AMERICAN POWER CONVERSION CORPORATION
10-Q, 1996-05-15
ELECTRICAL INDUSTRIAL APPARATUS
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<PAGE>
                                
                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON D.C. 20549

                            FORM 10-Q
                                
(Mark One)
[ X ]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 1996

                               OR

[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from_____________to_____________

COMMISSION FILE NUMBER: 1-12432


              AMERICAN POWER CONVERSION CORPORATION
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                
                                
         MASSACHUSETTS                   04-2722013
(STATE OR OTHER JURISDICTION OF       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)         IDENTIFICATION NO.)
                                
                                
     132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                
                                
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 401-789-5735


INDICATE  BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED  ALL
REPORTS  TO  BE  FILED BY SECTION 13 OR 15 (d) OF THE  SECURITIES
EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR  SUCH
SHORTER  PERIOD  THAT THE REGISTRANT WAS REQUIRED  TO  FILE  SUCH
REPORTS),  AND  (2) HAS BEEN SUBJECT TO SUCH FILING  REQUIREMENTS
FOR THE PAST 90 DAYS.

                 YES  [ X ]           NO  [    ]

THE  NUMBER  OF  SHARES  OUTSTANDING OF THE  REGISTRANT'S  COMMON
STOCK, $.01 PAR VALUE, ON MAY 10, 1996 WAS 93,706,938 SHARES.

                             1
<PAGE>

                                                  FORM 10-Q
                                                  MARCH 31, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
                                
                              INDEX


                                                   PAGE
                                                    NO.
                                                     
 PART I - FINANCIAL INFORMATION:                     
 
 ITEM 1. CONSOLIDATED CONDENSED FINANCIAL            
 STATEMENTS:
 
                                                     
              CONSOLIDATED CONDENSED BALANCE         
              SHEETS -MARCH 31, 1996                 
              (UNAUDITED) AND DECEMBER 31, 1995     3,4
                                                     
              UNAUDITED CONSOLIDATED                 
              CONDENSED STATEMENTS OF INCOME         
              - THREE MONTHS ENDED MARCH 31,         
              1996 AND 1995                          5
                                                     
              UNAUDITED CONSOLIDATED                 
              CONDENSED STATEMENTS OF CASH           
              FLOWS - THREE MONTHS ENDED             
              MARCH 31, 1996 AND 1995                6
                                                     
              NOTES TO CONSOLIDATED                  
              CONDENSED FINANCIAL STATEMENTS         7
                                                     
 ITEM 2. MANAGEMENT'S DISCUSSION AND                 
 ANALYSIS OF FINANCIAL CONDITION AND                 
 RESULTS OF OPERATIONS                             8 - 12
                                                     
 PART II - OTHER INFORMATION:                        
                                                     
 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K           13
                                                     
 SIGNATURES                                          14


                            2
<PAGE>                                                     
                                                  FORM 10-Q
                                                  MARCH 31, 1996

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS

     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
              CONSOLIDATED CONDENSED BALANCE SHEETS
                                
                             ASSETS
<TABLE>
<CAPTION>
                                     MARCH 31,    DECEMBER 31,
                                       1996           1995
                                     (UNAUDITED)
                                                             
 CURRENT ASSETS:                                             
 <S>                               <C>           <C>
 CASH AND CASH EQUIVALENTS         $ 67,070,535  $ 39,039,735
 ACCOUNTS RECEIVABLE, LESS                                   
   ALLOWANCE FOR DOUBTFUL                                    
   ACCOUNTS OF $8,395,000 IN 1996
   AND $6,920,000 IN 1995            73,674,047    71,199,105  
 INVENTORIES:                                                
   RAW MATERIALS                     61,605,801    62,495,212  
   WORK-IN-PROCESS AND                                       
     FINISHED GOODS                  75,237,351    85,045,841  
 TOTAL INVENTORIES                  136,843,152   147,541,053  
 PREPAID EXPENSES AND OTHER                                  
   CURRENT ASSETS                    11,320,895     9,277,986  
 DEFERRED INCOME TAXES               11,498,000    11,323,000  
                                                             
 TOTAL CURRENT ASSETS               300,406,629   278,380,879  
                                                             
 PROPERTY, PLANT AND EQUIPMENT:                              
   LAND, BUILDING AND IMPROVEMENTS   16,344,418    15,973,746  
   MACHINERY AND EQUIPMENT           52,743,983    51,353,043  
   PURCHASED SOFTWARE                 4,124,810     4,160,439  
   OFFICE EQUIPMENT AND FURNITURE    19,754,861    17,860,365  
                                                             
                                     92,968,072    89,347,593  
                                                             
 LESS ACCUMULATED DEPRECIATION                               
   AND AMORTIZATION                  24,874,737    22,144,085  
                                                             
 NET PROPERTY, PLANT AND EQUIPMENT   68,093,335    67,203,508  
                                                             
 OTHER ASSETS                         1,170,899     1,003,452
                                                             
                                                             
 TOTAL ASSETS                      $369,670,863  $346,587,839  
</TABLE>


   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                               3
<PAGE>

                                                  FORM 10-Q
                                                  MARCH 31, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
        CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
                                
              LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                       MARCH 31,    DECEMBER 31,
                                         1996          1995
                                      (UNAUDITED)
                                                              
 CURRENT LIABILITIES:                                         
 <S>                                 <C>           <C>
 ACCOUNTS PAYABLE                    $ 22,143,660  $ 26,406,283
 ACCRUED EXPENSES                       8,490,240     5,790,421
 ACCRUED COMPENSATION                   7,270,167     6,472,255
 ACCRUED SALES AND MARKETING PROGRAMS   8,153,828     6,780,595
 ACCRUED PENSION CONTRIBUTIONS          2,171,109     4,677,639
 INCOME TAXES PAYABLE                   7,004,635     1,795,751
                                                              
 TOTAL CURRENT LIABILITIES             55,233,639    51,922,944
                                                              
 DEFERRED INCOME TAX LIABILITY          5,143,000     4,899,000
                                                              
 TOTAL LIABILITIES                     60,376,639    56,821,944
                                                              
 SHAREHOLDERS' EQUITY:                                        
 COMMON STOCK, $.01 PAR VALUE;                                
   AUTHORIZED 200,000,000 SHARES;
   ISSUED AND OUTSTANDING                                     
   93,689,791 SHARES IN 1996, 
   93,270,933 SHARES IN 1995              936,898       932,709
 ADDITIONAL PAID-IN CAPITAL            41,434,442    37,122,872
 RETAINED EARNINGS                    266,922,884   251,710,314
                                                              
 TOTAL SHAREHOLDERS' EQUITY           309,294,224   289,765,895
                                                              
 TOTAL LIABILITIES                                            
   AND SHAREHOLDERS' EQUITY          $369,670,863  $346,587,839
</TABLE>




   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS


                               4
<PAGE>
                                                  FORM 10-Q
                                                  MARCH 31, 1996


     AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                           (UNAUDITED)

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED
                                             
                                 MARCH 31,      MARCH 31,
                                   1996           1995
                                                         
 <S>                          <C>            <C>
 Net Sales                    $141,625,835   $109,203,576
                                                         
 Cost of goods sold             83,440,749     56,612,773
                                                         
 Gross Profit                   58,185,086     52,590,803
                                                         
 Operating expenses:                                     
 Research and Development        3,719,472      2,749,179
 Selling, General and                                    
   Administrative               32,297,828     23,023,425
                                                         
 Total Operating Expenses       36,017,300     25,772,604
                                                         
 Operating Income               22,167,786     26,818,199

 Other income:                                           
   Interest Income                 704,079        635,887
   Other income                      3,705         18,727
                                                         
 Earnings before income taxes   22,875,570     27,472,813
                                                         
 Income Taxes                    7,663,000      9,203,000
                                                         
 Net Income                    $15,212,570    $18,269,813
                                                         
 Earnings per Share                  $0.16          $0.20
                                                         
 Weighted average shares 
  outstanding                   93,750,447     93,336,733
</TABLE>
                                                         
                                                         







   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                              5
<PAGE>
                                                  FORM 10-Q
                                                  MARCH 31, 1996

     American Power Conversion Corporation and Subsidiaries
         Consolidated Condensed Statements of Cash Flows
                           (Unaudited)
<TABLE>
<CAPTION>
                                    Three Months Ended    
                                 MARCH 31,      MARCH 31,  
                                   1996           1996

 Cash flows from operating                                
   activiities:
 <S>                            <C>              <C>
 Net income                     $15,212,570      $18,269,813 
 Adjustments to reconcile                                 
  net income to net
  cash provided by                                        
  operating activities:
 Depreciation and amortization    2,730,566        2,077,810
 Provision for deferred taxes        69,000         (931,000) 
 Provision for doubtful accounts  1,475,000          515,000 
 Increase in accounts receivable (3,949,942)      (2,386,266) 
 (Increase) decrease in  
  inventories                    10,697,901      (41,179,127 
 Increase in prepaid expenses
   and other current assets      (2,042,909)      (1,746,380) 
 Decrease in recoverable 
  income taxes                            -        1,801,217 
 Increase in other assets          (167,447)               - 
 Increase (decrease) in 
  accounts payable               (4,262,623)      21,575,545 
 Increase (decrease) in
  accrued expenses                2,364,434       (1,327,319) 
 Increase in income taxes
  payable                         5,208,884        6,010,708 
                                                          
 Net cash provided by
  operating activities           27,335,434        2,680,001 
                                                          
 Cash flows from investing                                
  activities:
 Capital expenditures, net
  of capital grants              (3,620,393)      (7,615,744) 
 Proceeds from sale of
  capital equipment                       -          130,310 
 Sales and maturities of                                  
  short-term investments,
  net of gains and losses                 -          194,831 
 Purchases of short-term                                  
 investments                              -         (802,800)
                                                          
 Net cash used in investing 
  activities                     (3,620,393)      (8,093,403) 
                                                          
 Cash flows from financing                                
  activities:
 Issuances of common stock        4,315,759          485,665
                                                          
 Net cash provided by                                     
  financing activities            4,315,759          485,665
                                                          
 Net increase (decrease) in                               
  cash and cash equivalents      28,030,800       (4,927,737) 
                                                          
 Cash and cash equivalents                                
  at beginning of period         39,039,735       29,072,717 
                                                          
 Cash and cash equivalents                                
  at end of period              $67,070,535      $24,144,980 
</TABLE>
The Company paid $2,385,100  and $2,322,100 for income taxes for
the three month periods ended March 31, 1996 and 1995,
respectively.  During the first quarter of 1995, changes in
unrealized holding losses on short-term investments resulted in
increases to shareholders' equity and to short-term investments
of $295,000.

   SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL
                           STATEMENTS

                                6
<PAGE>
                                                  FORM 10-Q
                                                  MARCH 31, 1996



      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



(1)   MANAGEMENT REPRESENTATION:   In the opinion of  management,
the  accompanying unaudited interim financial statements  contain
all  adjustments  (consisting of only normal recurring  accruals)
necessary  to  present  fairly the  financial  position  and  the
results  of  operations for the interim periods. The  results  of
operations  for the interim period are not necessarily indicative
of results to be expected for the full year.

(2)         PRINCIPLES   OF  CONSOLIDATION:    The   consolidated
financial statements include the financial statements of American
Power  Conversion Corporation and its wholly-owned  subsidiaries.
All  significant intercompany accounts and transactions have been
eliminated in consolidation.

(3)   PER SHARE DATA:  Earnings per common share are based on the
weighted  average number of shares of common stock  and  dilutive
common stock options and warrants outstanding during each period.
Under  the  treasury stock method, the unexercised  options  were
assumed  to  be exercised at the beginning of the  period  or  at
issuance,  if  later.  The assumed proceeds  were  then  used  to
purchase  common  stock at the average market  price  during  the
period.  Common stock equivalents whose inclusion would have  the
effect  of  increasing earnings per share (i.e antidilutive)  are
excluded  from  the  computation.   Primary  and  fully   diluted
earnings per share are equivalent for all periods presented.

(4)   SHAREHOLDERS' EQUITY:  Changes in paid-in capital  for  the
periods  presented  represent  the  issuances  of  common   stock
resulting from the exercise of employee stock options, as well as
the Company's contributions to the Employee Stock Ownership Plan.



                             7
<PAGE>
                                                  FORM 10-Q
                                                  MARCH 31, 1996


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS:

Revenues

Net sales of $141,625,835 for the first quarter of 1996 increased
29.7%  compared to $109,203,576 for the same period in 1995.  The
increase is attributable to continued strong worldwide demand for
the   Company's   products  across  fast-growing  core   markets,
including  computer  networking,  internetworking  equipment  and
point-of-sale devices, as well as what the Company believes is an
increasing  awareness by computer users of  the  consequences  of
data  loss  and  hardware damage which can  be  caused  by  power
problems.   The  Company continues to experience increased  sales
growth  in emerging international markets as international  sales
(including  Canada)  comprised 44% of  net  sales  in  the  first
quarter of 1996 compared to 41% in the first quarter of 1995.

Cost of Goods Sold

Cost  of goods sold was $83,440,749 or 58.9% of net sales in  the
first  quarter of 1996 compared to $56,612,773 or  51.8%  in  the
first  quarter of 1995.  The gross margin erosion  from  1995  to
1996 was primarily attributable to several factors, including but
not  limited  to: a shift in product sales mix from the  high-end
Smart-UPS(R) products to the lower margin Smart-UPS v/s products;
increased  reserves for excess inventories in light  of  the  on-
going  product transition occurring within the Smart-UPS  product
family;  reduced  average  selling prices  resulting  from  sales
discounting,  particularly  relating  to  the  Smart-UPS  product
transition; and increased indirect manufacturing costs associated
with  additional indirect manufacturing personnel and other costs
incurred to support manufacturing infrastructure expansion and  a
transition toward focused factories.

Operating Expenses

Operating  expenses  include Selling, General and  Administrative
and Research and Development expenses.

Selling,   General  and  Administrative  expenses  increased   to
$32,297,828  or  22.8% of net sales for the  three  month  period
ended  March  31, 1996 compared to $23,023,425 or  21.1%  of  net
sales  for  the same period one year ago.  The increase  was  due
primarily  to  costs  associated with increased  advertising  and
promotional  efforts, as well as costs associated with  increased
staffing  of  sales and other related positions both domestically
and  internationally. The allowance for bad debts increased  from
8.9%  of  accounts receivable at December 31, 1995  to  10.2%  at


                            8
<PAGE>

March  31,  1996 as a result of additional bad debt  provisioning
charged  to operating expenses.  The Company has experienced  and
continues  to experience very strong collection performance  from
its  accounts receivable with balances outstanding over  60  days
representing 6.4% and 5.8% of total receivables at March 31, 1996
and December 31, 1995, respectively.  Write-offs of uncollectible
accounts  have  historically represented less than  1%  of  total
receivable  balances.   A  majority  of  international   customer
balances  are covered by receivables insurance.  The increase  in
bad   debt  reserves  was  primarily  attributable  to  increased
international sales, particularly in regions not covered  by  the
Company's  receivables  insurance, as  well  as  a  discretionary
increase  in  the Company's bad debt provision during  the  first
quarter  of  1996  to  cover  potential  exposure  in  identified
customer accounts.

Research and Development expenses were $3,719,472 or 2.6% of  net
sales  and $2,749,179 or 2.5% of net sales for the first  quarter
of  1996  and  1995,  respectively.  The increased  research  and
development  spending  primarily reflects  increased  numbers  of
software  and  hardware engineers and costs associated  with  new
product development and engineering support.

Other Income (Expenses) and Income Taxes

Interest income increased by 10.7% from $635,887 to $704,079  for
the  three  months  ended March 31, 1996 and 1995,  respectively.
The  increase  is primarliy attributable to higher  average  cash
balances  available for investment during the  first  quarter  of
1996 compared to the same period one year ago.

The  Company's  effective  tax rate was approximately  33.5%  for
both the periods ended March 31, 1996 and 1995.



                               9
<PAGE>
                                                  FORM 10-Q
                                                  MARCH 31, 1996


LIQUIDITY AND CAPITAL RESOURCES

Working  capital at March 31, 1996 was $245,172,990  compared  to
$226,457,935 at December 31, 1995.  The Company has been able  to
increase  its working capital position as the result of continued
strong  operating  results and despite internally  financing  the
capital  investment  of  the expansion of  its  operations.   The
Company's cash position rose approximately $28.1 million, or 72%,
to $67.1 million during the first quarter of 1996.

Worldwide  inventories  were  $136,843,152  at  March  31,   1996
compared to $147,541,053 at December 31, 1995.  Inventory  levels
have decreased as a result of the Company's concerted efforts  to
reduce  inventory  levels as a percentage  of  sales.   Inventory
levels as a percentage of quarterly sales have declined from 104%
in  the  fourth  quarter of 1995 to 97% in the first  quarter  of
1996.   The total inventory reserves at March 31, 1996 were  $8.8
million  compared  to  $6.5 million at December  31,  1995.   The
increased  inventory  reserves have been  provided  primarily  to
cover  the  potential loss exposure that may result  from  excess
inventories   as  the  demand  for  second  generation   products
diminishes.      Second    generation    Smart-UPS    represented
approximately  7% of total inventories at March  31,  1996.   The
Company's  reserve estimate methodology involves quantifying  the
total  inventory position having potential loss exposure, reduced
by  an amount reasonably forecasted to be sold, and adjusting its
interim reserve provisioning to cover the net loss exposure.

During the first quarter of 1996, the Company announced that  the
Board  of  Directors had authorized the repurchase of up  to  $15
million  worth of the Company's outstanding Common Stock.   These
purchases  of stock will be made from time to time  on  the  open
market  as  market  conditions warrant.   The  objective  of  the
repurchase  program is to offset potential dilution  of  earnings
per share which may result from employee stock programs.

Capital  investment  for  the first  quarter  of  1996  consisted
primarily  of manufacturing and office equipment. The nature  and
level  of  capital  spending was made  to  improve  manufacturing
capabilities and to support the increased selling, marketing  and
administrative efforts necessitated by the Company's  significant
growth.   Net  capital expenditures were financed from  available
operating  cash.  The Company had no material capital commitments
at March 31, 1996.

The  Company's  Ireland facility is providing  manufacturing  and
technical  support  in  order  to better  service  the  Company's
markets  in  Europe,  the Middle East,  Africa  and  Russia.   In
February  1994,  the  Company  executed  an  agreement  with  the
Industrial  Development Authority of Ireland ("IDA") under  which
the  Company will receive grant monies equal to 40% of the  costs
incurred  for machinery, equipment and building improvements  for
the  Galway  facility.  The maximum amount attainable  under  the
agreement is approximately $13.1 million.  The grant monies would
be repayable, in whole or in part, should (1) the Company fail to
meet  certain  employment goals established under  the  agreement
which  are to be achieved over a five year implementation  period
and/or  (2) the Company discontinues operations in Ireland  prior
to  the  termination of the agreement.  The agreement  terminates
eight  years from the date of the last claim made by the  Company
for  grant monies.  The total cumulative amount of capital  grant

                         10
<PAGE>

claims  submitted  through March 31, 1996 was approximately  $9.1
million.   The total cumulative amount of capital grants received
through March 31, 1996 amounted to approximately $5.4 million.

Under  a  separate agreement with the IDA, the Company will  also
receive  up  to  $3,000  per new employee hired  for  the  direct
reimbursement of training costs.  The total cumulative amount  of
training  grant  claims  submitted through  March  31,  1996  was
approximately  $1.9  million.  The  total  cumulative  amount  of
training  grants  received through March  31,  1996  amounted  to
approximately $400,000.

The   Company  continues  to  investigate  potential  sites   for
manufacturing expansion in international locations.  The  Company
is  establishing  a manufacturing operation in  the  Philippines.
Capital  expenditures for the Philippines expansion are estimated
to  be  $5.0 million for 1996 and will be financed from operating
cash and, if needed, short-term borrowings.

Management  believes  that current internal cash  flows  together
with  available cash and short-term investments, available credit
facilities  or,  if  needed,  the  proceeds  from  the  sale   of
additional equity, would provide sufficient financing support for
capital spending needs and other working capital requirements for
the  foreseeable  future.  At March 31,  1996,  the  Company  had
available  for future borrowings $50 million under  an  unsecured
line of credit agreement at a floating interest rate equal to the
bank's  cost  of  funds rate plus 0.625% and  an  additional  $15
million under an unsecured line of credit agreement with a second
bank  at a floating interest rate equal to the bank's base  rate.
No  borrowings were outstanding under these facilities  at  March
31, 1996.  Additionally, the Company has no significant financial
commitments outstanding other than those required in  the  normal
course of business.

Foreign Currency Activity
During  the  fourth quarter of 1994, the Company began  invoicing
its  customers  in  Great Britain, France and  Germany  in  their
respective local currencies.  Realized and unrealized transaction
gains or losses are included in the results of operations and are
measured  based upon the effect of changes in exchange  rates  on
the  actual or expected amount of functional currency cash flows.
Transaction gains and losses were not material to the results  of
operations during the first quarter of 1996 and 1995.

At March 31, 1996, the Company's unhedged foreign currency
accounts receivable, by currency, were as follows:

     British Pounds - 3,232,000 (approx. US$4,933,000)
     French Francs - 12,066,000 (approx. US$2,389,000)
     German Marks - 4,981,000 (approx. US$3,365,000)
     
Total   gross   accounts  receivable  at  March  31,   1996   was
approximately $82,069,000.  The Company had non-trade receivables
of  3,090,000 Irish Pounds (approximately US$5,187,000), as  well
as    Irish    Pound   denominated   liabilities   of   4,057,000
(approximately  US$6,543,000).  The Company also had  liabilities
denominated in various European currencies of US$1,047,000.

The Company continually reviews its foreign exchange exposure and
considers  various  risk  management  techniques  including   the
netting  of  foreign  currency receipts and  disbursements,  rate
protection  agreements  with  customers/vendors  and  derivatives

                              11
<PAGE>

arrangements, including foreign exchange contracts.  The  Company
presently   does  not  utilize  rate  protection  agreements   or
derivatives arrangements.

The Company's rationale for not hedging its foreign currency risk
exposure  through  derivatives  arrangements  is  based  on   the
assessment  that  the  net  foreign  currency  position  was  not
material  to the financial condition or results of operations  of
the  Company  at  March  31, 1996 and, to  a  lesser  degree,  an
assessment  that the risk of loss from exchange rate fluctuations
was  not  material based upon available forecasts  of  short-term
exchange rate movements for the currencies noted above.

Legal Proceedings
As  initially  reported in Report on Form 10-Q  for  the  quarter
ended June 30, 1995, several purported class action lawsuits were
filed  in  the United States District Court for the  District  of
Rhode Island in which the Company was named as a defendant, along
with certain of its officers.  The lawsuits relate to disclosures
made by the Company in its public filings and press releases  and
assert  violations  of federal securities laws.   The  plaintiffs
seek  unspecified  damages, interest, costs and  fees.   In  mid-
February 1996, a derivative lawsuit was filed by two shareholders
on  behalf  and  for the benefit of the Company  against  certain
present  and former officers and/or directors of the  Company  in
the Superior Court of Suffolk County, Massachusetts.  The Company
was  also  named  as a nominal defendant.  The derivative  action
plaintiffs  allege that the individual defendants  in  that  case
traded  in the stock of the Company allegedly in breach of  their
fiduciary duty to the Company.  It is possible that other  claims
may  be made against the Company in these actions or that related
allegations  could  be  made  that  could  give  rise  to   other
consequences.   The  Company intends  to  defend  these  lawsuits
vigorously  and any similar lawsuits that may be filed;  however,
the ultimate outcome of these matters cannot yet be determined.

No  provision for any liability that may result from the  actions
has  been  recognized  in  the consolidated  condensed  financial
statements included in Item 1 of this Report.

Factors That May Affect Future Performance
This  document  contains  forward-looking  statements  based   on
current   expectations  that  involve  a  number  of  risks   and
uncertainties.  The factors that could cause  actual  results  to
differ   materially  include  the  following:  general   economic
conditions and growth rates in the power protection industry  and
related  industries, including but not limited to the PC,  server
and   networking  industries;  competitive  factors  and  pricing
pressures; changes in product mix; changes in the seasonality  of
demand  patterns;  the timely development and acceptance  of  new
products;  inventory  risks  due  to  shifts  in  market  demand;
component  constraints  and  shortages;  risk  of  nonpayment  of
accounts  receivable;  ramp-up  and  expansion  of  manufacturing
capacity  and  the  risks described from  time  to  time  in  the
Company's filings with the Securities and Exchange Commission.


                              12
<PAGE>
                                                  FORM 10-Q
                                                  MARCH 31, 1996




PART II - OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8 - K



(A)  EXHIBITS:

EXHIBIT NO. 11 - COMPUTATION OF EARNINGS PER SHARE (PAGE 15)

EXHIBIT NO. 27 - FINANCIAL DATA SCHEDULE

(B)  REPORTS ON FORM 8-K

NO REPORT ON FORM 8-K WAS FILED BY AMERICAN POWER CONVERSION
CORPORATION DURING THE QUARTER ENDED MARCH 31, 1996.






















                                  13
<PAGE>

                                                  FORM 10-Q
                                                  MARCH 31, 1996


                           SIGNATURES


      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT
OF  1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.


              AMERICAN POWER CONVERSION CORPORATION


                       /s/ Donald M. Muir
                 -------------------------------
                                                     Date: May 13, 1996
                         Donald M. Muir
                     CHIEF FINANCIAL OFFICER
          (PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER)








                              14

                                
                                
                                
                                                  FORM 10-Q
                                                  MARCH 31, 1996


                                                  EXHIBIT 11


     American Power Conversion Corporation and Subsidiaries
                Computation of Earnings Per Share

<TABLE>
<CAPTION>
                                    Three Months Ended        

                                        March 31,             
                                  1996             1995       
                                       (Unaudited)            
                                                              
 Primary:                                                     
 <S>                           <C>               <C>
 Weighted average shares                                      
  outstanding                   93,419,328        92,450,296  
 Net effect of dilutive                                       
  stock  options and warrants                                        
  based on the treasury stock                                          
  method using the average 
  market price                     331,119           886,437

     Total                      93,750,447        93,336,733  
                                                              
 Net Income                    $15,212,570       $18,269,813  
                                                              
 Per share amount                    $0.16             $0.20  
                                                              
 Fully Diluted:                                               
 Weighted average shares                                      
  outstanding                   93,419,328        92,450,296  
 Net effect of dilutive                                       
  stock options and warrants                                        
  based on the treasury stock                                       
  method using the period end 
  market price                     367,297           829,456  

     Total                      93,786,625        93,279,752  
                                                              
 Net income                    $15,212,570       $18,269,813  
                                                              
 Per share amount                    $0.16             $0.20  
</TABLE>
                                                              



                                  15

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEET AT MARCH 31, 1996 AND CONSOLIDATED
CONDENSED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<EXCHANGE-RATE>                                   1.00
<CASH>                                      67,070,535
<SECURITIES>                                         0
<RECEIVABLES>                               82,069,047
<ALLOWANCES>                                 8,395,000
<INVENTORY>                                136,843,152
<CURRENT-ASSETS>                           300,406,629
<PP&E>                                      92,968,072
<DEPRECIATION>                              24,874,737
<TOTAL-ASSETS>                             369,670,863
<CURRENT-LIABILITIES>                       55,233,639
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       936,898
<OTHER-SE>                                 308,357,326
<TOTAL-LIABILITY-AND-EQUITY>               369,670,863
<SALES>                                    141,625,835
<TOTAL-REVENUES>                           141,625,835
<CGS>                                       83,440,749
<TOTAL-COSTS>                              119,458,049
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                             22,875,570
<INCOME-TAX>                                 7,663,000
<INCOME-CONTINUING>                         15,212,570
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                15,212,570
<EPS-PRIMARY>                                     0.16
<EPS-DILUTED>                                     0.16
        

</TABLE>


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