<PAGE>
[LOGO]
FOR IMMEDIATE RELEASE
Contacts: APW Ltd.
Susan Hrobar
262-523-7775
APW LTD. REPORTS RECORD QUARTERLY RESULTS
25% Sales Growth and 30% Pro Forma Net Earnings Growth in Fourth Quarter
------------------------------------------------------------------------
________________________________________________________________________________
Waukesha, WI, September 26, 2000 - APW Ltd. (NYSE: APW), a leading provider
of integrated electronic enclosure systems, today reported record sales and pro
forma net earnings for its fourth quarter and fiscal year ended August 31, 2000.
Pro Forma results exclude one-time adjustments described below.
PRO FORMA REVIEW OF FOURTH QUARTER RESULTS
------------------------------------------
Pro Forma Sales for the three months ended August 31, 2000 were $351.9
---------------
million, an increase of 25% over the same period in fiscal 1999. Excluding the
negative impact of foreign currency translation, sales grew 29% in the quarter.
Pro Forma EBITDA (Earnings Before Interest, Taxes, Depreciation and
----------------
Amortization) for the quarter ended August 31, 2000, was $43.0 million, an
increase of 24% versus $34.7 million reported in the fourth quarter of fiscal
1999.
Pro Forma Cash Earnings, which exclude the after-tax impact of
------------------------
amortization, were $20.3 million, or $0.50 per diluted share, an increase of 22%
over the $0.41 reported for the fourth quarter of last year.
Pro Forma Net Earnings increased 30% to $14.7 million compared to $11.3
----------------------
million in the fourth quarter of 1999. Diluted earnings per share was $0.36
versus $0.28 for the comparable period last year, an increase of 29%.
-more-
<PAGE>
--------------------------------------------------------------------------------
Summary of Pro Forma Financial Results for APW Ltd. (excluding one-time costs)
--------------------------------------------------------------------------------
(Dollars in millions, except per share values)
Q4F00 Q4F99 % Change FY2000 FY1999 % Change
----- ----- -------- ------ ------ --------
Sales $ 351.9 $ 281.6 25% $ 1,237.9 $ 1,055.3 17%
EBITDA $ 43.0 $ 34.7 24% $ 155.5 $ 129.2 20%
Cash Earnings $ 20.3 $ 16.8 21% $ 69.6 $ 55.9 24%
Cash EPS $ 0.50 $ 0.41 22% $ 1.71 $ 1.38 24%
Net Earnings $ 14.7 $ 11.3 30% $ 47.6 $ 36.7 30%
Diluted EPS $ 0.36 $ 0.28 29% $ 1.17 $ 0.90 30%
--------------------------------------------------------------------------------
Richard G. Sim, Chairman and Chief Executive Officer of APW Ltd. commented,
"Excluding one-time items, the record fourth quarter results confirm the
accelerating growth of our business. Customers are increasingly choosing
APW as their strategic partner, as demonstrated by our significant program wins
over the past year. Reflecting our continued confidence in APW's future, we are
increasing our guidance for APW for fiscal year 2001. We expect revenues to be
at least $1.55 billion, which is an increase of 25% from fiscal 2000 with a cash
EPS of $2.40, a 40% year-over-year increase. These estimates exclude the results
of any acquisitions that will occur in fiscal 2001."
Sim continued, "The completion of the spin-off of APW Ltd. from Applied
Power Inc. on schedule has allowed us to position APW as a leader in the design
and manufacture of large integrated infrastructure systems and at the same time
to significantly reduce our debt. This positions APW to be more aggressive in
pursuing acquisitions. With accelerating internal growth and selected strategic
acquisitions, we expect 2001 to be a year of tremendous opportunity for APW."
-more-
<PAGE>
Business Outlook FY2001
-----------------------
--------------------------------------------------------------------------------
FY2001 Business Outlook for APW Ltd.
(in millions, except per share amounts and percentage calculations)
(The following statements are forward looking estimates; actual results may
differ materially.)
Q1 01E Q2 01E Q3 01E Q4 01E FY01E
------ ------ ------ ------ -----
Sales $ 352.0 $ 346.0 $ 401.0 $ 451.0 $ 1,550.0
Sales Growth 22% 25% 25% 28% 25%
EBITA $ 34.3 $ 32.5 $ 42.6 $ 51.3 $ 160.7
% Sales 9.7% 9.4% 10.6% 11.4% 10.4%
EBITDA $ 43.8 $ 43.0 $ 53.6 $ 62.8 $ 203.2
% Sales 12.4% 12.4% 13.4% 13.9% 13.1%
Cash EPS $ 0.51 $ 0.47 $ 0.64 $ 0.78 $ 2.40
======= ======== ======= ======== =========
Diluted EPS $ 0.37 $ 0.34 $ 0.50 $ 0.65 $ 1.86
======= ======== ======= ======== =========
Diluted shares outstanding 41.250 41.500 41.750 42.000 41.625
--------------------------------------------------------------------------------
Fiscal 2000 & Fourth Quarter One-Time Items and Pro Forma Adjustments
---------------------------------------------------------------------
GAAP earnings, including all one-time items, was a loss of $37.8 million or
($0.92) per diluted share for the fourth quarter.
One-time items in the fourth quarter include:
. Corporate reorganization expenses of $3.7 million pre-tax, $2.3 million after
tax, or $0.06 per diluted share, related to the spin-off.
. Foreign currency loss of $3.3 million pre-tax, $2.1 million after tax, or
$0.05 per diluted share, associated with Euro forward contracts.
. Pro Forma adjustments to exclude $8.0 million and $25.7 million for the
quarter and year ended 8/31/00, respectively, and $8.3 million and $25.3
million of the quarter and year ended 8/31/99, respectively, from net
financing costs based on the debt structure of the Company after the spin-off
from Applied Power Inc.
-more-
<PAGE>
. Pro Forma adjustments to include an additional 1.7 million shares to diluted
shares outstanding to reflect the same level of dilution from options as in
the quarter and year ended August 31, 2000, respectively.
. Pro Forma adjustments to general corporate expenses to reflect $3.0 million
for all quarters or $12.0 million for fiscal 1999 and 2000.
. Pro Forma adjustment to adjust income tax expense for the quarter and fiscal
year results to reflect the company's anticipated 30% tax rate after the
spin-off.
. Pro Forma adjustment to exclude $1.6 million in sales and an EBIT loss of
$83,000 from the results of a business held for sale.
About APW Ltd.
--------------
APW Ltd. is a technically enabled manufacturing services company that
designs and manufactures large, complex infrastructure products for OEM's in the
communications, computing and Internet markets. APW Ltd. has particular skills
in the areas of manufacturing enclosures, thermal management, power supplies and
backplanes; as well as core competencies in product and system design,
integration and supply chain management. APW Ltd. operates in over 45 locations
throughout North America, Europe and Asia.
Safe Harbor Statement
---------------------
Certain of the above comments represent forward-looking statements made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. Management cautions that these projections are based on current estimates
of future performance and are highly dependent upon a variety of factors, which
could cause actual results to differ from these estimates. APW Ltd.'s results
are also subject to general economic conditions, continued market acceptance of
the Company's new product introductions, the successful integration of recent
acquisitions, operating margin risk due to competitive pricing, foreign currency
fluctuations and interest rate risk. See our Form 10 filing for information on
risk factors.
#####
<PAGE>
APW LTD - 5
APW Ltd.
Pro Forma Comparative Statement of Earnings
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended August 31,
----------------------------------
2000 (2) 1999 (1) % Change
-------- -------- --------
<S> <C> <C> <C>
Net sales $351,916 $281,574 25.0%
Cost of products sold 261,616 202,081 29.5%
-------- -------- -----
Gross Profit 90,300 79,493 13.6%
Engineering, selling and administrative expenses 56,160 51,183 9.7%
-------- -------- -----
EBITA 34,140 28,310 20.6%
Amortization of intangible assets 6,074 5,933 2.4%
Other Expense (Income):
Net financing costs 6,435 6,833 -5.8%
Other - net 686 (600)
-------- --------
Earnings Before Income Taxes 20,945 16,144 29.7%
Income Tax Expense 6,284 4,843
-------- --------
Net Earnings $ 14,661 $ 11,301 29.7%
======== ========
Cash Earnings (3) $ 20,250 $ 16,759 20.8%
======== ========
Cash Earnings Per Share:
Earnings Per Share $ 0.50 $ 0.41 22.0%
======== ========
Diluted Earnings Per Share:
Earnings Per Share $ 0.36 $ 0.28 28.6%
======== ========
Weighted Average Common and Equivalent
Shares Outstanding (000's) (4) 40,907 40,703
======== ========
</TABLE>
(1) Pro Forma adjustments to Fiscal 1999 are: (i) adjustments to include $3.0M
of general corporate expenses per quarter, (ii) adjustments to net financing
costs based on the debt structure of the company after the spin-off from
Applied Power Inc., (iii) adjustments to income tax expense to reflect an
estimated 30% tax rate APW Ltd. is subject to after its organization in
Bermuda.
(2) Pro Forma adjustments to Fiscal 2000 are: (i) adjustments to include $3.0M
of general corporate expenses per quarter, (ii) adjustments to exclude
corporate reorganization expenses allocated from Applied Power Inc. relating
to the spin-off transaction, (iii) adjustments to net financing costs based
on the debt structure of the company after the spin-off from Applied Power
Inc., (iv) adjustments to income tax expense to reflect an estimated 30% tax
rate APW Ltd. is subject to after its organization in Bermuda, (v)
adjustment to exclude foreign exchange loss on forward contracts, (vi)
adjustments to exclude the results of a business held for sale.
(3) Diluted EPS adjusted for the after-tax effect of intangible amortization.
(4) In all quarters and years presented the same level of dilution is
reflected in diluted shares outstanding as in the quarter and year ended
August 31, 2000 respectively.
<PAGE>
APW LTD - 6
APW Ltd.
Pro Forma Comparative Statement of Earnings
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended August 31,
------------------------------------
2000 (2) 1999 (1) % Change
---------- ---------- --------
<S> <C> <C> <C>
Net sales $1,237,930 $1,055,338 17.3%
Cost of products sold 915,193 763,585 19.9%
---------- ---------- -----
Gross Profit 322,737 291,753 10.6%
Engineering, selling and administrative expenses 202,168 192,614 5.0%
---------- ---------- -----
EBITA 120,569 99,139 21.6%
Amortization of intangible assets 23,918 20,876 14.6%
Other Expense (Income):
Net financing costs 26,971 27,588 -2.2%
Other - net 1,644 (1,786)
---------- ----------
Earnings Before Income Taxes 68,036 52,461 29.7%
Income Tax Expense 20,411 15,738
---------- ----------
Net Earnings $ 47,625 $ 36,723 29.7%
========== ==========
Cash Earnings (3) $ 69,630 55,929 24.5%
========== ==========
Cash Earnings Per Share:
Earnings Per Share $ 1.71 $ 1.38 23.9%
========== ==========
Diluted Earnings Per Share:
Earnings Per Share $ 1.17 $ 0.90 30.0%
========== ==========
Weighted Average Common and Equivalent
Shares Outstanding (000's) (4) 40,820 40,568
========== ==========
</TABLE>
(1) Pro Forma adjustments to Fiscal 1999 are: (i) adjustments to include $3.0M
of general corporate expenses per quarter, (ii) adjustments to net financing
costs based on the debt structure of the company after the spin-off from
Applied Power Inc., (iii) adjustments to income tax expense to reflect an
estimated 30% tax rate APW Ltd. is subject to after its incorporation in
Bermuda.
(2) Pro Forma adjustments to Fiscal 2000 are: (i) adjustments to include $3.0M
of general corporate expenses per quarter, (ii) adjustments to exclude
corporate reorganization expenses allocated from Applied Power Inc. relating
to the spin-off transaction, (iii) adjustments to net financing costs based
on the debt structure of the company after the spin-off from Applied Power
Inc., (iv) adjustments to income tax expense to reflect an estimated 30% tax
rate APW Ltd. is subject to after its incorporation in Bermuda, (v)
adjustment to exclude foreign exchange loss on forward contracts, (vi)
adjustments to exclude the results of a business held for sale.
(3) Diluted EPS adjusted for the after-tax effect of intangible amortization.
(4) In all quarters and years presented the same level of dilution is
reflected in diluted shares outstanding as in the quarter and year ended
August 31, 2000 respectively.
<PAGE>
APW LTD - 7
APW Ltd.
Comparative Balance Sheets
(Dollars in Thousands)
<TABLE>
<CAPTION>
August 31, August 31,
2000 1999
----------- ----------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 570 $ 15,002
Accounts receivable 118,481 101,765
Inventories 155,402 106,794
Prepaid expenses 23,150 14,206
---------- ----------
Total current assets 297,603 237,767
Property, plant & equipment
Gross property, plant & equipment 359,007 357,393
Less: accumulated depreciation (181,975) (162,489)
---------- ----------
Net property, plant & equipment 177,032 194,904
Goodwill 672,379 687,256
Other intangible assets 9,262 11,631
Other assets 57,114 48,420
---------- ----------
Total assets $1,213,390 $1,179,978
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ - $ 3,207
Trade accounts payable 149,877 105,154
Accrued compensation and benefits 31,174 26,749
Income taxes payable and other
(including amounts due to Actuant) 71,073 37,295
Other current liabilities 39,432 58,749
---------- ----------
Total current liabilities 291,556 231,154
Long-term debt 236,370 725,579
Deferred income taxes 9,580 8,149
Other non current liabilities
(including amounts due to Actuant) 49,505 42,260
---------- ----------
Total liabilities 587,011 1,007,142
Total shareholders' equity 626,379 172,836
---------- ----------
Total liabilities and
shareholders' equity $1,213,390 $1,179,978
========== ==========
</TABLE>
<PAGE>
APW LTD - 8
APW Ltd.
GAAP Comparative Statement of Earnings
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended August 31,
-----------------------------
2000 1999
---------- ----------
<S> <C> <C>
Net sales $ 353,528 $ 281,574
Cost of products sold 262,717 202,081
---------- ----------
Gross Profit 90,811 79,493
Engineering, selling and administrative expenses 58,819 49,937
Corporate reorganization expenses 3,738 -
---------- ----------
EBITA 28,254 29,556
Amortization of intangible assets 6,074 5,933
Other Expense (Income):
Net financing costs 14,435 15,096
Other - net 4,009 (600)
---------- ----------
Earnings before income tax expense 3,736 9,127
Income tax expense 41,545 3,274
---------- ----------
Net Earnings $ (37,809) $ 5,853
========== ==========
Cash Earnings (32,221) 11,311
========== ==========
Cash Earnings Per Share:
Earnings Per Share $ (0.79) $ 0.29
========== ==========
Diluted Earnings Per Share:
Earnings Per Share $ (0.92) $ 0.15
========== ==========
Weighted Average Common and Equivalent
Shares Outstanding (000's) 40,907 38,960
========== ==========
</TABLE>
<PAGE>
APW LTD - 9
APW Ltd.
GAAP Comparative Statement of Earnings
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Year Ended August 31,
-----------------------------
2000 1999
--------- ---------
<S> <C> <C>
Net sales $1,239,542 $1,055,338
Cost of products sold 916,294 763,585
---------- ----------
Gross Profit 323,248 291,753
Engineering, selling and administrative expenses 201,611 187,991
Corporate reorganization expenses 6,541 -
---------- ----------
EBITA 115,096 103,762
Amortization of intangible assets 23,918 20,876
Other Expense (Income):
Net financing costs 52,657 52,857
Other - net 4,967 (1,786)
---------- ----------
Earnings before income tax expense 33,554 31,815
Income tax expense 54,093 11,390
---------- ----------
Earnings before extraordinary item (20,539) 20,425
Extraordinary loss on extinguishment of debt,
net of income tax benefit of $1.25 million (2,083) -
Net Earnings $ (22,622) $ 20,425
========== ==========
Cash Earnings (617) 39,631
========== ==========
Cash Earnings Per Share:
Earnings Per Share $ (0.02) $ 1.02
========== ==========
Diluted Earnings Per Share:
Earnings Per Share $ (0.55) $ 0.53
========== ==========
Weighted Average Common and Equivalent
Shares Outstanding (000's) 40,820 38,825
========== ==========
</TABLE>
