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8-K - FORM 8-K - Sensata Technologies Holding plcform8k04292014.htm


 
 
 
Contact:
 
 
 
 
 
Investors
 
News Media
Jacob Sayer
 
Linda Megathlin
(508) 236-3800
 
(508) 236-1761
investors@sensata.com
 
lmegathlin@sensata.com
            

SENSATA TECHNOLOGIES HOLDING N.V. ANNOUNCES
FIRST QUARTER 2014 RESULTS

First quarter 2014 Net revenue was $551.6 million, an increase of 17.3% from the first quarter 2013.

First quarter 2014 Net income was $68.4 million, or $0.39 per diluted share.

First quarter 2014 Adjusted net income1 was $98.1 million, or $0.56 per diluted share.

Almelo, the Netherlands – April 29, 2014 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the first quarter ended March 31, 2014.

Highlights of the First Quarter ended March 31, 2014

Net revenue for the first quarter 2014 was $551.6 million, an increase of $81.2 million, or 17.3%, from Net revenue for the first quarter 2013 of $470.4 million.

Net income for the first quarter 2014 was $68.4 million, or $0.39 per diluted share including acquisition integration costs of $2.7 million. This compares to Net income of $34.7 million, or $0.19 per diluted share, for the first quarter of 2013.

Adjusted net income1 for the first quarter 2014 was $98.1 million, or $0.56 per diluted share, which was 17.8% of Net revenue. This compares to Adjusted net income1 for the first quarter 2013 of $86.7 million, or $0.48 per diluted share, which was 18.4% of Net revenue.

"We are off to a good start in 2014 as the team's execution drove better-than-expected net revenue growth and solid earnings performance," said Martha Sullivan, President and Chief Executive Officer. “For the balance of the year we believe Sensata can achieve double-digit Net revenue growth.”

The Company spent $36.2 million, or 6.5% of Net revenue, on research, development and engineering related costs in the first quarter of 2014, an increase of 22.3% over the first quarter of

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2013 to fund growth initiatives. These costs reside in both the Cost of revenue and the Research and development lines of the Condensed Consolidated Statements of Operations.

The Company’s ending cash balance at March 31, 2014 was $334.1 million. During the first quarter, the Company generated cash of $105.4 million from operations, used cash of $83.2 million in investing activities and used cash of $6.1 million in financing activities.

The Company recorded an income tax provision of $8.1 million for the first quarter 2014. Approximately $7.5 million of the provision, or 5.9% of Adjusted EBIT, related to taxes that are payable in cash and approximately $0.6 million related to deferred income tax expense and other income tax expense.

The Company’s total indebtedness at March 31, 2014 was $1.7 billion. The Company’s Net debt2 was $1.4 billion resulting in a Net leverage ratio2 of 2.5X. Standard and Poor's recently upgraded its corporate rating on the Company and the ratings on the Company's outstanding bond issues to BB+ and the rating on the Company's outstanding term loan to BBB.

In February 2014, our Board of Directors authorized a $250.0 million share buyback program. During the first quarter, we repurchased 0.3 million ordinary shares under this and its predecessor program for an aggregate purchase price of approximately $11.3 million.

Segment Performance

 
 
Three months ended
$ in 000s
 
March 31, 2014
 
March 31, 2013
Sensors net revenue
 
$
412,740

 
$
332,633

Sensors profit from operations
 
$
116,616

 
$
93,192

% of Sensors net revenue
 
28.3
%
 
28.0
%
 
 
 
 
 
Controls net revenue
 
$
138,854

 
$
137,780

Controls profit from operations
 
$
40,751

 
$
43,354

% of Controls net revenue
 
29.3
%
 
31.5
%

Guidance

The Company anticipates net revenue of $555 million to $575 million for the second quarter 2014, which, at the midpoint, is 11.6% higher than second quarter 2013 Net revenue of $506.4 million. The Company further anticipates Adjusted EBITDA of $147 million to $153 million for the second quarter 2014. The Company also expects Adjusted net income1 of $103 million to $108 million, or $0.59 to $0.62 per diluted share for the second quarter 2014. At the midpoint, this represents 12.0% growth compared to second quarter 2013 Adjusted net income per diluted share of $0.54. This guidance assumes a diluted share count of 174.5 million for the second quarter 2014.


1See Non-GAAP Measures for discussion of Adjusted net income which includes a reconciliation of this measure to Net income.

2Net debt represents total indebtedness including Capital lease and other financing obligations, less Cash and cash equivalents.  The Net leverage ratio represents Net debt divided by Adjusted EBITDA for the last twelve months.


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Company Earnings Conference Call

The Company will conduct a conference call today at 8:00 AM eastern time to discuss the financial results for its first quarter ended March 31, 2014. The U.S. dial in number is 877-486-0682 and the non-U.S. dial in number is 706-634-5536. The passcode is 14319869. A live webcast of the conference call will also be available on the investor relations page of the Company’s website at http://investors.sensata.com.

For those unable to participate in the conference call, a replay will be available for one week following the call. To access the replay, the U.S. dial in number is 855-859-2056 and the non-U.S. dial in number is 404-537-3406. The replay passcode is 14319869. A replay of the call will be also available by webcast for an extended period of time at the Company’s website, at http://investors.sensata.com.

About Sensata Technologies Holding N.V.

Sensata Technologies Holding N.V. is one of the world’s leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in ten countries.  Sensata’s products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning and ventilation, data, telecommunications, recreational vehicle and marine applications. For more information, please visit Sensata’s website at www.sensata.com.

Safe Harbor Statement

This earnings release contains forward-looking statements within the meaning of the federal securities laws.  These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable, and our future prospects, developments and business.  Such forward-looking statements include, among other things, the Company’s anticipated results for the second quarter and full year 2014.  Such statements involve risks or uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements.  Factors that might cause these differences include, but are not limited to, risks associated with: worldwide economic conditions; adverse developments in the automotive industry; competitive pressures; pricing and other pressures from customers; fluctuations in foreign currency exchange, commodity and interest rates; governmental regulations, policies, and practices relating to the Company’s non-US operations and international business; integration of acquired companies; litigation and disputes involving the Company, including the extent of product liability and warranty claims asserted against the Company; non-performance by suppliers; the loss of one or more suppliers of raw materials; fundamental changes in the industries in which the Company operates; and the Company’s ability to secure financing to operate and grow its business or to explore opportunities.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak to results only as of the date the statements were made; and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether to reflect any future events or circumstances or otherwise.  For a discussion of potential risks and uncertainties, please refer to the risk factors listed in the Company’s SEC filings.  Copies of the Company’s filings are available from its Investor Relations department or from the SEC website, www.sec.gov.

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SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Operations
(Unaudited)

(In 000s, except per share amounts)
 
 
 
 
 
 
For the three months ended
 
 
March 31, 2014
 
March 31, 2013
Net revenue
 
$
551,594

 
$
470,413

Operating costs and expenses:
 
 
 
 
Cost of revenue
 
357,199

 
308,682

Research and development
 
17,664

 
13,616

Selling, general and administrative
 
44,672

 
38,254

Amortization of intangible assets
 
32,016

 
33,386

Restructuring and special charges
 
865

 
1,676

Total operating costs and expenses
 
452,416

 
395,614

Profit from operations
 
99,178

 
74,799

Interest expense
 
(23,512
)
 
(24,135
)
Interest income
 
308

 
148

Other, net
 
538

 
(2,601
)
Income before taxes
 
76,512

 
48,211

Provision for income taxes
 
8,139

 
13,546

Net income
 
$
68,373

 
$
34,665

 
 
 
 
 
Net income per share:
 
 
 
 
Basic
 
$
0.40

 
$
0.19

Diluted
 
$
0.39

 
$
0.19

 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
Basic
 
172,085

 
177,936

Diluted
 
174,151

 
181,522



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SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

($ in 000s)
 
 
 
 
 
 
For the three months ended
 
 
March 31, 2014
 
March 31, 2013
Net income
 
$
68,373

 
$
34,665

Other comprehensive income, net of tax:
 
 
 
 
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
 
2,165

 
8,607

Amortization of net loss and prior service (credit)/cost on defined benefit and retiree healthcare plans
 
(71
)
 
454

Other comprehensive income
 
2,094

 
9,061

Comprehensive income
 
$
70,467

 
$
43,726



5



SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Balance Sheets
(Unaudited)

($ in 000s)
 
 
 
 
 
 
March 31, 2014
 
December 31, 2013
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
334,064

 
$
317,896

Accounts receivable, net of allowances
 
352,998

 
291,723

Inventories
 
199,135

 
183,395

Deferred income tax assets
 
21,817

 
20,975

Prepaid expenses and other current assets
 
42,034

 
41,642

Total current assets
 
950,048

 
855,631

Property, plant and equipment, net
 
368,598

 
344,657

Goodwill
 
1,774,346

 
1,756,049

Other intangible assets, net
 
498,442

 
502,388

Deferred income tax assets
 
10,623

 
10,623

Deferred financing costs
 
18,231

 
19,132

Other assets
 
11,109

 
10,344

Total assets
 
$
3,631,397

 
$
3,498,824

 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt, capital lease and other financing obligations
 
$
7,475

 
$
8,100

Accounts payable
 
209,549

 
177,539

Income taxes payable
 
8,174

 
5,785

Accrued expenses and other current liabilities
 
152,355

 
123,239

Deferred income tax liabilities
 
3,742

 
3,829

Total current liabilities
 
381,295

 
318,492

Deferred income tax liabilities
 
295,531

 
281,364

Pension and post-retirement benefit obligations
 
19,234

 
19,508

Capital lease and other financing obligations, less current portion
 
48,089

 
48,845

Long-term debt, net of discount, less current portion
 
1,665,917

 
1,667,021

Other long-term liabilities
 
10,165

 
22,006

Total liabilities
 
2,420,231

 
2,357,236

Total shareholders’ equity
 
1,211,166

 
1,141,588

Total liabilities and shareholders’ equity
 
$
3,631,397

 
$
3,498,824



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SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in 000s)
 
 
 
 
 
 
For the three months ended
 
 
March 31, 2014
 
March 31, 2013
Cash flows from operating activities:
 
 
 
 
Net income
 
$
68,373

 
$
34,665

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
15,603

 
13,044

Amortization of deferred financing costs and original issue discounts
 
986

 
1,237

Currency remeasurement gain on debt
 
(122
)
 
(77
)
Share-based compensation
 
2,585

 
1,949

Amortization of inventory step-up to fair value
 
683

 

Amortization of intangible assets
 
32,016

 
33,386

Loss on disposition of assets
 
34

 
656

Deferred income taxes
 
4,478

 
7,147

Gains from insurance proceeds
 
(2,417
)
 

Unrealized (gain)/loss on hedges and other non-cash items
 
(2,824
)
 
2,157

Changes in operating assets and liabilities, net of effects of acquisitions
 
(13,999
)
 
(9,342
)
Net cash provided by operating activities
 
105,396

 
84,822

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to property, plant and equipment and capitalized software
 
(27,308
)
 
(14,256
)
Insurance proceeds
 
2,417

 
1,400

Acquisition payments, net of cash received
 
(58,281
)
 
(411
)
Net cash used in investing activities
 
(83,172
)
 
(13,267
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
 
7,836

 
4,320

Payments on debt
 
(2,582
)
 
(3,296
)
Payments to repurchase ordinary shares
 
(11,310
)
 
(55,093
)
Net cash used in financing activities
 
(6,056
)
 
(54,069
)
Net change in cash and cash equivalents
 
16,168

 
17,486

Cash and cash equivalents, beginning of period
 
317,896

 
413,539

Cash and cash equivalents, end of period
 
$
334,064

 
$
431,025


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Net Revenue by Business, Geography and End Market

(% of total net revenue)
 
Three months ended March 31,
 
 
2014
 
2013
Sensors
 
74.8
%
 
70.7
%
Controls
 
25.2
%
 
29.3
%
Total
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended March 31,
 
 
2014
 
2013
Americas
 
39.2
%
 
37.4
%
Europe
 
29.2
%
 
29.8
%
Asia
 
31.6
%
 
32.8
%
Total
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended March 31,
 
 
2014
 
2013
European automotive
 
25.0
%
 
24.4
%
North American automotive
 
17.2
%
 
15.6
%
Asian automotive
 
20.0
%
 
20.4
%
Rest of world automotive
 
0.6
%
 
1.0
%
Heavy vehicle off-road
 
11.3
%
 
8.7
%
Appliance and heating, ventilation and air-conditioning
 
8.9
%
 
10.6
%
Industrial
 
7.5
%
 
9.0
%
All other
 
9.5
%
 
10.3
%
Total
 
100.0
%
 
100.0
%

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Non-GAAP Measures

Adjusted net income is a non-GAAP financial measure. The Company defines Adjusted net income as follows: net income before costs associated with debt refinancing and other financing activities, unrealized (gain)/loss on other hedges and (gain)/loss on currency remeasurement on debt, depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory, deferred income tax and other tax expense, amortization of deferred financing costs, restructuring and special charges, and other costs. The Company believes Adjusted net income provides investors with helpful information with respect to the performance of the Company’s operations and management uses Adjusted net income to evaluate its ongoing operations and for internal planning and forecasting purposes. Adjusted net income is not a measure of liquidity. See the tables below which reconcile Net income to Adjusted net income and Projected GAAP earnings per share to Projected Adjusted net income per share.

The following unaudited table reconciles the Company’s Net income to Adjusted net income for the first quarter ended March 31, 2014 and 2013.

(In 000s, except per share amounts)
 
Three months ended March 31,
 
 
2014
 
2013
Net income
 
$
68,373

 
$
34,665

Financing and other transaction costs
 
68

 
602

Deferred (gain)/loss on other hedges and (gain)/loss on currency remeasurement on debt, net
 
(4,194
)
 
3,229

Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
34,622

 
33,912

Deferred income tax and other tax expense
 
613

 
7,672

Amortization of deferred financing costs
 
986

 
1,237

Restructuring and special charges
 
(2,417
)
 
5,382

Total adjustments
 
$
29,678

 
$
52,034

Adjusted net income
 
$
98,051

 
$
86,699

Weighted average diluted shares outstanding used in Adjusted net income per share calculation
 
174,151

 
181,522

Adjusted net income per diluted share
 
$
0.56

 
$
0.48



The Company’s definition of Adjusted net income includes the current tax expense (benefit) that will be payable (realized) on the Company’s income tax return and excludes deferred income tax and other tax expense. As the Company treats deferred income tax and other tax expense as an adjustment to compute Adjusted net income, the deferred income tax effect associated with the reconciling items would not change Adjusted net income for each period presented. The theoretical current income tax expense/(benefit)associated with the reconciling items above would be as follows: Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets and inventory: $0.6 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively; Restructuring and special charges: $0.0 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively.




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The following unaudited table identifies where in the Condensed Consolidated Statement of Operations the adjustments to reconcile Net income to Adjusted net income were recorded for the first quarter ended March 31, 2014 and 2013.
($ in 000s)
 
Three months ended March 31,
 
 
2014
 
2013
Cost of revenue
 
$
557

 
$
4,275

Selling, general and administrative
 
68

 
602

Amortization of intangible assets
 
31,648

 
33,004

Restructuring and special charges
 

 
2,015

Interest expense
 
986

 
1,237

Other, net
 
(4,194
)
 
3,229

Provision for income taxes
 
613

 
7,672

Total adjustments
 
$
29,678

 
$
52,034



The following unaudited table reconciles the Company’s Projected GAAP earnings per share to Projected Adjusted net income per diluted share for the second quarter ended June 30, 2014 and full year ended December 31, 2014. The amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not add due to the effect of rounding.
 
 
Three months ended
June 30, 2014
 
Full year ended
December 31, 2014
 
 
Low End
 
High End
 
Low End
 
High End
 
 
 
 
 
 
 
 
 
Projected GAAP earnings per diluted share
 
$
0.36

 
$
0.39

 
$
1.38

 
$
1.58

Deferred loss/(gain) on other hedges and loss/(gain) on currency remeasurement on debt, net
 

 

 
(0.02
)
 
(0.02
)
Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets and inventory
 
0.18

 
0.18

 
0.74

 
0.74

Deferred income tax and other tax expense
 
0.06

 
0.06

 
0.18

 
0.18

Amortization of deferred financing costs
 
0.01

 
0.01

 
0.03

 
0.03

Restructuring and special charges
 
(0.02
)
 
(0.02
)
 
(0.03
)
 
(0.03
)
Projected Adjusted net income per diluted share
 
$
0.59

 
$
0.62

 
$
2.28

 
$
2.48

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
 
174,500

 
174,500

 
175,000

 
175,000


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SENSATA TECHNOLOGIES HOLDING N.V.

Notes to unaudited Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows

Basis of Presentation
The accompanying unaudited Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. This information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Estimates used may change as new events occur or additional information is obtained. Actual results could differ from those estimates.


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