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American Power Conversion Reports Record Revenue for the Fourth Quarter and Full Year 2005

Fourth Quarter Revenues Increase 13% and Contribute to Record Revenues in 2005

    GAAP Earnings per Share of $0.09 Include $0.10 Additional Tax Expense

        Board of Directors Approves $200 Million Stock Repurchase Plan

    WEST KINGSTON, R.I., Feb. 2 /PRNewswire-FirstCall/ -- American Power
Conversion Corporation (Nasdaq: APCC) (APC) today reported financial results
for the fourth quarter and full year ended December 31, 2005.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20031003/NEAPCLOGO )
    Revenue for the fourth quarter 2005 was a record $578.6 million, up 13
percent from $510.8 million in the fourth quarter 2004, the tenth consecutive
quarter of double-digit revenue growth, and up 13 percent from $512.3 million
in the third quarter 2005.  Net income for the fourth quarter 2005 was $17.5
million or $0.09 per diluted share, down 67 percent from $52.8 million or
$0.27 per diluted share in the fourth quarter 2004 and a decrease of 64
percent from $48.7 million or $0.24 per diluted share in the third quarter
2005.
    Net income for the fourth quarter 2005 includes $19.9 million or $0.10 per
diluted share in additional income tax expense associated with the
repatriation of $500 million in cash from our foreign subsidiaries under the
American Jobs Creation Act.  Excluding the incremental tax expense, non-GAAP
net income for the fourth quarter 2005 was $37.3 million or $0.19 per diluted
share.  On a non-GAAP basis, fourth quarter 2005 net income decreased 29
percent from fourth quarter 2004 net income and 23 percent from the third
quarter 2005.


    Fourth Quarter 2005 Financial Summary
    (In millions, except per share amounts)


                                               YOY                      QOQ
                     Q4 2005   Q4 2004       Change     Q3 2005      Change
    Revenue          $578.6     $510.8         13 %      $512.3        13 %
    Operating Income  $35.2      $67.2        (48)%       $58.2       (39)%
    Net Income        $17.5      $52.8        (67)%       $48.7       (64)%
    EPS               $0.09      $0.27        (68)%       $0.24       (64)%

    Full Year 2005 Results
    Revenue for the twelve months ended December 31, 2005 was a record $1.98
billion, an increase of 16 percent from $1.70 billion in 2004.  Net income for
the year 2005 was $144.1 million or $0.72 per diluted share, down 21 percent
from $181.5 million or $0.90 per diluted share in 2004.
    Non-GAAP net income for 2005, which excludes the aforementioned
incremental tax charge associated with the repatriation of cash, was $163.9
million or $0.82 per diluted share.  Net income for 2004 includes a net tax
credit of approximately $20.8 million or $0.10 per diluted share associated
with the reversal of income tax provisioning resulting from the favorable
outcome of tax audits by U.S. federal and state taxing authorities, partially
offset by a charge for excess inventory of $11.5 million or $0.04 per diluted
share after-tax.  Excluding these items, non-GAAP net income for 2004 was
$169.2 million or $0.84 per diluted share.  On a non-GAAP basis, full year
2005 net income decreased 3 percent year-over-year.

    Full Year 2005 Financial Summary
    (In millions, except per share amounts)

                                                                      YOY
                                      2005            2004           Change
    Revenue                        $1,979.5        $1,699.9           16 %
    Operating Income                 $187.0          $204.4           (9)%
    Net Income                       $144.1          $181.5          (21)%
    EPS                               $0.72           $0.90          (20)%

    "We are pleased that the investments we have made in innovative products
and service offerings for our customers and partners continued to drive
double-digit revenue growth in the fourth quarter," said Rodger B. Dowdell,
Jr., APC's president and chief executive officer.  "We experienced growth
across all of our product lines and we are particularly proud of the 60% year-
over-year revenue growth for InfraStruXure, our core NCPI solution.  We are
also investing to re-architect our supply chain to drive higher levels of
customer satisfaction and reduce product costs, while simultaneously investing
in the start up of new product lines as well as new factories.  While we are
realizing some benefits of higher volume on our manufacturing costs, as well
as leverage on our operating expenses, we are incurring additional costs to
implement the improvements in our manufacturing and supply chain, which
impacted our gross margin in the quarter."

    Segment Review
    For the fourth quarter and full year 2005, APC reported record revenue in
the Large Systems segment, consisting primarily of 3-phase uninterruptible
power supplies (UPSs), APC Global Services, precision cooling and ancillary
products for data centers, facilities and communication applications.  Fourth
quarter revenue of $143.1 million increased 33 percent year-over-year and 43
percent sequentially.  Full year 2005 Large Systems segment revenue of $429
million was up 33 percent from 2004.
    The Company also reported record Small Systems segment revenue for the
fourth quarter and full year 2005.  Fourth quarter revenue in the Company's
Small Systems segment, which provides power protection, UPS and management
products for the PC, server and networking markets, was $413 million, up 9
percent year-over-year and up 6 percent sequentially.  For the full year, the
Small Systems segment increased 13 percent to approximately $1.5 billion.

    Business Outlook
    Dowdell continued, "As we implement initiatives to transform APC into a
lean, ambidextrous, customer-centric enterprise, we expect to begin to see the
benefits of the improvements in our global supply chain, distribution, and
manufacturing operations throughout the year.  We believe that now is the time
to invest in continuing the momentum that is building in our ISX business and,
as this business grows, we will continue to work on optimizing our margins.
For 2005, growing our top line at approximately three times the growth rate of
the global IT market implies we are effectively addressing our customers' real
problems. Most importantly, we are investing to win InfraStruXure customers
today in order to benefit from their follow-on business tomorrow."

    Common Stock Repurchase Program
    The Company announced that its Board of Directors approved a stock
repurchase program authorizing up to $200 million to repurchase outstanding
shares of APC's common stock. The purchases would be made on the open market
based on market and business factors. The duration of the repurchase program
is two years but may be suspended or discontinued at any time without prior
notice.  "The actions taken by our Board of Directors to authorize a stock
buyback program demonstrate our confidence in APC's future," said Dowdell.

    Non-GAAP Results
    The Company believes that the non-GAAP results, i.e., results excluding
certain charges or one-time events, described in this release for the fourth
quarter 2005 and full year 2005 and 2004, are useful for an understanding of
its ongoing operations because GAAP (generally accepted accounting principles)
results include financial results not expected to be part of the Company's
ongoing business.  Specifically, the Company does not currently believe the
charges and one-time events items outlined in this release for the fourth
quarter 2005, full year 2005 and full year 2004 will recur in future quarters.
The Company cautions that non-GAAP results are not a substitute for GAAP
results.  A comparison and reconciliation from non-GAAP to GAAP results is
included in the financial statements accompanying this release.

    Conference Call and Webcast
    In conjunction with the fourth quarter and full year 2005 earnings
announcement, APC management is hosting a conference call to discuss the
Company's results.  This conference call will be held today, February 2, at
5:00 p.m. Eastern time and will be available live and archived, in its
entirety, to the public via the Company's Web site at investor.apcc.com or
live by dialing 913-981-4901.  A replay will be accessible via telephone at
approximately 8:00 p.m. on February 2 by dialing 719-457-0820 and entering the
access code 2840317 and will continue through February 9 at midnight Eastern
Time.

    Safe Harbor Provision
    This press release contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995.  All
statements in this press release that do not describe historical facts, such
as statements concerning the Company's future plans or prospects and those
contained in the "Business Outlook" section of the press release, are forward-
looking statements.  All forward-looking statements are not guarantees and are
subject to risks and uncertainties that could cause actual results to differ
from those projected.  The factors that could cause actual results to differ
materially include the following: the Company's ability to improve the
execution of its operations processes and eliminate operational waste and
excess expense; depending on market circumstances, the Company may not start
or complete the stock repurchase program; costs to maintain compliance with
the provisions of the Sarbanes-Oxley Act of 2002 are greater than currently
anticipated; the impact of increasing competition which could adversely affect
the Company's revenues and profitability; the impact of foreign currency
exchange rate fluctuations; the impact on demand, component availability and
pricing, and logistics, and the disruption of manufacturing operations that
result from labor disputes, war, acts of terrorism or political instability;
ramp up, expansion, transfer and rationalization of global manufacturing
capacity; the potential impact of complying with changing environmental
regulations; impact on order management and fulfillment, financial reporting
and supply chain management processes as a result of the Company's reliance on
a variety of computer systems, including Oracle 11i which is periodically
upgraded; the discovery of a latent defect in any of the Company's products;
the Company's ability to effectively align operating expenses and production
capacity with the current demand environment; general worldwide economic
conditions, and, in particular, the possibility that the PC and related
markets decline; growth rates in the power protection industry and related
industries; product mix changes and the potential negative impact on gross
margins from such changes; changes in the seasonality of demand patterns;
inventory risks due to shifts in market demand; component constraints,
shortages, pricing and quality; risk of nonpayment of accounts receivable; the
uncertainty of the litigation process including risk of an unexpected,
unfavorable result of current or future litigation; and the risks described
from time to time in the Company's filings with the Securities and Exchange
Commission.

    About American Power Conversion
    Founded in 1981, American Power Conversion (Nasdaq: APCC) (APC) is a
leading provider of global, end-to-end solutions for real-time infrastructure.
APC's comprehensive products and services for home and corporate environments
improve the availability, manageability and performance of sensitive
electronic, network, communication and industrial equipment of all sizes.  APC
offers a wide variety of products for network-critical physical infrastructure
including InfraStruXure(TM), its revolutionary architecture for on-demand data
centers, as well as physical threat management products through the company's
NetBotz(R) division.  These products and services help companies increase the
availability and reliability of their IT systems.  Headquartered in West
Kingston, Rhode Island, APC reported sales of $2.0 billion for the year ended
December 31, 2005, and is a Fortune 1000, Nasdaq 100 and S&P 500 Company.  All
trademarks are the property of their owners.  Additional information about APC
and its global end-to-end solutions is available at http://www.apc.com or by
calling 800-877-4080.

    For more information contact:
    Investors: Richard Thompson, chief financial officer, 401-789-5735, ext.
2325, Richard.thompson@apcc.com
    Media: Chet Lasell, APC director, public relations-North America, 800-788-
2208 ext. 2693, chet.lasell@apcc.com



 Supplemental Financial Information for American Power Conversion Corporation

    Fourth Quarter 2005 Financial Summary
    (In millions, except per share amounts)
                                                YOY                     QOQ
                    Q4 2005        Q4 2004     Change    Q3 2005      Change
    Revenue          $578.6         $510.8      13 %      $512.3        13 %
    Operating Income  $35.2          $67.2     (48)%       $58.2       (39)%
    Net Income        $17.5          $52.8     (67)%       $48.7       (64)%
    EPS               $0.09          $0.27     (68)%       $0.24       (64)%


    Fourth Quarter Segment Summary
                                                 YOY                  QOQ
                         Q4 2005     Q4 2004   Change    Q3 2005    Change
    Revenue (In millions)
    Small Systems         $413.2      $380.0      9 %     $390.3       6 %
     % of revenue           72 %        75 %                76 %
    Large Systems         $143.1      $107.7     33 %     $100.4      43 %
     % of revenue           25 %        21 %                20 %
    Other                  $18.3       $19.3     (6)%      $18.5      (2)%
     % of revenue            3 %         4 %                 4 %
    Shipping and
     Handling               $4.0        $3.8                $3.1
    Net Sales             $578.6      $510.8     13 %     $512.3      13 %

                                           YOY Basis               QOQ Basis
                   Q4 2005     Q4 2004   Point Change   Q3 2005  Point Change
    Gross Margin Percentage

    Small Systems   40.2 %       48.1 %      (790)        44.8 %       (460)
    Large Systems   20.9 %       23.8 %      (290)        16.4 %        450
    Other           56.9 %       54.8 %       210         60.4 %       (340)


    Fourth Quarter Geographic Summary
                                                YOY                     QOQ
                  Q4 2005      Q4 2004       Change     Q3 2005      Change
    Revenue (In millions)
    Americas       $291.4       $241.9         21 %      $268.3         9 %
     % of revenue    50 %         48 %                     52 %
    EMEA           $185.6       $179.8          3 %      $148.9        25 %
     % of revenue    32 %         35 %                     29 %
    Asia           $101.6        $89.1         14 %       $95.1         7 %
     % of revenue    18 %         17 %                     19 %
    Net Sales      $578.6       $510.8         13 %      $512.3        13 %

    Note: YOY = year-over-year
          QOQ = quarter-over-quarter

    Full Year 2005 Financial Summary
    (In millions, except per share amounts)
                                                                     YOY
                                      2005            2004         Change
    Revenue                        $1,979.5        $1,699.9          16 %
    Operating Income                 $187.0          $204.4          (9)%
    Net Income                       $144.1          $181.5         (21)%
    EPS                               $0.72           $0.90         (20)%


    Full Year 2005 Segment Summary
                                                                     YOY
                                      2005            2004          Change
    Revenue (In millions)
    Small Systems                  $1,467.2        $1,300.2          13 %
     % of revenue                      75 %            77 %
    Large Systems                    $429.0          $322.1          33 %
     % of revenue                      22 %            19 %
    Other                             $70.5           $66.0           7 %
     % of revenue                       3 %             4 %
    Shipping and
     Handling                         $12.8           $11.6
    Net Sales                      $1,979.5        $1,699.9          16 %

                                                                  YOY Basis
                                      2005            2004       Point Change
    Gross Margin Percentage

    Small Systems                    44.2 %          48.2 %         (400)
    Large Systems                    19.4 %          19.7 %          (30)
    Other                            58.3 %          61.2 %         (290)


    Full Year 2005 Geographic Summary
                                                                     YOY

                                      2005             2004        Change
    Revenue (In millions)
    Americas                       $1,021.8          $843.0          21 %
     % of revenue                      52 %            50 %
    EMEA                             $591.4          $547.2           8 %
     % of revenue                      30 %            32 %
    Asia                             $366.3          $309.7          18 %
     % of revenue                      18 %            18 %
    Net Sales                      $1,979.5        $1,699.9          16 %

    Note: YOY = year-over-year
          QOQ = quarter-over-quarter


             AMERICAN POWER CONVERSION CORPORATION & SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                 IN THOUSANDS
                                 (UNAUDITED)

                                                  DECEMBER 31,    DECEMBER 31,
                                                      2005            2004

    CURRENT ASSETS
    CASH AND CASH EQUIVALENTS                       $262,414        $72,721
    SHORT TERM INVESTMENTS                           511,181        642,853
    ACCOUNTS RECEIVABLE, NET                         374,694        327,547
    INVENTORIES                                      541,823        465,927
    PREPAID EXPENSES AND
     OTHER CURRENT ASSETS                             59,181         39,294
    DEFERRED INCOME TAXES                             72,864         57,018
    TOTAL CURRENT ASSETS                           1,822,157      1,605,360

    PROPERTY, PLANT & EQUIPMENT                      459,736        420,102
    LESS: ACCUMULATED DEPRECIATION
     AND AMORTIZATION                                293,692        265,251
    NET PROPERTY, PLANT & EQUIPMENT                  166,044        154,851

    LONG TERM INVESTMENTS                                562          5,542
    GOODWILL                                          15,781          7,179
    OTHER INTANGIBLES, NET                            36,115         39,627
    DEFERRED INCOME TAXES                             29,702         28,687
    OTHER ASSETS                                       5,101          2,626

    TOTAL ASSETS                                  $2,075,462     $1,843,872

    CURRENT LIABILITIES
    ACCOUNTS PAYABLE                                $176,345       $132,213
    ACCRUED EXPENSES                                 204,702        182,621
    INCOME TAXES PAYABLE                              39,755         11,330
    TOTAL CURRENT LIABILITIES                        420,802        326,164

    DEFERRED TAX LIABILITY                            14,911         15,449

    TOTAL LIABILITIES                                435,713        341,613

    SHAREHOLDERS' EQUITY
    COMMON STOCK                                       1,958          1,921
    ADDITIONAL PAID-IN CAPITAL                       131,862         60,081
    RETAINED EARNINGS                              1,504,093      1,437,691
    ACCUMULATED OTHER
     COMPREHENSIVE INCOME                              1,836          2,566
    TOTAL SHAREHOLDERS' EQUITY                     1,639,749      1,502,259

    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                         $2,075,462     $1,843,872

    Note: The data reported above are based on an unaudited balance sheet, but
          include all adjustments that the Company considers necessary for a
          fair presentation of financial condition for this period.



             AMERICAN POWER CONVERSION CORPORATION & SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    IN THOUSANDS EXCEPT PER SHARE AMOUNTS
                                 (UNAUDITED)

                                                   FOR THE THREE MONTHS ENDED
                                                   DECEMBER 31,  DECEMBER 31,
                                                      2005           2004

    NET SALES                                       $578,634       $510,792

    COST OF GOODS SOLD                               390,881        304,196

    GROSS PROFIT                                     187,753        206,596

    MARKETING, SELLING, GENERAL
     AND ADMINISTRATIVE                              127,166        115,374

    RESEARCH AND DEVELOPMENT                          25,345         24,007

    TOTAL OPERATING EXPENSES                         152,511        139,381

    OPERATING INCOME                                  35,242         67,215

    OTHER INCOME, NET                                  7,446          3,248

    EARNINGS BEFORE INCOME TAXES                      42,688         70,463

    INCOME TAXES                                      25,202         17,615

    NET INCOME                                       $17,486        $52,848

    DILUTED EARNINGS PER SHARE                         $0.09          $0.27

    DILUTED WEIGHTED AVERAGE
     SHARES OUTSTANDING                              200,316        196,456

    Note: The data reported above are based on unaudited statements of income,
          but include all adjustments that the Company considers necessary for
          a fair presentation of results for these periods.
          Net income for the fourth quarter of 2005 includes income tax
          expense of approximately $19.9 million or $0.10 per share associated
          with the American Jobs Creation Act. Excluding this item, non-GAAP
          net income for the fourth quarter of 2005 was $37.3 million or $0.19
          per share.

  The following table details a reconciliation from Non-GAAP amounts to U.S.
                        GAAP and effects of this item:

                                           FOR THE THREE MONTHS ENDED
                                                DECEMBER 31, 2005
                                                                       Per
                                                                     Diluted
                                         Pretax      Net of Tax       Share

    Non-GAAP income, excluding charges  $42,688        $37,346        $0.19

    Items excluded from non-GAAP
     results:
      American Jobs Creation Act
      Income tax expense                     --        (19,860)       (0.10)

    GAAP income, including charges      $42,688        $17,486        $0.09



             AMERICAN POWER CONVERSION CORPORATION & SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                    IN THOUSANDS EXCEPT PER SHARE AMOUNTS
                                 (UNAUDITED)

                                                 FOR THE TWELVE MONTHS ENDED
                                                 DECEMBER 31,   DECEMBER 31,
                                                     2005           2004

    NET SALES                                     $1,979,532     $1,699,877

    COST OF GOODS SOLD                             1,260,407      1,017,981

    GROSS PROFIT                                     719,125        681,896

    MARKETING, SELLING, GENERAL
     AND ADMINISTRATIVE                              441,640        391,829

    RESEARCH AND DEVELOPMENT                          90,520         85,618

    TOTAL OPERATING EXPENSES                         532,160        477,447

    OPERATING INCOME                                 186,965        204,449

    OTHER INCOME, NET                                 21,877          9,711

    EARNINGS BEFORE INCOME TAXES                     208,842        214,160

    INCOME TAXES                                      64,761         32,705

    NET INCOME                                      $144,081       $181,455

    DILUTED EARNINGS PER SHARE                         $0.72          $0.90

    DILUTED WEIGHTED AVERAGE
     SHARES OUTSTANDING                              199,798        201,658

    Note: The data reported above are based on unaudited statements of income,
          but include all adjustments that the Company considers necessary for
          a fair presentation of results for these periods.
          Net income for the year ended December 31, 2005 includes income tax
          expense of approximately $19.9 million or $0.10 per share associated
          with the American Jobs Creation Act. Excluding this item, non-GAAP
          net income for the year of 2005 was $163.9 million or $0.82 per
          share.

  The following table details a reconciliation from Non-GAAP amounts to U.S.
                        GAAP and effects of this item:

                                               FOR THE TWELVE MONTHS ENDED
                                                    DECEMBER 31, 2005
                                                                       Per
                                                                     Diluted
                                            Pretax      Net of Tax    Share

    Non-GAAP income, excluding charges     $208,842      $163,941     $0.82

    Items excluded from non-GAAP
     results:
      American Jobs Creation Act
      Income tax expense                         --       (19,860)    (0.10)

    GAAP income, including charges         $208,842      $144,081     $0.72


    Net income for the year ended December 31, 2004 includes a net tax credit
of approximately $20.8 million or $0.10 per share associated with the reversal
of income tax provisioning resulting from the favorable outcome of recent tax
audits by U.S. federal and state taxing authorities, partially offset by a
charge for excess inventory of $11.5 million, or $0.04 per share after-tax.
Excluding these items, non-GAAP net income for the year of 2004 was $169.2
million or $0.84 per share.

  The following table details a reconciliation from Non-GAAP amounts to U.S.
                       GAAP and effects of these items:

                                               FOR THE TWELVE MONTHS ENDED
                                                    DECEMBER 31, 2004
                                                                       Per
                                                                     Diluted
                                            Pretax    Net of Tax      Share

    Non-GAAP income, excluding charges    $225,660      $169,246      $0.84

    Items excluded from non-GAAP
     results:
      Charge for excess inventory in COGS  (11,500)       (8,625)     (0.04)
      Tax reserve adjustment                    --        20,834       0.10

    GAAP income, including charges        $214,160      $181,455      $0.90



SOURCE American Power Conversion




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Related links:
  • http://www.apc.com
    Company News On-Call:
  • http://www.prnewswire.com/comp/046187.html
    CONTACT:
    Investors: Richard Thompson, chief financial
    officer, +1-401- 789-5735, ext. 2325, Richard.thompson@apcc.com,
    or Media: Chet Lasell, APC director, public relations-North
    America, +1-800-788-2208, ext. 2693, chet.lasell@apcc.com, both
    of American Power Conversion
    Photo: http://www.newscom.com/cgi-bin/prnh/20031003/NEAPCLOGO AP
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