken oder Ungewissheiten verwirklichen oder die Annahmen, falsches prüfen, können tatsächliche Resultate in materielle Aspekte von z.Z. vorweggenommenen denen schwanken. Alle Informationen in dieser Freigabe sind ab dem Datum hiervon. Wir erfüllen keine Aufgabe, um jede vorausschauende Aussage zu aktualisieren, um sich die Aussage an tatsächliche Resultate oder Änderungen im Company' anzupassen; s-Erwartungen.

The Company is engaged as a prime system contractor in secure communications and a leading provider of electronic components and subsystems. API Technologies' customers include the U.S. Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS) and U.S. Department of Justice (DoJ), including various government and prime contractors of Canada, the United Kingdom, NATO and the European Union. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. The Company has also developed expertise in the R&D and manufacture of nanotechnology and MEMS products. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com and its subsidiaries www.cryptek.com and www.sst.ws/apicryptek.php.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits, our ability to protect our intellectual property, our ability to integrate and consolidate our operations, our ability to expand our operations in both new and existing markets, the effect of growth on our infrastructure and the effect of competition in the secure communications, electronic components, nano-optics and nanotechnology industries. 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. 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.

For further information, please contact:
Steven H Bulwa
API Technologies Corp.
Director of Corporate Communications
+1 877-API-0-API
investors@apitech.com

Jon Hawkins
Secure Systems & Technologies Ltd
Tel +44 (0) 1452 557233
jon.hawkins@sst.ws
www.sst.ws

  marketable securities; and

-- Backlog of $17.8 million.

Financial Highlights for the Six Months Ended November 30, 2009


-- Revenue was $21.4 million, an increase of 57% from $13.6 million in the
  same period in 2008;

-- Gross profit increased 89% to $5.3 million as revenues increased and
  gross margins expanded from 21% to 25%. Gross margins at the electronic
  component and subsystems segment expanded to 31% from 21%; and

-- Net loss of $2.7 million or ($0.08) per share for the first half of
  fiscal 2010, compared to a net loss of $2.7 million or ($0.08) per
  share for the same period of fiscal 2009. Excluding expenses related to
  research & development and restructuring & acquisition expenses, net
  income would have been approximately $943,000 compared to a net loss of
  approximately $2,800 in the previous year(1).

Stephen B. Pudles, Chief Executive Officer of API Technologies Corp., said, "I am very pleased with the increase in revenue and the significant gross margin expansion we achieved in this quarter. The revenue increase was a result of both our recent acquisition as well as improving results from our electronic components and subsystems division. In addition, our focus over the past year on consolidating operations and reducing expenses has now generated the positive results we expected. We expect these improvements to continue throughout this fiscal year and beyond."

Operating Highlights


-- During the second quarter and first half of fiscal 2010, API's
  previously announced cost-saving restructuring initiatives began
  to deliver results as gross margins expanded significantly;

-- In November 2009, API announced a new $1 million (£600,000) contract
  to provide modified military rugged TEMPEST laptops to the UK
  Government;

-- In November 2009, API announced $1.4 million in new orders for its
  leading 1553 DataBus and custom hybrid circuits to two large
  international companies for critical transmission of aviation data
  and sensing functions;

-- In October 2009, the Company completed a name change to API
  Technologies Corp. to better reflect the diversity of its product
  offerings and the Company's continuing evolution as a leading
  supplier to the defense, communications, and aerospace industry; and

-- In October 2009, API secured five new contracts for secure
  communications equipment from the Canadian Government.

About API Technologies Corp.

The Company is engaged as a prime system contractor in secure communications and a leading provider of electronic components and subsystems. API Technologies' customers include the U.S. Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS) and U.S. Department of Justice (DoJ), including various government and prime contractors of Canada, the United Kingdom, NATO and the European Union. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. The Company has also developed expertise in the R&D and manufacture of nanotechnology and MEMS products. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com and its subsidiaries www.cryptek.com and www.sst.ws/apicryptek.php.

(1) In this press release, API has provided a non-GAAP financial measure for (i) net profit (loss) to reflect its financial results without expenses related to research & development and restructuring & acquisition expenses. Management believes the non-GAAP presentations make it easier for investors to compare current and historical period operating results. 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.


The following table reconciles six
month GAAP net income (loss) to
non-GAAP net income (loss)           Six Months ended    Six Months ended
(In millions)                        November 30, 2009   November 30, 2008
                                    -----------------   -----------------

GAAP net income                      $(2.7)              $(2.7)
Research and development expenses    $ 2.5               $ 2.0
Restructuring & acquisition
expenses                            $ 1.1               $ 0.7
Non-GAAP net income (loss)           $ 0.9               $(0.0)

The following table reconciles
second quarter GAAP net
income (loss) to non-GAAP net
income (loss)

Net Income (Loss) (In millions)      Q210                Q209

GAAP Net income (loss)               $(1.9)              $(1.9)
Research & Development               $ 1.3               $ 1.1
Restructuring & acquisition
expenses                            $ 0.6               $ 0.5
Non-GAAP Net income (loss)           $(0.0)              $(0.3)

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits, our ability to protect our intellectual property, our ability to integrate and consolidate our operations, our ability to expand our operations in both new and existing markets, the effect of growth on our infrastructure and the effect of competition in the secure communications, electronic components, nano-optics and nanotechnology industries. 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. 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.


For further information, please contact:
Steven H Bulwa
API Technologies Corp.
Director of Corporate Communications
1 877-API-0-API
investors@apitech.com

.     Fortune 100 client base including Raytheon, Northrop Grumman and Boeing.


.     Over 100,000 square foot facility in Johnstown, Pennsylvania with approximately 300 employees, including 50 design and development engineers.


.     Experienced and long standing management team who will continue in their leadership roles, including Carl Sax, Executive Vice President and General Manager.

"The acquisition of the assets of the Kuchera Group of Companies is a transformational step forward for our Company in becoming a true leader in the defense subcontracting industry," stated Stephen B. Pudles, Chief Executive Officer of API Technologies Corp. "Together with our existing business, the new combined entity will be better positioned to serve our global clients, including General Dynamics, Raytheon, Northrop Grumman and governments around the world.  This acquisition also includes a very experienced and diverse management team that we welcome to the API family."  

Mr. Pudles continued, "As a result of this transaction, the founders of KGC, Bill Kuchera and Ron Kuchera, will be leaving the company to pursue other opportunities.  We would like to thank them for building a truly world-class company and wish them all the best in their future endeavors."

Carl Sax, Executive Vice President and General Manager of KGC said, "We are very excited to be joining the API family.  With both companies working together, we look forward to accelerating our growth, entering new markets and leveraging the core competencies of the combined API."

Phillip DeZwirek, API's Chairman, stated, "This transaction is another exciting and important step in API's growth to being one of the leading defense subcontractors in the world.  It is immediately accretive and further enhances our financial strength and overall position."  

About API Technologies Corp.
The Company is engaged as a prime system contractor in secure communications and a leading provider of electronic components and subsystems. API Technologies' customers include the U.S. Department of Defense (DoD) and its prime contractors, U.S. Government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS) and U.S. Department of Justice (DoJ), including various government and prime contractors of Canada, the United Kingdom, NATO and the European Union. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. The Company has also developed expertise in the R&D and manufacture of nanotechnology and MEMS products.  API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits, our ability to protect our intellectual property, our ability to integrate and consolidate our operations, our ability to expand our operations in both new and existing markets, the effect of growth on our infrastructure and the effect of competition in the secure communications, electronic components, nano-optics and nanotechnology industries. 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. 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.

For further information, please contact:
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
jp@apitech.com

The Terminal+ features a protocol ASIC, which controls the multi-protocol functions, two +5 V or +3.3 V monolithic transceivers and a 64k x 16 shared RAM. All logic I/O is 3.3 V that is 5 V tolerant. The only external component required is a 20 MHz clock. The open memory architecture increases design flexibility and reduces software development time and effort.

The built-in interrupt controller uses an internal FIFO that stores message header information. Six pending interrupts and an overflow interrupt can be pushed on to the FIFO, which can be configured to revolve or stop when full.

The Terminal+ implements complete error checking in all operational modes: bus controller, remote terminal, bus monitor and bus monitor/remote terminal. Multiple autonomous data tables ensure data integrity.

The Terminal+ measures 1.05” x 0.75” x 0.185” and is available in a ball grid array with 117 large pitch, oversized balls to eliminate solder shorting risks. Operating temperature is the full military range of -55°C to +125°C (-67°F to 257°F) and storage temperature is -65°C to +150°C (-85°F to +302°F).

For more information, please visit www.nationalhybrid.com, call 631.981.2400 or e-mail sales@nationalhybrid.com.

About National Hybrid Products
As a trusted brand of critical components to the defense and aerospace industries since 1974, National Hybrid products offer unparalleled reliability in a very small package. Offerings include 1553 data bus products (including the recently released National Hybrid Bus+), solid-state power controllers, high-density multi-chip modules and custom, state-of-the-art hybrid micro-electric circuits.

About API Technologies Corp.
The Company is a prime contractor in sophisticated electronics, highly engineered systems, secure communications and electronic components and subsystems to the global defense and aerospace industry. API Technologies’ customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com

API Technologies Corp. is a prime contractor in sophisticated electronics, highly engineered systems, secure communications and electronic components and subsystems to the global defense and aerospace industry.  API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers.  API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com.



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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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.



For further information, please contact:

Jonathan Pollack

API Technologies Corp.

1-877-API-0-API

jp@apitech.com

This e-mail was sent by The Simon Group, located at 1506 Old Bethlehem Pike, Sellersville, PA 18960 (USA). To receive no further e-mails, please click here or reply to this e-mail with "unlist" in the Subject line.

API Technologies Highlights $3.2 Million in Recent Contracts

at Johnstown Showcase for Commerce



RONKONKOMA, NY - June 9, 2010 - API Technologies Corp. (OTCBB: ATNY), a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industries, announced that it has recently won $3.2 million in contracts with Raytheon Space and Airborne Systems and Northrop Grumman Electronic Systems.  Carl Sax, API's Executive Vice President and General Manager, Defense & Systems, made the announcement during a press conference on Friday, June 4 at Showcase for Commerce 2010.



The Showcase for Commerce is a national defense contracting exhibition and symposium held annually in Johnstown, Pennsylvania. Now in its 20th year, the event serves as a forum for local companies to connect with major defense and prime contractors for subcontracting and partnering opportunities. For photos and videos featuring API's exhibits, visit www.apitech.com.



At the press conference, Steve Pudles, API's Chief Executive Officer, also announced an expansion of API's Defense and Systems capabilities at its Pennsylvania facility. The expansion will result in the addition of approximately 75 new jobs to the Johnstown region.





About API Technologies Corp.

The Company is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry.  API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers.  API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com.



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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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.



For further information, please contact:

Jonathan Pollack

Executive Vice President

API Technologies Corp.

1-877-API-0-API

investors@apitech.com





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API Technologies Receives $1.5 Million Order for Custom Hybrid Circuits

api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - July 15, 2010 -
API Technologies Corp. (OTC.BB: ATNY), a provider of highly engineered products and services to the global defense sector, has received an order for approximately $1.5 million to provide custom hybrid circuits to a multinational technology customer. The order will be produced at the company’s US facilities.

API Technologies’ custom hybrid circuits are used by customers around the world for their mission-critical defense and aerospace needs and requirements. These custom circuits are part of API’s Component and Systems Division, which offers a broad range of engineered products, including MIL-STD-1553 Data Bus, transformers, standard and custom optical components, transistors and filters.

About API Technologies Corp.
The Company is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies’ customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:

Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com

or

The Investor Relations Group
Investor Relations:
James Carbonara, 212-825-3210
or
Public Relations:
Mike Graff or Enrique Briz, 212-825-3210

API Technologies CEO Steve Pudles said, “Atlanta’s purchase of the teleMAX™ robot represents API’s first North American sale of this product.  The Company anticipates a great market opportunity as other cities within North America learn about the robot’s capabilities and discover what it can offer security forces charged with protecting a large population.  We foresee considerable potential for sales as this technology, which has already been deployed in dozens of other countries, becomes more widely appreciated and put into service throughout the continent.”  

About API Technologies Corp.
The Company is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies’ customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:

Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com
or
The Investor Relations Group
James Carbonara or Adam Holdsworth, 212-825-3210

Media Relations
Tara Flynn Condon
Director, Marketing
API Technologies Corp.
1-908-546-3903
media@apitech.com
or
The Investor Relations Group
Mike Graff or Enrique Briz, 212-825-3210

API Technologies to Present at the 30th Annual Canaccord Genuity Growth Conference

api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - August 9, 2010 -
API Technologies Corp. (OTC.BB: ATNY), a provider of highly engineered products and services to the global defense sector, announced today that Jonathan Pollack, Executive Vice President, will be presenting at the 30th Annual Canaccord Genuity Growth Conference in Boston, MA, at the InterContinental Boston Hotel, on Thursday August 12th at 2:30 pm.

About API Technologies Corp.
The Company is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies’ customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:

Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com
or
The Investor Relations Group
James Carbonara or Adam Holdsworth, 212-825-3210

   * Consolidated backlog as at May 31, 2010 of $68.7 million.


Financial Highlights for the Twelve Months Ended May 31, 2010

   * Revenue was $68.6 million, an increase of 169% from $25.5 million in the same period in 2009;
   * Gross profit of $17.4 million versus $5.9 million in the same period last year;
   * Gross margin of 25.3% as compared to 23.0% for the twelve months of 2009; and
   * Net loss of $9.0 million as compared to a net loss of $6.4 million in the previous year.  The net loss in 2010 includes a $5.7 million loss related to discontinued operations and a $3.7 million charge related to restructuring and acquisition expenses.


"I am very pleased with our fourth quarter results as API had the strongest quarter in the company’s history," said API Chief Executive Officer, Stephen B. Pudles. "Our acquisition strategy and cost-cutting initiatives have shown considerable success and have enabled the Company to achieve positive net income, which we expect to continue into fiscal 2011."

Mr. Pudles continued, "With the strength of API’s diverse product offering, Fortune 500 global customer base and unparalleled engineering team, API is well positioned to continue to be a leader in the global defense contractor sector and generate positive returns for all of our stakeholders."

Operating Highlights

   * In May 2010, API announced that it was awarded two separate contracts from Raytheon Space and Airborne Systems, totaling approximately $2.3 million, to supply electro-mechanical enclosures, including electronic circuit cards, for mission-critical laser targeting and imaging systems;
   * In April 2010, API announced an order totaling approximately $1 million to provide National Hybrid™-brand circuits to a semi conductor equipment manufacturer;
   * In March 2010, API announced that its Board of Directors has approved a program to repurchase up to 10% of the Company’s outstanding common stock; and
   * In March 2010, API announced that it had been selected by a global Fortune 500 defense contractor to provide high-reliability magnetic components for use in radio communications systems deployed throughout the military and defense markets. The multi-year contract was valued at over $8 million and will be produced at the Company’s Canadian facility.


Subsequent Events

   * In July 2010, API completed the sale of its non-core Hauppauge, New York facility for proceeds of approximately $1.4 million;
   * In July 2010, API announced the first North American sale of the teleMAX™ Explosive Ordnance Disposal (EOD) robot to the City of Atlanta, Georgia, with the total sale valued at approximately $300,000. The robot is for use at Hartsfield-Jackson Atlanta International Airport, the world’s busiest airport, serving approximately 88 million travelers per year;
   * In July 2010, API announced that it received an order for approximately $1.5 million to provide custom hybrid circuits to a multinational technology company;
   * In June 2010, API completed the consolidation of its two Canadian facilities into one manufacturing location;
   * In June 2010, API announced the sale of the assets from its previously announced discontinued nanotechnology subsidiary for proceeds of approximately $2.3 million; and
   * In June 2010, API highlighted $3.2 million in recent contract wins from Raytheon Space and Airborne Systems and Northrop Grumman Electronic Systems at Johnstown’s “Showcase for Commerce”.


About API Technologies Corp.
The Company is a prime contractor in sophisticated electronics, highly engineered systems, secure communications and electronic components and subsystems to the global defense and aerospace industry.  API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers.  API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

(1) In this press release, API has provided a non-GAAP financial measure for (i) net income (loss) to reflect its financial results without expenses related to discontinued operations and restructuring and acquisition charges, (ii) gross profit to reflect its financial results without restructuring charges, (iii) gross margin to reflect its financial results without restructuring charges, and (iv) adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization), excluding discontinued operations, restructuring charges, acquisition charges and stock-based compensation expenses. Management believes the 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 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.

The following table presents fourth quarter and twelve months GAAP net income (loss).                                              
(in millions)

                                          3 months ended             12 months ended

                                               May 31,                  May 31,

                                           2010     2009             2010     2009


Revenues, net                               $ 30.1   $  6.3           $ 68.6   $ 25.5      



Cost of revenues

   Cost of revenues                        $ 21.6   $  4.4           $ 50.6   $ 18.7



   Restructuring charges                   $  0.6   $  0.3           $  0.6   $  0.9



Total cost of revenues                      $ 22.2   $  4.7           $ 51.2   $ 19.6      



Gross Profit                               $  7.9   $  1.6           $ 17.4   $  5.9



Operating expenses                          $  6.4   $  2.2           $ 20.6   $  8.3



Operating income (loss)                     $  1.5   $ (0.6)          $ (3.2)  $ (2.4)



Other (income) expenses                    $  1.2   $  0.2           $  0.1   $ (0.5)



Income (loss) from continuing

operations before taxes                     $  0.3   $ (0.8)          $ (3.3)  $ (1.9)



Provision for income taxes                  $  0.0   $  0.1           $  0.0   $  0.1


Income (loss) from continuing

operations                                 $  0.3   $ (0.9)          $ (3.3)  $ (2.0)



Discontinued operations                     $  0.0   $ (1.2)          $ (5.7)  $ (4.4)


GAAP net income (loss)                    $  0.3   $ (2.1)          $ (9.0)  $ (6.4)





The following table reconciles fourth quarter and twelve months GAAP net income (loss) to non-GAAP net income (loss) from continuing operations.                                              
(in millions)

                                          3 months ended             12 months ended

                                               May 31,                  May 31,

                                           2010     2009             2010     2009


GAAP net income (loss)                     $  0.3   $ (2.1)          $ (9.0)  $ (6.4)      



Discontinued operations                     $  0.0   $  1.2           $  5.7   $  4.4



Restructuring charges                       $  0.6   $  0.3           $  1.2   $  1.1



Acquisition expenses                        $  0.4   $  0.0           $  2.5   $  0.0



Non-GAAP net income (loss)                  $  1.3   $ (0.6)          $  0.4   $ (0.9)





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

(in millions)                                              

                                           Q4 2010          Q4 2009

                                         



GAAP net income                             $  0.3           $ (2.1)                            



Discontinued operations                     $  0.0           $  1.2          



Restructuring charges                       $  0.6           $  0.3          



Acquisition charges                         $  0.4           $  0.0          



Depreciation                                $  0.3           $  0.2          



Amortization                                $  0.2           $  0.0                    

Stock-based compensation expense            $  0.2           $  0.3          



Interest                                    $  1.1           $ (0.1)          



Taxes                                       $  0.0           $  0.1          



Non-GAAP adjusted EBITDA                    $  3.1           $ (0.1)  





The following table reconciles three months GAAP gross profit and gross margin to non-GAAP gross profit and gross margin excluding restructuring charges.

(in millions)



                                           Q4 2010



Gross profit                                $  7.9                  



Restructuring charges                       $  0.6          



Non-GAAP gross profit excluding

        Restructuring charges              $  8.5          




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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, 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. 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.

For further information, please contact:
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com
or
The Investor Relations Group
James Carbonara or Adam Holdsworth, 212-825-3210

API Technologies to Present at the Rodman & Renshaw Annual Global Investment Conference

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RONKONKOMA, NY - (PR Newswire) - September 8, 2010 -
API Technologies Corp. (OTC Bulletin Board:ATNY), a provider of highly engineered products and services to the global defense sector, announced today that Jonathan Pollack, Executive Vice President, will be presenting at the Rodman & Renshaw Annual Global Investment Conference. The presentation is scheduled for Tuesday September 14, 2010 at 10:50 am at the New York Palace Hotel in New York City.

The Rodman & Renshaw Annual Global Investment Conference brings together more than 550 public and private international companies and an audience of over 3,500 attendees, which includes institutional investors, private equity firms, venture capitalists and business development executives.  Keynote speakers for this year's conference include Henry M. Paulson, Jr., former US Secretary of the Treasury, and William Isaac, former Chairman of the Federal Deposit Insurance Corporation (FDIC).

About API Technologies Corp.

The Company is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:
Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com
or
The Investor Relations Group
James Carbonara or Adam Holdsworth, 212-825-3210

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies’ customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, 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. 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:

Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com
or
The Investor Relations Group
James Carbonara or Adam Holdsworth, 212-825-3210

Media Relations
Tara Flynn Condon
Director, Marketing
API Technologies Corp.
1-908-546-3903
media@apitech.com

API Technologies Receives Over $2.7 Million in New Orders from Fortune 50 Defense Contractor

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RONKONKOMA, NY - (PR Newswire) - September 27, 2010 -
API Technologies Corp. (OTC.BB: ATNY), a provider of highly engineered products and services to the global defense sector, has received $2.7 million in new orders from a global Fortune 50 Company to provide circuit card systems for products used by U.S. government agencies. The orders will be produced at the Company’s facility in Pennsylvania.

About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, 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. 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.

For further information, please contact:
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com
or
The Investor Relations Group
James Carbonara or Adam Holdsworth, 212-825-3210

API Technologies Awarded $22 Million Contract from the U.S. Army  

api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - October 5, 2010 -
API Technologies Corp. (OTCBB:ATNY), a provider of highly engineered products and services to the global defense sector, has been awarded a long term contract from the U.S. Army to develop and supply the Night Vision Electronic Systems Test Set. The five-year indefinite delivery, indefinite quantity (IDIQ) contract has a ceiling value of $22 million and an additional one-year option.  

Steve Pudles, CEO of API Defense USA, said, “API has earned a reputation for engineering excellence in system design, development and production.  These core competencies were critical in our Company winning this competitive award.  We look forward to working with the Army to deliver the Night Vision Electronic Systems Test Set product and to continuing our focus on being a key supplier to both government and global defense companies.”

About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:

Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API
investors@apitech.com

Raytheon Space and Airborne Systems (SAS) is a leading provider of sensor systems giving military forces the most accurate and timely actionable information available for the network-centric battlefield. For decades, we’ve supported military and civil customers with focused, forward-looking technology, and today we are playing an increasing role in mission systems integration. Our ability to understand and anticipate needs, and develop the right systems to meet them, has made us a valued long-term partner. Customers worldwide depend on us to provide best-value solutions, flawless system performance, and the full lifecycle support that assures mission success. Key SAS capabilities include:airborne radars and processors; electro-optic/infrared (EO/IR) sensors; electronic warfare and precision guidance systems; active electronically scanned array (AESA) radars; space and missile defense technology; and intelligence, surveillance and reconnaissance (ISR) systems. For further information, please visit www.raytheon.com/businesses/rsas/.

About API Technologies Corp.
The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:

Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API (1-877-274-0274)
investors@apitech.com

API Technologies Receives $1 Million Military Aerospace Transceiver Order

api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - October 19, 2010 -  
API Technologies Corp. (OTC.BB: ATNY), a provider of highly engineered products and services to the global defense sector, announced that it has received a new $1 million order for its National Hybrid™ MIL-STD-1553 transceivers.  The order will be used by a Fortune 50 company in its line of military avionics equipment and will be manufactured in the Company’s Pennsylvania facility.

About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:

Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API (1-877-274-0274)
investors@apitech.com

API Technologies Wins $3.9 Million Secure Communications Contract in the U.K.


api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - December 2, 2010 -  
API Technologies Corp. (OTC Bulletin Board: ATNY.OB - News), a provider of highly engineered products and services to the global defense sector, was awarded a $3.9 million (£2.5 million), two-year contract to provide secure communications equipment for use in ground stations and mobile platforms. API's UK subsidiary, Secure Systems & Technologies ("SST") won the order, which will be designed and manufactured in the Company's Gloucester, UK facility.

About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:
Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API (1-877-274-0274)
investors@apitech.com

API Technologies Announces $38.2 Million in Booked New Orders for Quarter Ended November 30, 2010
Includes $26.4 Million Booked in the month of November - Biggest Sales Month and Quarter in Company's History


api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - December 14, 2010 -
API Technologies Corp. (OTC Bulletin Board: ATNY.ob - News), a provider of highly engineered products and services to the global defense sector, announced that it has booked $38.2 million in new orders for its second quarter ended November 30, 2010, including $26.4 million booked in the month of November, representing the biggest sales month and quarter in the Company's history. The orders were from defense and aerospace firms worldwide and spanned the breadth of API's capabilities, including engineered systems, components and secure communications products.

About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitechnologies.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, 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. 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:
Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API (1-877-274-0274)
investors@apitech.com

Upon completion of the transaction, Brian Kahn, managing member of Vintage, will serve as Chairman and CEO of API. SenDEC will operate as a subsidiary of API and Ken Fiske will continue as its CEO. API Defense USA will continue to operate as a subsidiary of API and Steve Pudles will continue as its CEO.  Additionally, Ken Fiske will join the board of directors of API along with Mel Keating, former Director of White Electronic Designs Corporation (sold to Microsemi Corporation in May 2010) and current Director of Integral Systems (NASDAQ: ISYS); Ken Krieg, former Under Secretary of Defense for Acquisition, Technology and Logistics, and former Director of White Electronic Designs Corporation; and Matthew Avril, President of the Hotel Group for Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT).  All current officers and directors of API will resign their positions, and the Proxy Board for API Defense USA is expected to be dissolved in connection with the completion of the transaction.

API intends to pay down its existing debt with the $30 million of cash acquired in this transaction and emerge with net cash on its balance sheet.  SenDEC's merger with API effectively doubles the size of the Company and presents a variety of immediate revenue synergies and growth opportunities in the defense sector.  Once the transaction is closed, the Company will immediately pursue a listing on NASDAQ.

Phillip DeZwirek, founder and current Chairman and CEO of API Technologies commented, "With this merger, API gets to both combine with SenDEC, one of the leading defense suppliers in the U.S., and partner with Vintage Capital, one of the pre-eminent defense investors in the market.  The new company and its combined capabilities are worth much more than the sum of the parts.  As the founder of API and a significant shareholder, I am very excited about this transformation and believe we can now take the company to the next level of defense contracting.  Brian Kahn and the team from Vintage Capital are the right people to move this effort forward and I consider us fortunate to have them in the leadership roles and with such a significant shareholder position."

Ken Fiske, co-founder and CEO of SenDEC commented, "I am very pleased that we are merging with API to create a truly diversified defense electronics company. Under Brian Kahn's leadership, my whole team is confident about our future and the ability of our new company to fulfill our customers’ current and future needs."

Brian Kahn, managing member of Vintage, stated "We are honored to partner with the founders of both API and SenDEC to create a defense electronics platform with instantaneous critical mass, scalability, and a more diverse range of capabilities to offer our customers. Over the past twelve months, the combined companies generated approximately $200 million of revenues and $20 million of EBITDA.  Steve Pudles, Ken Fiske and I recognize that by combining forces we have an opportunity to create a unique franchise, capable of absorbing increased content within the supply chain of our customers’ electronics needs.  In a time where the Department of Defense is increasing its focus on security, cost effectiveness of solutions, and overall risk mitigation, we will be able to offer our customers a significant advantage as they partner with us to compete for programs."  

The transaction will be executed by way of a reverse triangular merger of a subsidiary of API into SenDEC, in exchange for the issuance of API shares to Vintage. Closing of the transaction is subject to, among other things, approval of existing SenDEC shareholders and other customary closing conditions, and is expected to be completed by mid-January 2011.  The transaction has already been unanimously approved by the Boards of Directors of both API and SenDEC.  Jefferies & Company, Inc. provided a fairness opinion to the API Board of Directors in connection with the transaction.

About API Technologies Corp.
The Company, through its subsidiaries, provides engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNYD. For further information, please visit the company website at www.apitech.com.

About Vintage Capital Management
Vintage Capital Management (VCM) is a value-oriented private equity investment firm specializing in the defense, manufacturing and consumer sectors. VCM partners with proven management teams to target situations where there is a verifiable opportunity to significantly enhance a company's value through the Vintage operational and strategic approach. Since its establishment as Kahn Capital Management in 1998, VCM and its principals have had a successful history of identifying, analyzing, and investing in high quality, lower-middle market companies in its target sectors. For more information, please see www.vintcap.com.

About SenDEC Corporation
Headquartered in Fairport, NY, SenDEC provides comprehensive electronic manufacturing services (EMS) including: high quality design for manufacturability, assembly and test (DFM, DFA, DFT); PCB layout; prototyping/new product introduction; PCB and electromechanical assembly; test engineering; rework; turnkey box build and supply chain management services. Its client base includes Fortune 500 corporations, mid-sized companies and startups worldwide serving the defense/military, commercial/industrial, energy, medical and telecommunications markets. SenDEC's four state of the art production Surface Mount Technology ("SMT") lines and two dedicated NPI/prototype SMT lines feed into through-hole assembly, full test, box build and order fulfillment.  For more information, please see www.sendec.com.

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, satisfaction of closing conditions to the transaction, including approval of SenDEC stockholders, general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits, our ability to protect our intellectual property, our ability to integrate and consolidate our operations, our ability to expand our operations in both new and existing markets, the effect of growth on our infrastructure and the effect of competition in the secure communications, electronic components, nano-optics and nanotechnology industries. 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. 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.

For further information, please contact:
Jonathan Pollack Brian Kahn
Executive Vice President Managing Member
API Technologies Corp. Vintage Capital Management LLC
877-API-0-API 407-909-8015
investors@apitech.com info@vintcap.com

If this email does not display properly, view the press release here: www.apitech.com/news/...six-months-financial-results-q2-fy2011


API Technologies Reports Second Quarter and Six Months Financial Results  
Revenues of $29.1 million, Adjusted EBITDA of $2.9 million and Net Income of $0.8 million

api_tech_logo 3
RONKONKOMA, NY - (PR Newswire) - January 14, 2011 -  
API Technologies Corp. API Technologies Corp. (OTCBB:ATNYD), a provider of highly engineered products and services to the global defense sector, today announced second quarter and six months financial results for the period ending November 30, 2010.



Financial Highlights for the Second Quarter Ended November 30, 2010


   * Revenue was $25.9 million, a 118% increase from $11.9 million in the same quarter of fiscal 2010;
   * Gross profit was $6.4 million compared to $2.8 million in the previous year’s second quarter; Excluding restructuring charges, non-GAAP gross profit in the second quarter of 2010 would have been $6.9 million;
   * Gross margin was 24.9% as compared to 23.6% in the comparative 2010 quarter.  Excluding restructuring charges, non-GAAP gross margin would have been 26.6% in the second quarter;
   * Adjusted EBITDA was $1.9 million as compared to a loss of $0.1 million in the previous year’s quarter;
   * Net loss was $1.7 million as compared to $1.9 million in the previous year’s quarter.  Net loss in this quarter includes $1.4 million in restructuring costs;
   * Balance sheet with approximately $5.8 million in cash and marketable securities; and
   * Consolidated backlog as at November 30, 2010 of $53.6 million.  


Financial Highlights for the Six Months Ended November 30, 2010


   * Revenue was $55.0 million, a 163% increase from $20.9 million in the same period of fiscal 2010;
   * Gross profit was $13.4 million compared to $5.0 million in the same period of the previous year. Excluding restructuring charges, non-GAAP gross profit in the first six months of fiscal 2011 would have been $14.1  million;
   * Gross margin was 24.3% as compared to 23.9% in the comparative 2010 quarter.  Excluding restructuring charges, non-GAAP gross margin would have been 25.7% in the first six months of fiscal 2011;
   * Adjusted EBITDA was $4.7 million as compared to a loss of $0.5 million in the comparable period of the previous year; and
   * Net loss was $1.0 million as compared to $2.7 million in the comparable period of the previous year. Net loss in fiscal 2011 includes $2.3 million in restructuring costs;

Operating Highlights


   * In November, API Technologies announced that it received a new $1 million order for its National Hybrid™ custom hybrid products;
   * In October, API announced that it received a $1 million order for MIL-STD-1553 transceivers to be used by a Fortune 50 company in its line of military avionics equipment;
   * In October, API announced a new $1.7 million order from Raytheon Space and Airborne Systems (SAS) to supply engineering services and assemblies for the radar system incorporated within the Bell-Boeing V-22 Osprey aircraft;
   * In October, API announced that the U.S. Army awarded the Company a $22 million, five-year indefinite delivery, indefinite quantity (IDIQ) contract with additional one-year option to supply the Night Vision Electronic Systems Test Set;
   * In September 2010, API announced that it received $2.7 million in new orders from a global Fortune 50 Company to provide circuit card systems;
   * In September 2010, API announced that it was honored as a recipient of the prestigious Three Star Supplier Excellence Award by Raytheon Space and Airborne Systems; and
   * In September, API announced that it received $2.7 million in new orders from a global Fortune 50 Company to provide circuit card systems for products used by U.S. government agencies.


Subsequent Events


   * In January, API announced that it signed a definitive merger agreement with an affiliate Vintage Capital Management LLC (“Vintage”) to acquire SenDEC Corporation (“SenDEC”), a leading defense electronics manufacturing services company headquartered in Fairport, NY.
   * In December, API announced that it has effected a one-for-four reverse stock split of the Company's outstanding common shares and exchangeable shares, approved by the Company’s shareholders on October 7, 2010;
   * In December, API announced that it booked $38.2 million in new orders for its second quarter ended November 30, 2010, including $26.4 million booked in the month of November, representing the biggest sales month and quarter in the Company’s history; and
   * In December, API announced that it was awarded a $3.9 million (£2.5 million), two-year contract to provide secure communications equipment for use in ground stations and mobile platforms.


About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNYD. For further information, please visit the company website at www.apitechnologies.com.

(1) In this press release, API has provided a non-GAAP financial measure for (i) gross profit to reflect its financial results without restructuring charges, (ii) gross margin to reflect its financial results without restructuring charges, and (iii) adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization), excluding discontinued operations, restructuring charges, acquisition charges and stock-based compensation expenses and certain special income items. Management believes the 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 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.

 

The following table reconciles second quarter and six months GAAP gross profit and gross margin to non-GAAP gross profit and gross margin excluding restructuring charges.



(in millions)



                                            3 months ended           6 months ended

                                           November 30, 2010      November 30, 2010



Gross profit                                     $  6.4                    $ 13.4

Gross margin %                                     24.9%                     24.3%  



Restructuring charges                            $  0.5                    $  0.7  



Non-GAAP gross profit                            $  6.9                    $ 14.1  

Non-GAAP gross margin %                            26.6%                     25.7%  





The following table reconciles second quarter and six months GAAP net income (loss) to non-GAAP adjusted EBITDA from continuing operations.  

                                         
(in millions)

                                     3 months ended             6 months ended

                                       November 30,              November 30,

                                      2010     2009             2010     2009


GAAP net loss                        $ (1.7)  $ (1.9)          $ (1.0)  $ (2.7)      



Discontinued operations              $  0.0   $  0.8           $  0.1   $  1.8



Restructuring charges                $  1.4   $  0.0           $  2.3   $  0.0



Acquisition charges                  $  0.0   $  0.6           $  0.0   $  1.1      



Other special income items1          $  0.0   $ (0.5)          $ (0.7)  $ (1.9)



Depreciation                         $  0.5   $  0.3           $  0.8   $  0.4



Amortization of note discounts       $  0.3   $  0.0           $  0.5   $  0.0



Stock-based compensation expense     $  0.4   $  0.4           $  0.7   $  0.6



Interest                             $  1.0   $  0.2           $  2.0   $  0.2      



Taxes                                $  0.0   $  0.0           $  0.0   $  0.0



Non-GAAP adjusted EBITDA             $  1.9   $ (0.1)          $  4.7   $ (0.5)                                        





1 The special item in 2011 is primarily due to a gain on the sale of a building in Ronkonkoma, NY, in 2010, primarily a gain on the Cryptek acquisition and a gain on sale of a building in Ottawa, Canada.



                                                           

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, 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. 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:
Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API (1-877-274-0274)
investors@apitech.com

   * Gross profit was $13.4 million compared to $5.0 million in the same period of the previous year. Excluding restructuring charges, non-GAAP gross profit in the first six months of fiscal 2011 would have been $14.1  million;
   * Gross margin was 24.3% as compared to 23.9% in the comparative 2010 quarter.  Excluding restructuring charges, non-GAAP gross margin would have been 25.7% in the first six months of fiscal 2011;
   * Adjusted EBITDA was $4.7 million as compared to a loss of $0.5 million in the comparable period of the previous year; and
   * Net loss was $1.0 million as compared to $2.7 million in the comparable period of the previous year. Net loss in fiscal 2011 includes $2.3 million in restructuring costs;

Operating Highlights


   * In November, API Technologies announced that it received a new $1 million order for its National Hybrid™ custom hybrid products;
   * In October, API announced that it received a $1 million order for MIL-STD-1553 transceivers to be used by a Fortune 50 company in its line of military avionics equipment;
   * In October, API announced a new $1.7 million order from Raytheon Space and Airborne Systems (SAS) to supply engineering services and assemblies for the radar system incorporated within the Bell-Boeing V-22 Osprey aircraft;
   * In October, API announced that the U.S. Army awarded the Company a $22 million, five-year indefinite delivery, indefinite quantity (IDIQ) contract with additional one-year option to supply the Night Vision Electronic Systems Test Set;
   * In September 2010, API announced that it received $2.7 million in new orders from a global Fortune 50 Company to provide circuit card systems;
   * In September 2010, API announced that it was honored as a recipient of the prestigious Three Star Supplier Excellence Award by Raytheon Space and Airborne Systems; and
   * In September, API announced that it received $2.7 million in new orders from a global Fortune 50 Company to provide circuit card systems for products used by U.S. government agencies.


Subsequent Events


   * In January, API announced that it signed a definitive merger agreement with an affiliate Vintage Capital Management LLC (“Vintage”) to acquire SenDEC Corporation (“SenDEC”), a leading defense electronics manufacturing services company headquartered in Fairport, NY.
   * In December, API announced that it has effected a one-for-four reverse stock split of the Company's outstanding common shares and exchangeable shares, approved by the Company’s shareholders on October 7, 2010;
   * In December, API announced that it booked $38.2 million in new orders for its second quarter ended November 30, 2010, including $26.4 million booked in the month of November, representing the biggest sales month and quarter in the Company’s history; and
   * In December, API announced that it was awarded a $3.9 million (£2.5 million), two-year contract to provide secure communications equipment for use in ground stations and mobile platforms.


About API Technologies Corp.

The Company, through its subsidiaries, is a prime contractor in engineered systems, components and secure communications to the global defense and aerospace industry. API Technologies' customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many of the leading Fortune 500 companies. The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers. API Technologies trades on the OTC Bulletin Board under the symbol ATNYD. For further information, please visit the company website at www.apitechnologies.com.

(1) In this press release, API has provided a non-GAAP financial measure for (i) gross profit to reflect its financial results without restructuring charges, (ii) gross margin to reflect its financial results without restructuring charges, and (iii) adjusted EBITDA (Earnings before interest, taxes, depreciation and amortization), excluding discontinued operations, restructuring charges, acquisition charges and stock-based compensation expenses and certain special income items. Management believes the 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 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.

 

The following table reconciles second quarter and six months GAAP gross profit and gross margin to non-GAAP gross profit and gross margin excluding restructuring charges.



(in millions)



                                            3 months ended           6 months ended

                                           November 30, 2010      November 30, 2010



Gross profit                                     $  6.4                    $ 13.4

Gross margin %                                     24.9%                     24.3%  



Restructuring charges                            $  0.5                    $  0.7  



Non-GAAP gross profit                            $  6.9                    $ 14.1  

Non-GAAP gross margin %                            26.6%                     25.7%  





The following table reconciles second quarter and six months GAAP net income (loss) to non-GAAP adjusted EBITDA from continuing operations.  

                                         
(in millions)

                                     3 months ended             6 months ended

                                       November 30,              November 30,

                                      2010     2009             2010     2009


GAAP net loss                        $ (1.7)  $ (1.9)          $ (1.0)  $ (2.7)      



Discontinued operations              $  0.0   $  0.8           $  0.1   $  1.8



Restructuring charges                $  1.4   $  0.0           $  2.3   $  0.0



Acquisition charges                  $  0.0   $  0.6           $  0.0   $  1.1      



Other special income items1          $  0.0   $ (0.5)          $ (0.7)  $ (1.9)



Depreciation                         $  0.5   $  0.3           $  0.8   $  0.4



Amortization of note discounts       $  0.3   $  0.0           $  0.5   $  0.0



Stock-based compensation expense     $  0.4   $  0.4           $  0.7   $  0.6



Interest                             $  1.0   $  0.2           $  2.0   $  0.2      



Taxes                                $  0.0   $  0.0           $  0.0   $  0.0



Non-GAAP adjusted EBITDA             $  1.9   $ (0.1)          $  4.7   $ (0.5)                                        





1 The special item in 2011 is primarily due to a gain on the sale of a building in Ronkonkoma, NY, in 2010, primarily a gain on the Cryptek acquisition and a gain on sale of a building in Ottawa, Canada.



                                                           

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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, 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. 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:
Investor Relations
Jonathan Pollack
Executive Vice President
API Technologies Corp.
1-877-API-0-API (1-877-274-0274)
investors@apitech.com

API’s Chairman and CEO, Brian Kahn, commented "We are delighted to have attracted a high-caliber leader such as Bel, who possesses extensive expertise in the defense electronics and high reliability aerospace industries. Bel has a proven track record in our key business disciplines, as well as tremendous creativity and vision. Bel's appointment, coupled with our recent merger with SenDec, significantly strengthens API's ability to create value for our customers, employees, and all stakeholders.  On behalf of the board of directors and all of our global team, I'm proud to welcome Bel to the API family.”

Commenting on his appointment, Mr. Lazar said, "I am very excited to join the talented API team as the company continues its pursuit of profitable growth.  API has exceptional technical and manufacturing expertise along with a depth of products that provides compelling solutions to the global defense industry and select commercial industries."

Mr. Lazar holds a Bachelor of Science degree in Engineering from California State University, Northridge, a Master of Science Degree in Computer Engineering from the University of Southern California, and a Juris Doctor degree from Southwestern University School of Law.

About API Technologies Corp.

The Company, through its subsidiaries, provides engineered systems, sub-systems and secure communications to the global defense and aerospace industry. API Technologies’ customers include the governments of the U.S., Canada, the United Kingdom, NATO and the European Union, as well as many leading Fortune 500 companies.  The Company is engaged in providing innovative design, engineering and manufacturing solutions to its customers.  API Technologies trades on the OTC Bulletin Board under the symbol ATNY. For further information, please visit the company website at www.apitech.com.

Safe Harbor for Forward-Looking Statements

Except for statements of historical fact, the information presented herein constitutes forward-looking statements, including statements regarding API’s future growth and profitability and the future contributions of its management team. 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, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits, our ability to protect our intellectual property, our ability to integrate and consolidate our operations (including with respect to SenDEC), our ability to expand our operations in both new and existing markets, the effect of growth on our infrastructure and the effect of competition in the secure communications and electronic components industries. 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. 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.

For further information, please contact:

Jonathan Pollack
API Technologies Corp.
877-API-0-API
investors@apitech.com

Richard Southworth, President and CEO of Spectrum, stated "We are pleased to deliver significant, immediate value to our shareholders through this transaction. We look forward to working with API to complete this transaction and build upon our combined strengths and capabilities."

Under the terms of the merger agreement, Spectrum may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through May 7, 2011. It is not anticipated that any developments will be disclosed with regard to this process unless Spectrum's Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

UBS Investment Bank is acting as financial advisor to Spectrum. Raymond James & Associates, Inc. and Morgan Stanley & Co. Incorporated are acting as financial advisor to API in connection with the transaction.

About API Technologies Corp.
API, through its subsidiaries, provides engineered systems, components and secure communications as well as high quality engineering services, new product introduction, and turnkey manufacturing for electronic assembly, test, and build services to the global defense and aerospace industry. API Technologies' customers include many leading Fortune 500 companies. API Technologies trades on the OTC Bulletin Board under the symbol ATNY.OB. For further information, please visit the company website at www.apitechnologies.com.

About Spectrum Control, Inc.
Headquartered in Fairview, PA, Spectrum develops, designs, and manufactures high performance, custom solutions for the defense, aerospace, industrial, and medical industries worldwide. It operates in four segments: Advanced Specialty Products, Microwave Components and Systems, Power Management Systems, and Sensors and Controls.

Additional Information and Where to Find It
In connection with proposed transaction, Spectrum will file proxy statements with the Securities and Exchange Commission ("SEC") and mail a definitive proxy statement and other relevant documents regarding the proposed transaction to its shareholders. SPECTRUM'S SHAREHOLDERS ARE URGED TO READ, WHEN AVAILABLE, SPECTRUM'S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH SPECTRUM’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO BE HELD TO APPROVE THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SPECTRUM AND THE PROPOSED TRANSACTION. Spectrum's shareholders may obtain a free copy of these documents, as well as other filings containing information about Spectrum, at the SEC's website, www.sec.gov. Spectrum's shareholders will also be able to obtain, without charge, a copy of the proxy statement and any other relevant documents (when available) by directing a request to: Spectrum Control, Inc., 8031 Avonia Road, Fairview, PA 16415, Attention: Investor Relations, or by telephone at (814) 474-4310. This announcement is not a solicitation of a proxy.

Spectrum and its directors and executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from Spectrum’s shareholders in respect of the proposed transaction. Information concerning such participants and their respective interests in Spectrum by security holdings or otherwise is set forth in its proxy statement for Spectrum's 2011 Annual Meeting of Shareholders, which was filed with the SEC on March 3, 2011. Shareholders may obtain additional information regarding the interests of such participants by reading the proxy statement and other relevant documents regarding the proposed transaction when they become available.

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 API or Spectrum to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties, some of which are more fully described in API and Spectrum’s annual and quarterly reports filed with the SEC, include but are not limited to, satisfaction of closing conditions to the transaction, including approval of Spectrum’s shareholders, general economic and business conditions, API’s and Spectrum’s future performance, the ability to acquire and develop specific projects, the ability to fund operations and changes in customer consumption habits, the ability to protect intellectual property, API’s ability to integrate and consolidate operations, and API’s ability to expand our operations in both new and existing markets. Should one or more of these risks or uncertainties materialize, actual results may vary in material respects from those currently anticipated. All information in this release is as of the date hereof. Neither API nor Spectrum undertakes any duty to update any forward-looking statement to conform the statement to actual results or changes in API’s or Spectrum’s expectations.

For further information, please contact:

Brian Kahn
Chairman & CEO
API Technologies Corp.
Phone: 407-909-8015
bkahn@apitech.com

John P. Freeman, Senior Vice President
and Chief Financial Officer
Spectrum Control, Inc.
Phone: 814-474-4310
freeman@spectrumcontrol.com