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American Power Conversion Reports Third Quarter 2006 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 UNITED STATES
           Revenue Increases 21 Percent to a Record $621 Million

    WEST KINGSTON, R.I., Nov. 2 /PRNewswire-FirstCall/ -- American Power
Conversion Corporation (Nasdaq: APCC) (APC) today reported financial
results for the third quarter ended September 24, 2006.
    (Logo: http://www.newscom.com/cgi-bin/prnh/20031003/NEAPCLOGO )
    Revenue for the third quarter 2006 was a record $621.3 million, up 21
percent from $512.3 million in the third quarter 2005 and up 11 percent
sequentially from $560.0 million in the second quarter 2006. Net income for
the third quarter 2006 was $45.1 million or $0.24 per diluted share, down 7
percent from $48.7 million or $0.24 per diluted share in the third quarter
2005 and up 83 percent from $24.7 million or $0.13 per diluted share in the
second quarter 2006.
    Net income for the third quarter of 2006 includes several previously
announced items:
    * $6.1 million in costs, consisting primarily of employee severance costs,
      associated with workforce reduction actions announced in June and
      September.
    * $1.5 million for severance payments to the company's former president
      and CEO, Rodger B. Dowdell, Jr., in accordance with the previously
      disclosed severance and compensation agreement between the company and
      Mr. Dowdell.
    * A net tax benefit of $12.9 million or $0.07 per share associated with
      the adjustment of income tax provisioning resulting from recent tax
      audits.
    Adjusted for these items, non-GAAP net income in the third quarter was
$38.1 million or $0.20 per share, down 22 percent from the third quarter
2005 and up 54 percent from the second quarter 2006.
    Third Quarter 2006 Financial Summary
    (In millions, except per share amounts)

                                                  YOY                  QOQ
                      Q3 2006      Q3 2005     Change     Q2 2006    Change
    Revenue            $621.3       $512.3       21 %      $560.0      11 %
    Operating Income    $36.8        $58.2      (37)%       $27.0      36 %
    Net Income          $45.1        $48.7       (7)%       $24.7      83 %
    Diluted EPS         $0.24        $0.24       (3)%       $0.13      85 %
    "Our business was strong during the third quarter, reaching record
revenue levels, accelerating revenue growth and achieving the thirteenth
straight quarter of double-digit year-over-year revenue growth," said Rob
Johnson, APC's president and chief executive officer. "In addition to
strong revenue growth, sequential improvements in gross margin coupled with
operating expense growth of just five percent sequentially helped drive a
greater than 50 percent increase in non-GAAP net income sequentially."
    Small Systems segment gross margin increased sequentially to 43.0
percent, or 1.5 percentage points, as a result of higher Smart-UPS(R)
family sales and price increases in the segment. Large Systems segment
gross margin, however, declined sequentially to 15.9 percent, or 2.6
percentage points, as the result of improved product mix in the segment
offset by higher service costs.
    "We recently announced a definitive merger agreement with Schneider
Electric," continued Johnson. "The complementary nature of our solutions
and businesses will deliver customers globally industry leading solutions
from the data center to the living room and expand the sales and support
system for our InfraStruXure(R) architecture. Both companies have a
dedication to innovation and customer service that make our combined
enterprise an even stronger player in the industry."
    Segment Review
    For the third quarter 2006, revenue in APC's 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, increased 35 percent
year-over-year to $135.9 million. Continued year-over-year growth in
products for APC's InfraStruXure architecture, including Symmetra(R)
three-phase UPSs, as well as strong demand for the company's broadband
power products, drove the segment's strong top line performance.
    The Small Systems segment, which provides power protection, UPS and
management products for the PC, server and networking markets, continued
posting healthy results, increasing 18 percent year-over-year to $460.0
million. The segment's solid revenue growth stemmed from demand for APC's
online single-phase Smart-UPS solution, the Smart-UPS RT, as well as Back-
UPS(R) desktop UPSs and InfraStruXure architecture components, including
racks and power distribution.
    Business Outlook
    "The demand drivers in our industry, particularly relating to powering
and cooling the data center, continue to be strong and we are very excited
about the opportunities ahead of APC," continued Johnson.
    Additionally, associated with previously announced workforce
reductions, APC anticipates recognizing approximately $4 to $6 million in
costs in addition to those costs recognized in the third quarter. These
costs will be predominantly in the fourth quarter of 2006 and will consist
primarily of employee severance costs.
    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 2006, 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
reduction in income tax recorded during the third quarter 2006, the
severance payment to its former CEO or the third quarter restructuring
actions 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 light of the merger agreement announced earlier this week with
Schneider Electric, APC will not be hosting a conference call to discuss
its third quarter 2006 financial results.
    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(R), 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 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 respective owners.
    Additional Information Relating to the Merger and Where to Find It
    APC will file a proxy statement with the U.S. Securities and Exchange
Commission (SEC) in connection with the proposed transaction. Investors are
urged to read any such proxy statement, when available, which will contain
important information. The proxy statement will be, and other documents
filed by APC with the SEC are, available free of charge at the SEC's
website (http://www.sec.gov) or from APC by directing a request to American
Power Conversion Corporation, 132 Fairgrounds Road, West Kingston, Rhode
Island 02892, Attention: Investor Relations (telephone 401-789-5735), or
from APC's website at http://www.apcc.com.
    APC, Schneider and their respective directors, executive officers and
other employees may be deemed to be participating in the solicitation of
proxies from APC shareholders in connection with the approval of the
proposed transaction. Information about APC's directors and executive
officers is available in APC's proxy statements and Annual Reports on Form
10-K previously filed with the SEC. Information about Schneider's directors
and executive officers is available from its 2005 Annual Report, which can
be obtained for free from its website at http://www.schneider-electric.com,
and will also be available in a Schedule 13D to be filed by Schneider with
the SEC. Additional information about the interests of potential
participants will be included in the proxy statement APC will file with the
SEC.
    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. While not exhaustive, the
factors that could cause actual results to differ include the following:
The ability of APC and Schneider to gain regulatory and shareholder
approval for the proposed merger; successful completion of the transaction;
ability to achieve expected growth, savings and benefits of merger;
potential disruption in business or relationships with customers, vendors,
partners and employees as a result of the proposed merger; the pervasive
and intensifying competition in all markets where we operate; prolonged
adverse economic and employment conditions in the markets we serve; changes
in available technology that make our existing technology obsolete or
expensive to upgrade; the availability and cost of capital; the impact of
any industry consolidation; the outcome of pending or threatened complaints
and litigation; the Company's ability to achieve the targeted job
reductions and savings; 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 complete
its previously approved stock repurchase program; 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, including successfully
consolidating its Irish manufacturing operations in Castlebar, Ireland and
redeploying certain customer-facing positions within the Europe, Middle
East and Africa region; the Company's ability to effectively align
operating expenses and production capacity with the current demand
environment; the potential impact of complying with changing environmental
regulations; the discovery of a latent defect in any of the Company's
products; 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;
and the risks described from time to time in the Company's filings with the
Securities and Exchange Commission.
    For more information contact:
    Investors:
    Richard Thompson, chief financial officer, 401-789-5735, ext. 2325
    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 2006 Financial Summary
    (In millions, except per share amounts)
                                                 YOY                  QOQ
                         Q3 2006      Q3 2005   Change     Q2 2006   Change
    Revenue              $621.3      $512.3      21 %      $560.0     11 %
    Operating Income      $36.8       $58.2     (37)%       $27.0     36 %
    Net Income            $45.1       $48.7      (7)%       $24.7     83 %
    Diluted EPS           $0.24       $0.24      (3)%       $0.13     85 %

    Third Quarter Segment Summary
                                                 YOY                 QOQ
                        Q3 2006     Q3 2005     Change   Q2 2006    Change
    Revenue (In millions)
    Small Systems        $460.0      $390.3      18 %      $399.6     15 %
      % of revenue         75 %        76 %                  72 %
    Large Systems        $135.9      $100.4      35 %      $139.5     (3)%
      % of revenue         22 %        20 %                  25 %
    Other                 $19.4       $18.5       5 %       $15.6     24 %
      % of revenue          3 %         4 %                   3 %
    Shipping and
     Handling              $6.0        $3.1      $5.3
    Net Sales            $621.3      $512.3      21 %      $560.0     11 %

                                                YOY Basis          QOQ Basis
                                                  Point              Point
                        Q3 2006     Q3 2005      Change    Q2 2006   Change
    Gross Margin Percentage

    Small Systems        43.0 %      44.8 %     (180)      41.5 %     150
    Large Systems        15.9 %      16.4 %      (50)      18.5 %    (260)
    Other                50.8 %      60.3 %     (950)      55.2 %    (440)

    Third Quarter Geographic Summary
                                                 YOY                  QOQ
                         Q3 2006     Q3 2005    Change     Q2 2006   Change
    Revenue (In millions)
    Americas             $343.1      $268.3      28 %      $304.8     13 %
      % of revenue         55 %        52 %                  54 %
    EMEA                 $167.0      $148.9      12 %      $162.3      3 %
      % of revenue         27 %        29 %                  29 %
    Asia Pacific         $111.2       $95.1      17 %       $92.9     20 %
      % of revenue         18 %        19 %                  17 %
    Net Sales            $621.3      $512.3      21 %      $560.0     11 %


    Note:  Totals may not add to 100% due to rounding
           YOY = year-over-year
           QOQ = quarter-over-quarter


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

                                               SEPTEMBER 24,   DECEMBER 31,
                                                        2006           2005

    CURRENT ASSETS
    CASH AND CASH EQUIVALENTS                       $187,566       $262,414
    SHORT TERM INVESTMENTS                           323,175        511,181
    ACCOUNTS RECEIVABLE, NET                         415,469        374,694
    INVENTORIES                                      636,534        541,823
    PREPAID EXPENSES AND
      OTHER CURRENT ASSETS                            76,561         59,181
    DEFERRED INCOME TAXES                             69,835         60,139
    TOTAL CURRENT ASSETS                           1,709,140      1,809,432

    PROPERTY, PLANT & EQUIPMENT                      516,394        459,736
    LESS: ACCUMULATED DEPRECIATION
      AND AMORTIZATION                               320,059        293,692
    NET PROPERTY, PLANT & EQUIPMENT                  196,335        166,044

    LONG TERM INVESTMENTS                                330            562
    GOODWILL                                          18,202         15,781
    OTHER INTANGIBLES, NET                            26,338         36,115
    DEFERRED INCOME TAXES                             44,535         42,427
    OTHER ASSETS                                       3,954          5,101

    TOTAL ASSETS                                  $1,998,834     $2,075,462

    CURRENT LIABILITIES
    ACCOUNTS PAYABLE                                $175,027       $176,345
    ACCRUED EXPENSES                                 249,390        204,702
    INCOME TAXES PAYABLE                              12,928         39,755
    TOTAL CURRENT LIABILITIES                        437,345        420,802

    DEFERRED TAX LIABILITY                            11,894         14,911

    TOTAL LIABILITIES                                449,239        435,713

    SHAREHOLDERS' EQUITY
    COMMON STOCK                                       1,899          1,958
    ADDITIONAL PAID-IN CAPITAL                        14,134        131,862
    RETAINED EARNINGS                              1,530,692      1,504,093
    ACCUMULATED OTHER
      COMPREHENSIVE INCOME                             2,870          1,836
    TOTAL SHAREHOLDERS' EQUITY                     1,549,595      1,639,749

    TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY                        $1,998,834     $2,075,462
    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 24,  SEPTEMBER 25,
                                                        2006           2005

    NET SALES                                       $621,318       $512,289

    COST OF GOODS SOLD                               410,546        323,633

    GROSS PROFIT                                     210,772        188,656

    MARKETING, SELLING, GENERAL
      AND ADMINISTRATIVE                             147,292        108,276

    RESEARCH AND DEVELOPMENT                          26,699         22,200

    TOTAL OPERATING EXPENSES                         173,991        130,476

    OPERATING INCOME                                  36,781         58,180

    OTHER INCOME, NET                                  4,796          5,448

    EARNINGS BEFORE INCOME TAXES                      41,577         63,628

    INCOME TAXES                                      (3,545)        14,953

    NET INCOME                                       $45,122        $48,675

    DILUTED EARNINGS PER SHARE                         $0.24          $0.24

    DILUTED WEIGHTED AVERAGE
      SHARES OUTSTANDING                             191,895        200,740
    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 2006 includes a net tax benefit of
approximately $12.9 million or $0.07 per share associated with the
adjustment of income tax provisioning resulting from recent tax audits,
partially offset by a charge for workforce reductions and severance
payments of $7.6 million, or $0.03 per share after-tax. Excluding these
items, non-GAAP net income for the third quarter of 2006 was $38.1 million
or $0.20 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 24, 2006
                                                                      Per
                                                                  Diluted
                                          Pretax   Net of Tax       Share

    Non-GAAP income, excluding charges   $49,172      $38,108       $0.20

    Items excluded from non-GAAP results:
      Charge for workforce
       reductions in COGS                 (3,384)      (2,623)      (0.01)
      Charge for workforce
       reductions in SG&A                 (4,211)      (3,263)      (0.02)
      Tax reserve adjustment                  --       12,900        0.07

    GAAP income, including charges       $41,577      $45,122       $0.24



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

                                                 FOR THE NINE MONTHS ENDED
                                               SEPTEMBER 24,  SEPTEMBER 25,
                                                        2006           2005

    NET SALES                                     $1,660,096     $1,400,898

    COST OF GOODS SOLD                             1,102,911        869,526

    GROSS PROFIT                                     557,185        531,372

    MARKETING, SELLING, GENERAL
      AND ADMINISTRATIVE                             405,113        314,474

    RESEARCH AND DEVELOPMENT                          75,061         65,175

    TOTAL OPERATING EXPENSES                         480,174        379,649

    OPERATING INCOME                                  77,011        151,723

    OTHER INCOME, NET                                 15,148         14,431

    EARNINGS BEFORE INCOME TAXES                      92,159        166,154

    INCOME TAXES                                       7,836         39,559

    NET INCOME                                       $84,323       $126,595

    DILUTED EARNINGS PER SHARE                         $0.43          $0.63

    DILUTED WEIGHTED AVERAGE
      SHARES OUTSTANDING                             194,755        199,686
    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 2006 includes a net tax benefit
of approximately $12.9 million or $0.07 per share associated with the
adjustment of income tax provisioning resulting from recent tax audits,
partially offset by a charge for workforce reductions and severance
payments of $7.6 million, or $0.03 per share after-tax. Excluding these
items, non-GAAP net income for the first nine months of 2006 was $77.3
million or $0.39 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 24, 2006
                                                                      Per
                                                                  Diluted
                                          Pretax   Net of Tax       Share

    Non-GAAP income, excluding charges   $99,754      $77,309       $0.39

    Items excluded from non-GAAP results:
      Charge for workforce
       reductions in COGS                 (3,384)      (2,623)      (0.01)
      Charge for workforce
       reductions in SG&A                 (4,211)      (3,263)      (0.02)
    Tax reserve adjustment                    --       12,900        0.07

    GAAP income, including charges       $92,159      $84,323       $0.43


SOURCE American Power Conversion Corporation




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    CONTACT:
    Investors: Richard Thompson, chief financial
    officer, +1-401-789-5735, ext. 2325, or Debbie Hancock, director,
    investor relations, +1-401-789-5735, ext. 2994,
    Debbie.hancock@apcc.com, or Media: Chet Lasell, APC director,
    public relations-North America, +1-800-788-2208 ext. 2693,
    chet.lasell@apcc.com, all of American Power Conversion