MANAGEMENT PRESENTATION - API Technologiesapitech.com/.../api-technologies-q1fy15-management-presentation.pdf• 30 years of experience in the microelectronics and semiconductor

MANAGEMENT PRESENTATION

April 2015 / Quarter Ended February 28, 2015

Forward Looking Statements

A P I T E C H N O L O G I E S C O R P .

This presentation about API Technologies Corp. (the “Company”) includes forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995. All

statements other than statements of historical fact, including statements regarding industry

prospects or future results of the business, operations or financial position of API made in this

presentation are forward-looking. We use words such as believe, expect, anticipate, intends,

estimate, forecast, project, should and similar expressions to identify forward-looking statements.

Forward-looking statements are based on management’s current expectations of our near-term

results, based on current information available pertaining to us and are inherently uncertain. We

wish to caution investors that any forward-looking statements made by or on our behalf are subject

to uncertainties and other factors that could cause actual results to differ materially from such

statements. These uncertainties and other risk factors include, but are not limited to: the affect of

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statements. These uncertainties and other risk factors include, but are not limited to: the affect of

the unfavorable global, national and local economic conditions on our customers and our

businesses, the affect of the current economic crisis on our ability to effect our business plans and

strategies, the changing political conditions in the United States and other countries, governmental

laws and regulations, anticipated government budget changes, international trading and export

restrictions, customer product acceptance, and access to capital markets, and foreign currency

risks. These risks and uncertainties, as well as other risks and uncertainties could cause our actual

results to differ significantly from management’s expectations. New factors emerge from time to

time and it is not possible for management to predict all such factors, nor can it assess the impact

of each such factor on the business or the extent to which any factor, or a combination of factors,

may cause actual results to differ materially from those contained in any forward-looking

statements. We assume no obligation to update or revise any forward-looking statements made

herein or any other forward-looking statements we make, whether as a result

of new information, future events, or otherwise.

Key Facts


API Technologies Corp.Exchange/Ticker NASDAQ: ATNY

Share Price(1) $2.17

52-Week High / Low $2.92/$1.77

Shares Outstanding 55 million

Market Cap(1) $119 million

Enterprise Value(1) $230 million

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Enterprise Value $230 million

LTM Revenue(2) $219 million

LTM EBITDA(2) $25 million

(1) April 9, 2015, first trading day after Q1 earnings announced

(2) LTM period ending February 28, 2015

Leadership


Robert TavaresPresident & Chief Executive Officer• Appointed President and Chief Executive Officer and to API’s Board of

Directors effective March 2, 2015

• 30 years of experience in the microelectronics and semiconductor industries

• Most recently served as President of Crane Electronics, part of Crane Co.

(NYSE: CR)

• Previous leadership roles include President of e2v U.S. Operations and various

senior leadership roles at Tyco Electronics, M/A Com

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senior leadership roles at Tyco Electronics, M/A Com

• B.S. in Engineering from the University of Massachusetts, Dartmouth

Claudio MannarinoSenior Vice President & Chief Financial Officer• Promoted to CFO in June 2014; previously served as API’s

Senior Vice President

• Over 20 years of finance and professional accounting experience; been with

API since 2000

• Bachelor of Commerce degree from the University of Ottawa and is

a Certified Management Accountant

Investment Highlights


• 90% sole/primary source positions with recurring revenue streams

• Diverse catalog of highly engineered products

• One of the world’s largest RF and microwave merchant suppliers

• Consistently Adjusted EBITDA profitable

• Diverse set of revenue streams from over 300 government and

Broad portfolio of IP

with design-in position

Focus on revenue

generation and

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industrial programs

• Significant SAM expansion – to over $6B – through introduction of

new and differentiated products

• Over 25% of revenue from new standard and configurable products

generation and

profitability

Significant market

growth opportunities

Company Overview


• Leading provider of RF, microwave, millimeterwave,

power, and security solutions for high performance

defense, commercial aviation, industrial, and

communications applications

• Founded in 1981; Listed on NASDAQ June 2011

with a new company vision

Today, one of the largest non-Prime provider of

RF/Microwave and microelectronics

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RF/Microwave and microelectronics

• 1,850 employees worldwide

• 3,000+ customers worldwide

• Revenue breakdown(1)

69% U.S. / 31% International

62% Defense & Government / 38% Commercial

(1) LTM Ended February 28, 2015

Increasing Available Markets


2011

2012-Present

Transformation from

component supplier to

strategic technology

solution provider• Integrated &

Multifunction

• Radar Subsystem

Solutions

• Radiation Hardened

Power Management

• Mobile Power Solutions

• RF Systems

• RF/Microwave Modules

• Integrated & Multi-

function RF Assemblies

$6.2B SAM

New/Expanded

Products & Capabilities

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• Analog Mixed

Signal Products

• Components

1981-2008

2009-2010

• TEMPEST & Emanation

Security, Encryption &

Ruggedized Systems

• Sys & Subsys Solutions

• Build-to-Print Services

Multifunction

RF Assemblies

• Microwave Filters

• Oscillators

• Power Management

• Hybrids

• Active & Passive

Components

• EMI Filters

• Class K (Space)

• Secure

Communications

function RF Assemblies

• RF Silicon & RF

Components

• GaN & Pulsed

Power Amplifiers

• Microelectronics

• Custom Magnetics

• Specialty Connectors

• Rugged Power Rectifiers

• Power Distribution Units

• Secure Mobility

Solutions

• FIPS Cryptographic

Module

Founded 1981 June 2011 –

NASDAQ Listed

Our Markets & Customers1


54% 25% 13% 8%

U.S. Department Of Defense

Medical, Industrial &Commercial Aerospace

Commercial &Communications

Government & Security

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• C4ISR

• Radar

• Military Aircraft

• Missile Defense

• SATCOM

• UAVs

• Medical Devices

• Commercial Aviation

• Alternative Energy

• Downhole

• Transportation

• Mobile Devices

• Wireless Comm.

• Satellites

• Enterprise

systems

• Secure Comm.

• Secure Access

• Encryption


Strong Product Portfolio1


Systems, Subsystems

& Components (SSC)

73%

Electronics

Manufacturing

Services (EMS)

17%

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83% of revenue is product driven

Secure Systems &

Information Assurance

(SSIA)

10%



MULTI-CHANNEL ACTIVE ANTENNA ARRAY MODULES

Broad Product Penetration

SUBSYSTEM LEVEL SOLUTIONS

Well positioned supplier at

every stage of the value chain

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COMPONENTS

HYBRIDS

SINGLE-FUNCTION ASSEMBLIES

MULTI-FUNCTION ASSEMBLIES

INTEGRATED MICROWAVE ASSEMBLIES (IMA)

SOFTWARE / HARDWARE ENCRYPTION

SYSTEMS & SOLUTIONS

Attractive Product Portfolio1


43% 24% 6% 10% 17%

RF/Microwave &Microelectronics

ElectromagneticIntegrated Solutions

(EIS)

PowerSolutions

Secure Systems &Information

Assurance (SSIA)

ElectronicManufacturing Services (EMS)

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RF, microwave,

millimeterwave, and

microelectronics

products for defense

and commercial

markets

Passive components

and RF signal

conditioning,

immunity, emissions

and susceptibility;

magnetics; and

ceramics products

Power control,

conversion, and

distribution

Products; EOD

Products; and

systems integration

Secure

communications

products including

TEMPEST, rugged,

and secure access

Contract

manufacturing and

new product

introduction

services for

hi-reliability

Examples:

- AESA Radar Modules

- GaN Power Amps

Examples:

- EMI Filters

- Circular Connectors

Examples:

- Tactical Power

- Power Monitoring

Examples:

- Secure, Rugged

Communication Hub

- Netgard®

Secure Access

Examples:

- Electronics for

EW Systems

- Electronics for

Medical DevicesSSC SSIA EMS


Business Segments

Key Growth Drivers


Defense Commercial

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• Defense electronics CAGR of 2.3% 1

• Battlefield miniaturization

• Radar technology & missile

defense advancements

• C4ISR growth

• Information assurance

• Unmanned systems

• Foreign military sales

• Commercial aviation CAGR of 6.1% 2

• Wireless and satellite communications

• Connected devices for medical,

smart metering

• Energy demand (oil and gas, alternative

energy)

• Increased competition within

RF spectrum

(1) Teal Group, (2) ICF International

Well Positioned Defense Supplier


C4ISR Programs

Radar Programs

Secure Communication

Electronic Warfare

Weapons Programs

Industrial Programs Broad Install Base

- Incumbent supplier; Positioned well for

Significant Program Diversity• No single program over 2.0% LTM revenue1

• 300+ Programs

• Majority are sole or primary source positions

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Industrial Programs

Missile Programs

Classified Programs

Preferred Supplier Status

- Strengthens competitive position

- With many of our customers we are a

one-stop-shop; aids with their supply

chain consolidation

- Incumbent supplier; Positioned well for

technology refreshes, retrofits & upgrades

- 70 years of history


Key Supplier to Satellite/Space Programs


Space heritage in commercial and

military satellites spanning:

• Deep Space

• Communications

• Launch & Reentry

• Scientific Missions

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• Scientific Missions

MIL-PRF-38534 Class KOnly 15 facilities worldwide have

MIL-PRF-38435 Class K (Space) certification.

Two of them are ours.

Featured Defense Technologies


• Active Antenna Array Unit (AAAU) solution

• One opportunity alone offers $90-100 M lifetime revenue potential

• Technically advanced design offers significant competitive differentiation

• Line of GaN-based pulsed and continuous power solutions

AESA RadarSystem-LevelReady Solutions

Power

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• Line of GaN-based pulsed and continuous power solutions

• Increased power density, reduced size and improved efficiency position

us very favorably against competitors

• Mobile tactical power supply

• Used for UAV/UAS, C4ISR and Mission Control applications

Power Amplifiers

Portable Power Solutions

Commercial & Industrial Products Meet Emerging Demands


• Cockpit controls

• Electronics for landing gear

• Fuel systems

• In-flight entertainment systems

• Lighting systems

Commercial Aerospace

• Implantable medical devices

• Defibrillators

• MRI & mammography equipment

• Dental drills

• Industrial blenders

Medical & Industrial

Communications & Consumer Energy

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• Mobile phone towers

• Wireless signal management

equipment

• VoIP and optical networks

• Mobile news trucks

• Secure remote access

Consumer• Oil drilling equipment

• Power grid electronics

• Solar panels and win turbines

• Power distribution and green energy

systems

Energy

Featured Commercial Technologies


• >50% of the world’s market share of Electromagnetic Interference

(EMI) filters

• Used to protect critical systems – in medical and industrial products –

in the event of electric or magnetic interference from

weather/atmospheric conditions, solar flares, and nearby electronic

systems

• Go-to expert for challenges related to co-site interference mitigation

• Leading provider of off-the-shelf and custom high reliability microwave

EMIFilters

Wireless

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• Leading provider of off-the-shelf and custom high reliability microwave

filtering products

• Used in cell towers, base stations for applications including wireless

communications and in-flight internet

• Line of award-winning commercial security products

• Used by major service providers and large financial institutions to

enable third party network access since 1982

• 10+ year partnership with Avaya

WirelessCommunicationProducts

Remote AccessProducts

Long-Standing Customer Base


• Long-standing, deep relationships built

on customer collaboration

• No customer over 7.2% of LTM revenue(1)

• 3,000+ customers

Top Customers in alphabetical order

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• 3,000+ customers

• Serve all the key defense contractors and

broad range of Fortune 500 companies

• Supplier to the U.S., U.K and Canadian

governments, with several cleared facilities

• Exposed to multiple end markets


Q1 Business Highlights


• 6% quarter-over-quarter backlog expansion

• Expanded line of radiation-hardened power microelectronics with the

launch of voltage regulators and a new line of Solid State Relays for

satellites and launch vehicles

• Received “Product of the Year” honors from Electronic Products for QBS-

609 1-kW pulsed power amplifier

• Expanded product presence in the radar market with the launch of

industry’s first “stackable building block” solution for AESA radar

Q1Highlights

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industry’s first “stackable building block” solution for AESA radar

Recent Customer Wins

$7.3M order for C4ISR products

from prime contractor$3.0M order for secure communication

products by Fortune 100 prime contractor

Our Footprint


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• Locations throughout the world

• Featured certifications: MIL-PRF-38534

(Class K and H), AS9100, ISO:9001

• Cleared facilities & personnel

• Dept. of State ITAR-Compliant international facilities

• International manufacturing locations are owned by

API, same equipment and processes as U.S. facilities

Location Types

Manufacturing, Design & Sales

Design & Sales

Low-Cost Manufacturing Centers

Quarterly Revenue Trend by Segment ($M)1


58.4

65.9

62.0

68.3

58.8

53.4

58.3

64.2 62.6

59.1 58.9

53.2

56.9 57.8

50.9

40

50

60

70 SSC SSIA EMS

- 20 -(1) Quarters do not include Sensors business (Sold April 2013) and Data Bus product line (Sold July 2013),

now reported as Discontinued Operations

25.0

0

10

20

30

Quarterly Adjusted EBITDA Trend ($M)1


6.1

10.1

8.9 9.3

7.4

6.3

5.2

7.3

8.4

6.3 6.5

4.3

7.8

7.2

6.0

9%

11%

13%

15%

17%

19%

5

6

7

8

9

10

11Adj. EBITDA Adj. EBITDA %

- 21 -(1) Quarters do not include Sensors business (Sold April 2013) and Data Bus product line (Sold July 2013),

now reported as Discontinued Operations

(1.5)

4.3

-7%

-5%

-3%

-1%

1%

3%

5%

7%

-3

-2

-1

0

1

2

3

4

5

May-11 Aug-11 Nov-11 Feb-12 May-12 Aug-12 Nov-12 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 Aug-14 Nov-14 Feb-15

Recent Announcements


New Leadership• Robert Tavares named President and Chief Executive

Officer and appointed to the company’s Board of

Directors effective March 2, 2015.

• Mr. Tavares joins API with 30 years of experience with

leading microelectronics and semiconductor companies;

he most recently served as President of Crane

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he most recently served as President of Crane

Electronics Inc.

Sales Channel Expansion• API announced an expanded agreement with electronic

components distributor TTI, Inc. to carry the company’s

line of RF, microwave, and microelectronics products.

• Partnership broadens API’s worldwide sales network and

provides customers rapid product delivery.



Assets(in $ millions)

Cash & cash equivalents $6.2

Accounts receivable $36.0

Inventory $58.2

Other $2.1

Liabilities & Shareholders’ Equity (in $ millions)

Accounts payable & accrued expenses$28.6

Current debt$10.9

Deferred revenue $2.4

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(1) February 28, 2015(1) February 28, 2015

Total Current $102.5

Fixed assets $29.5

Goodwill, intangibles & other $146.7

Total $278.7

Total Current $41.9

Long-term debt & other $116.3

Deferred taxes & deferred gain $12.3

Total Liabilities $170.5

Total Shareholders’ Equity & Other $108.2

Total $278.7



• 90% sole/primary source positions with recurring revenue streams

• Diverse catalog of highly engineered products

• One of the world’s largest RF and microwave merchant suppliers

• Consistently Adjusted EBITDA profitable


Broad portfolio of IP

with design-in position

Focus on revenue

generation and

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industrial programs

• Significant SAM expansion – to over $6B – through introduction of

new and differentiated products

• Over 25% of revenue from new standard and configurable products

generation and

profitability

Significant market

growth opportunities

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- 25 -

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MANAGEMENT PRESENTATION - API Technologiesapitech.com/.../api-technologies-q1fy15-management-presentation.pdf• 30 years of experience in the microelectronics and semiconductor