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American Power Conversion Reports Third Quarter 2005 Financial Results

   Founded in 1981, American Power Conversion (Nasdaq: APCC) is a leading global provider of high availability systems for network-critical physical infrastructure. APC's comprehensive products and services, designed for both home and corporate environments, improve the availability, manageability and performance of sensitive electronic, network, communication and industrial equipment of all sizes. Headquartered in West Kingston, Rhode Island, APC reported sales of $1.7 billion for the year ended December 31, 2004, and is a Fortune 1000, Nasdaq 100 and S&P 500 Company. All trademarks are the property of their owners. (PRNewsFoto)

WEST KINGSTON, RI USA
    WEST KINGSTON, R.I., Oct. 26 /PRNewswire-FirstCall/ -- American Power
Conversion Corporation (Nasdaq: APCC) (APC) today reported financial results
for the third quarter 2005.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20031003/NEAPCLOGO )
    Revenue for the third quarter 2005 was $512.3 million, up 16 percent from
$441.7 million in the third quarter 2004 and up 7 percent sequentially from
$480.6 million in the second quarter 2005.  Net income for the third quarter
2005 was $48.7 million or $0.24 per diluted share, a decrease of 28 percent
from $67.2 million or $0.34 per diluted share in the third quarter 2004 and up
16 percent sequentially from $41.9 million or $0.21 per diluted share in the
second quarter 2005.
    On a non-GAAP basis, net income for the third quarter 2005 decreased 11
percent year-over-year.  Net income for the third quarter of 2004 included 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 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 third quarter
of 2004 was $55.0 million or $0.28 per share.


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

                                             YOY                     QOQ
                  Q3 2005      Q3 2004       Change     Q2 2005      Change
    Net Sales      $512.3       $441.7         16 %      $480.6         7 %
    Operating
     Income         $58.2        $59.3         (2)%       $49.9        17 %
    Net Income      $48.7        $67.2        (28)%       $41.9        16 %
    Diluted EPS     $0.24        $0.34        (28)%       $0.21        16 %


    "APC's strong top line sales momentum continued in the third quarter, with
the ninth consecutive quarter of double digit year-over-year revenue growth as
well as double-digit growth in all reporting segments and growth in all major
geographies," said Rodger B. Dowdell, Jr., APC's president and chief executive
officer.  "We are very pleased with the progress we are making relative to
growing our business, in particular in the network-critical physical
infrastructure (NCPI) space, but we are disappointed with our earnings
performance."
    "During our quarterly close process, we learned that in addition to
pricing and product mix, higher operational costs, particularly within the
global supply chain and logistics areas, ultimately impacted gross margins
year-over-year," continued Dowdell.  "While these costs are associated with
long-term objectives to drive higher levels of customer satisfaction and
reduce manufacturing costs, the short-term impact has been negative to our
bottom line and is not acceptable.  We are focusing our efforts on improving
the execution of our processes."

    Segment and Geographic Review
    For the third quarter 2005, APC experienced year-over-year revenue growth
in all segments and major geographic regions.  Large Systems segment revenue
of $100.4 million, consisting primarily of 3-phase uninterruptible power
supplies (UPSs), APC Global Services, precision cooling and ancillary products
for data centers, facilities and communication applications, grew 28 percent
year-over-year while declining 4 percent sequentially.  The Large Systems
segment was 20 percent of the company's third quarter revenue.
InfraStruXure(TM), APC's revolutionary architecture for on-demand data
centers, and the products and services that make up the solution, remain the
leading driver of growth in this segment increasing more than 60 percent year-
over-year.
    The Small Systems segment, which provides power protection, UPS and
management products for the PC, server and networking markets, grew 14 percent
year-over-year and 10 percent sequentially to $390.3 million.  As a percentage
of APC quarterly product revenue, the Small Systems segment was 76 percent in
the quarter.  APC's desktop UPSs, network UPSs, particularly higher kVA and
on-line Smart-UPS(R), and InfraStruXure related products drove continued
growth in this core piece of the business.
    Geographically, APC posted solid revenue growth across all major regions.
The Americas region (North and Latin America) represented 52 percent of third
quarter revenue and increased 19 percent year-over-year and 4 percent
sequentially.  In Europe, the Middle East and Africa (EMEA), third quarter
revenue represented 29 percent of total APC quarterly revenue.  The EMEA
region increased 8 percent year-over-year and 6 percent sequentially.
Finally, third quarter revenue in Asia was 19 percent of total company revenue
in the quarter.  Asia grew 22 percent year-over-year and 15 percent
sequentially.  Currency did not have a notable impact on overall year-over-
year growth.

    Business Outlook
    "Although the quarter came with some disappointments, I want to reiterate
that overall we are pleased with our performance and the progress we are
making toward our goals," explained Dowdell.  "While we are happy to see some
leverage in our investments as revenue growth outpaced operating expense
growth, we are not backing down from spending and our plans call for continued
investments in this area to meet our long-term objectives and drive our top
line.  We are also focused on identifying ways to help drive waste and excess
expense out of our operations, and while this is not something that will
happen overnight, we are committed to operating as cost-effectively and
efficiently as possible.  Some factors, including product and segment mix,
material costs, and currency, will continue to be unpredictable but I believe
we can do a better job with the areas within our control.
    "Finally, as an example of the strategic investments we are making to
build our business, we recently expanded our NCPI offerings with the purchase
of NetBotz, Inc.," continued Dowdell.  "The technology NetBotz brings to APC
is a perfect fit for enhancing security and management of NCPI applications,
key platforms we have identified as essential components of a complete NCPI
solution.  This acquisition is an example of the commitment we have to
continuously deliver increased value to our customers with the industry's most
complete and innovative offerings, and we have already uncovered incremental
potential opportunities."

    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 third
quarter 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 charge for excess
inventories and the reduction in income tax recorded during the third quarter
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 third quarter 2005 earnings announcement, APC
management is hosting a conference call to discuss the Company's results as
well as current expectations regarding future performance.  This conference
call will be held today, October 26, at 5:00 PM Eastern time and will be
available live and archived, in its entirety, to the public via the Company's
Web site at http://investor.apcc.com or live by dialing 913-981-5522.  A
replay will be accessible via telephone at approximately 8:00 PM on October 26
by dialing 719-457-0820 and entering the access code 2734657 and will continue
through November 2 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; 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.  The Company cautions readers not
to place undue reliance on any such forward-looking statements, which speak
only as of the date they are made.  The Company disclaims any obligation to
publicly update or revise any such statements to reflect any change in Company
expectations or in events, conditions, or circumstances on which any such
statements may be based, or that may affect the likelihood that actual results
will differ from those set forth in the forward-looking statements.

    About American Power Conversion
    Founded in 1981, American Power Conversion (Nasdaq: APCC) is a leading
provider of global, end-to-end infrastructure availability solutions.  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.
Headquartered in West Kingston, Rhode Island, APC reported sales of $1.7
billion for the year ended December 31, 2004, and is a Fortune 1000, Nasdaq
100 and S&P 500 Company.  Additional information about APC and its global end-
to-end solutions can be found at http://www.apc.com or by calling 800-877-
4080.  All trademarks are the property of their owners.

     For more information contact:
     Investors:
     Richard Thompson, chief financial officer,
     401-789-5735, ext. 2325, Richard.thompson@apcc.com
     Debbie Hancock, director, investor relations,
     401-789-5735, ext. 2994, Debbie.hancock@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

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

                                             YOY                     QOQ
                  Q3 2005      Q3 2004       Change     Q2 2005      Change
    Net Sales      $512.3       $441.7         16 %      $480.6         7 %
    Operating
     Income         $58.2        $59.3         (2)%       $49.9        17 %
    Net Income      $48.7        $67.2        (28)%       $41.9        16 %
    Diluted EPS     $0.24        $0.34        (28)%       $0.21        16 %


    Third Quarter 2005 Segment Summary
                                             YOY                     QOQ
                  Q3 2005      Q3 2004       Change     Q2 2005      Change
    Revenue (In millions)
    Small Systems  $390.3       $343.6         14 %      $356.2        10 %
      % of revenue   76 %         78 %                     75 %
    Large Systems  $100.4        $78.2         28 %      $104.9        (4)%
      % of revenue   20 %         18 %                     22 %
    Other           $18.5        $16.8         10 %       $16.4        13 %
      % of revenue    4 %          4 %                      3 %
    Shipping and
     Handling        $3.1         $3.1                     $3.1
    Net Sales      $512.3       $441.7         16 %      $480.6         7 %

                                          YOY Basis             QOQ Basis
                  Q3 2005      Q3 2004    Point Change  Q2 2005  Point Change
    Gross Margin Percentage

    Small Systems  44.8 %       49.1 %        (430)      45.2 %        (40)
    Large Systems  16.4 %       22.3 %        (590)      18.3 %       (190)
    Other          60.3 %       66.2 %        (590)      56.5 %         380

    Third Quarter 2005 Geographic Summary
                                             YOY                     QOQ
                  Q3 2005      Q3 2004       Change     Q2 2005      Change
    Revenue (In millions)
    Americas       $268.3       $226.1         19 %      $257.8         4 %
      % of revenue   52 %         51 %                     54 %
    EMEA           $148.9       $137.7          8 %      $140.2         6 %
      % of revenue   29 %         31 %                     29 %
    Asia            $95.1        $77.9         22 %       $82.6        15 %
      % of revenue   19 %         18 %                     17 %
    Net Sales      $512.3       $441.7         16 %      $480.6         7 %

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


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

                                       SEPTEMBER 25, 2005  DECEMBER 31, 2004

    CURRENT ASSETS
    CASH AND CASH EQUIVALENTS                       $161,501        $72,721
    SHORT TERM INVESTMENTS                           622,902        642,853
    ACCOUNTS RECEIVABLE, NET                         386,101        327,547
    INVENTORIES                                      487,224        465,927
    PREPAID EXPENSES AND
     OTHER CURRENT ASSETS                             53,817         39,294
    DEFERRED INCOME TAXES                             57,597         57,018
    TOTAL CURRENT ASSETS                           1,769,142      1,605,360

    PROPERTY, PLANT & EQUIPMENT                      442,396        420,102
    LESS: ACCUMULATED DEPRECIATION
     AND AMORTIZATION                                287,996        265,251
    NET PROPERTY, PLANT & EQUIPMENT                  154,400        154,851

    LONG TERM INVESTMENTS                                493          5,542
    GOODWILL                                           7,179          7,179
    OTHER INTANGIBLES, NET                            30,752         39,627
    DEFERRED INCOME TAXES                             36,750         28,687
    OTHER ASSETS                                       5,637          2,626

    TOTAL ASSETS                                  $2,004,353     $1,843,872

    CURRENT LIABILITIES
    ACCOUNTS PAYABLE                                 142,831       $132,213
    ACCRUED EXPENSES                                 198,303        182,621
    INCOME TAXES PAYABLE                              18,874         11,330
    TOTAL CURRENT LIABILITIES                        360,008        326,164

    DEFERRED TAX LIABILITY                            16,350         15,449

    TOTAL LIABILITIES                                376,358        341,613

    SHAREHOLDERS' EQUITY
    COMMON STOCK                                       1,953          1,921
    ADDITIONAL PAID-IN CAPITAL                       117,973         60,081
    RETAINED EARNINGS                              1,506,155      1,437,691
    ACCUMULATED OTHER
     COMPREHENSIVE INCOME                              1,914          2,566
    TOTAL SHAREHOLDERS' EQUITY                     1,627,995      1,502,259

    TOTAL LIABILITIES AND
     SHAREHOLDERS' EQUITY                         $2,004,353     $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
                                        SEPTEMBER 25, 2005 SEPTEMBER 26, 2004

    NET SALES                                       $512,289       $441,671

    COST OF GOODS SOLD                               323,633        264,985

    GROSS PROFIT                                     188,656        176,686

    MARKETING, SELLING, GENERAL
     AND ADMINISTRATIVE                              108,276         95,623

    RESEARCH AND DEVELOPMENT                          22,200         21,762

    TOTAL OPERATING EXPENSES                         130,476        117,385

    OPERATING INCOME                                  58,180         59,301

    OTHER INCOME, NET                                  5,448          2,475

    EARNINGS BEFORE INCOME TAXES                      63,628         61,776

    INCOME TAXES                                      14,953        (5,390)

    NET INCOME                                       $48,675        $67,166

    DILUTED EARNINGS PER SHARE                         $0.24          $0.34

    DILUTED WEIGHTED AVERAGE
     SHARES OUTSTANDING                              200,740        199,208

    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 third quarter of 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 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 third quarter of 2004 was $55.0 million or $0.28 per
          share.


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

                                         FOR THE THREE MONTHS ENDED
                                             SEPTEMBER 26, 2004
                                                                      Per
                                                                  Diluted
                                     Pretax      Net of Tax         Share

    Non-GAAP income,
     excluding charges              $73,276         $54,957         $0.28

    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  $61,776         $67,166         $0.34


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

                                                  FOR THE NINE MONTHS ENDED
                                      SEPTEMBER 25, 2005  SEPTEMBER 26, 2004

    NET SALES                                     $1,400,898     $1,189,085

    COST OF GOODS SOLD                               869,526        713,785

    GROSS PROFIT                                     531,372        475,300

    MARKETING, SELLING, GENERAL
     AND ADMINISTRATIVE                              314,474        276,455

    RESEARCH AND DEVELOPMENT                          65,175         61,611

    TOTAL OPERATING EXPENSES                         379,649        338,066

    OPERATING INCOME                                 151,723        137,234

    OTHER INCOME, NET                                 14,431          6,463

    EARNINGS BEFORE INCOME TAXES                     166,154        143,697

    INCOME TAXES                                      39,559         15,090

    NET INCOME                                      $126,595       $128,607

    DILUTED EARNINGS PER SHARE                         $0.63          $0.63

    DILUTED WEIGHTED AVERAGE
     SHARES OUTSTANDING                              199,686        203,472

    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 first nine months of 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 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 first nine months of 2004 was $116.4
          million or $0.57 per share.


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

                                         FOR THE NINE MONTHS ENDED
                                             SEPTEMBER 26, 2004
                                                                      Per
                                                                  Diluted
                                     Pretax      Net of Tax         Share

    Non-GAAP income,
     excluding charges             $155,197        $116,398         $0.57

    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 $143,697        $128,607         $0.63



SOURCE American Power Conversion




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    Photo Notes:http://www.newscom.com/cgi-bin/prnh/20031003/NEAPCLOGO
    AP Archive: http://photoarchive.ap.org PRN Photo Desk
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    CONTACT:
    Richard Thompson, Chief Financial Officer,
    +1-401-789-5735, ext. 2325, Richard.thompson@apcc.com, or Debbie
    Hancock, Director, Investor Relations, +1-401-789-5735, ext.
    2994, Debbie.hancock@apcc.com, or Chet Lasell, Director, Public
    Relations, +1-800-788-2208 ext. 2693, chet.lasell@apcc.com, all
    of American Power Conversion