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8-K - FORM 8-K - Sensata Technologies Holding plcform8k10282014.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 THIRD QUARTER 2014 RESULTS

Third quarter 2014 Net revenue was $577.1 million.

Third quarter 2014 Net income was $82.0 million, or $0.48 per diluted share.

Third quarter 2014 Adjusted net income1 was $107.7 million, or $0.63 per diluted share.

Almelo, the Netherlands – October 28, 2014 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the three and nine months ended September 30, 2014.

Highlights of the Three and Nine Months ended September 30, 2014

Net revenue for the third quarter 2014 was $577.1 million, an increase of $78.2 million, or 15.7%, from $498.9 million for the third quarter 2013. Net income for the third quarter 2014 was $82.0 million, or $0.48 per diluted share. This compares to Net income for the third quarter 2013 of $66.0 million, or $0.37 per diluted share. Adjusted net income1 for the third quarter 2014 was $107.7 million, or $0.63 per diluted share, which was 18.7% of Net revenue. This was an increase of 10.1% compared to Adjusted net income1 for the third quarter 2013 of $97.9 million, or $0.55 per diluted share, which was 19.6% of Net revenue. Integration charges related to acquisitions were $2.4 million for the third quarter of 2014 as compared to $0.6 million for the third quarter of 2013.

Net revenue for the nine months ended September 30, 2014 was $1,704.5 million, an increase of $228.8 million, or 15.5%, from $1,475.7 million for the nine months ended September 30, 2013. Net income for the nine months ended September 30, 2014 was $214.2 million, or $1.24 per diluted share. This compares to Net income for the nine months ended September 30, 2013 of $121.1 million, or $0.67 per diluted share. Adjusted net income1 for the nine months ended September 30, 2014 was $312.6 million, or $1.81 per diluted share, which was 18.3% of Net revenue. This was an increase of 11.5% compared to Adjusted net income1 for the nine months ended September 30, 2013 of $280.3 million, or $1.56 per diluted share, which was 19.0% of Net revenue.

"We continue to deliver on our promises of strong organic revenue growth driven by increasing content and superior capital deployment through high-returning acquisitions," said Martha Sullivan, President and Chief Executive Officer. “We are also excited to welcome the high-performance

1


teams of both DeltaTech Controls and Schrader International. These businesses will make great additions to Sensata.”

The Company spent $38.0 million, or 6.6% of Net revenue, on research, development and engineering related costs in the third quarter of 2014 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 September 30, 2014 was $196.7 million. During the first nine months of 2014, the Company generated cash of $280.1 million from operations, used cash of $391.7 million in investing activities and used cash of $9.6 million in financing activities.

The Company recorded an income tax benefit of $22.0 million for the third quarter 2014. Approximately $7.0 million of the provision, or 5.1% of Adjusted EBIT, related to taxes that are payable in cash and approximately $(29.0) million related to deferred income tax expense and other income tax expense.

The Company’s total indebtedness at September 30, 2014 was $1.9 billion. The Company’s Net debt2 was $1.7 billion, resulting in a Net leverage ratio2 of 2.9x as of September 30, 2014. After the end of the quarter, the Company issued an additional $1.0 billion of debt comprised of new Senior Notes and Term Loans to fund the acquisition of Schrader International.

Segment Performance
 
 
Three months ended
 
Nine months ended
$ in 000s
 
September 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Sensors net revenue
 
$
429,020

 
$
358,159

 
$
1,261,736

 
$
1,052,124

Sensors profit from operations
 
118,056

 
109,918

 
354,386

 
311,948

% of Sensors net revenue
 
27.5
%
 
30.7
%
 
28.1
%
 
29.6
%
 
 
 
 
 
 
 
 
 
Controls net revenue
 
$
148,075

 
$
140,727

 
$
442,806

 
$
423,593

Controls profit from operations
 
44,765

 
41,638

 
132,454

 
130,708

% of Controls net revenue
 
30.2
%
 
29.6
%
 
29.9
%
 
30.9
%


Guidance
The Company anticipates Net revenue of $680 to $705 million for the fourth quarter 2014, which, at the midpoint, is 37% higher than fourth quarter 2013 Net revenue of $505 million. The Company further anticipates Adjusted EBITDA of $148 to $158 million for the fourth quarter 2014. In addition, the Company expects Adjusted net income1 of $84 to $92 million, or $0.49 to $0.54 per diluted share for the fourth quarter 2014. This guidance includes anticipated dilution of approximately $(0.09) to $(0.11) per diluted share associated with the acquisition of Schrader International. This guidance assumes a diluted share count of 170.9 million for the fourth 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.

2


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 third quarter ended September 30, 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 14443880. A live webcast and a replay of the conference call will also be available on the investor relations page of 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 sixteen 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 fourth quarter 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; general conditions in the automotive industry; continued fundamental changes in the industries in which the Company operates; the Company’s ability to maintain existing relationships with customers and its exposure to industry and customer-specific demand fluctuations; pricing and other pressures from customers; resources required to integrate acquired companies; risks associated with the Company’s non-US operations; the Company's ability to attract and retain key personnel; competitive pressures in the markets in which the Company competes, which could require the Company to lower its prices or result in reduced demand for its products; 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.

3



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

(In 000s, except per share amounts)
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the nine months ended
 
 
September 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Net revenue
 
$
577,095

 
$
498,886

 
$
1,704,542

 
$
1,475,717

Operating costs and expenses:
 
 
 
 
 
 
 
 
Cost of revenue
 
371,940

 
309,061

 
1,097,585

 
940,442

Research and development
 
19,525

 
15,189

 
55,681

 
43,113

Selling, general and administrative
 
52,985

 
40,355

 
148,295

 
121,430

Amortization of intangible assets
 
35,985

 
33,670

 
100,562

 
100,706

Restructuring and special charges
 
4,543

 
512

 
7,148

 
4,538

Total operating costs and expenses
 
484,978

 
398,787

 
1,409,271

 
1,210,229

Profit from operations
 
92,117

 
100,099

 
295,271

 
265,488

Interest expense
 
(23,874
)
 
(23,476
)
 
(70,973
)
 
(71,573
)
Interest income
 
321

 
232

 
910

 
780

Other, net
 
(8,578
)
 
9,390

 
(4,108
)
 
(25,411
)
Income before taxes
 
59,986

 
86,245

 
221,100

 
169,284

(Benefit from)/provision for income taxes
 
(21,977
)
 
20,223

 
6,871

 
48,226

Net income
 
$
81,963

 
$
66,022

 
$
214,229

 
$
121,058

 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.49

 
$
0.38

 
$
1.26

 
$
0.69

Diluted
 
$
0.48

 
$
0.37

 
$
1.24

 
$
0.67

 
 
 
 
 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
 
 
 
 
Basic
 
168,554

 
175,941

 
170,463

 
176,362

Diluted
 
170,765

 
178,629

 
172,611

 
179,519



4



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

($ in 000s)
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the nine months ended
 
 
September 30, 2014
 
September 30, 2013
 
September 30, 2014
 
September 30, 2013
Net income
 
$
81,963

 
$
66,022

 
$
214,229

 
$
121,058

Other comprehensive income/(loss), net of tax:
 
 
 
 
 
 
 
 
Net unrealized gain/(loss) on derivative instruments designated and qualifying as cash flow hedges
 
18,044

 
(7,892
)
 
22,097

 
(1,044
)
Amortization of net loss and prior service (credit)/cost on defined benefit and retiree healthcare plans
 
(170
)
 
434

 
(370
)
 
1,306

Other comprehensive income/(loss)
 
17,874

 
(7,458
)
 
21,727

 
262

Comprehensive income
 
$
99,837

 
$
58,564

 
$
235,956

 
$
121,320



5



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

($ in 000s)
 
 
 
 
 
 
September 30, 2014
 
December 31, 2013
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
196,737

 
$
317,896

Accounts receivable, net of allowances
 
378,747

 
291,723

Inventories
 
274,306

 
183,395

Deferred income tax assets
 
25,408

 
20,975

Prepaid expenses and other current assets
 
56,131

 
41,642

Total current assets
 
931,329

 
855,631

Property, plant and equipment, net
 
419,461

 
344,657

Goodwill
 
1,886,002

 
1,756,049

Other intangible assets, net
 
592,920

 
502,388

Deferred income tax assets
 
10,623

 
10,623

Deferred financing costs
 
18,459

 
19,132

Other assets
 
21,846

 
10,344

Total assets
 
$
3,880,640

 
$
3,498,824

 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt, capital lease and other financing obligations
 
$
168,379

 
$
8,100

Accounts payable
 
219,478

 
177,539

Income taxes payable
 
3,788

 
5,785

Accrued expenses and other current liabilities
 
172,301

 
123,239

Deferred income tax liabilities
 
2,012

 
3,829

Total current liabilities
 
565,958

 
318,492

Deferred income tax liabilities
 
322,440

 
281,364

Pension and post-retirement benefit obligations
 
32,343

 
19,508

Capital lease and other financing obligations, less current portion
 
46,525

 
48,845

Long-term debt, net of discount, less current portion
 
1,663,708

 
1,667,021

Other long-term liabilities
 
25,769

 
22,006

Total liabilities
 
2,656,743

 
2,357,236

Total shareholders’ equity
 
1,223,897

 
1,141,588

Total liabilities and shareholders’ equity
 
$
3,880,640

 
$
3,498,824



6


SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in 000s)
 
For the nine months ended
 
 
September 30, 2014
 
September 30, 2013
Cash flows from operating activities:
 
 
 
 
Net income
 
$
214,229

 
$
121,058

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
45,161

 
38,034

Amortization of deferred financing costs and original issue discounts
 
3,605

 
3,291

Currency remeasurement gain on debt
 
(2
)
 
(354
)
Share-based compensation
 
9,920

 
7,358

Loss on debt refinancing
 

 
7,111

Amortization of inventory step-up to fair value
 
1,658

 

Amortization of intangible assets
 
100,562

 
100,706

(Gain)/loss on disposition of assets
 
(578
)
 
946

Deferred income taxes
 
(13,280
)
 
24,598

Gains from insurance proceeds
 
(2,417
)
 
(5,000
)
Unrealized loss on hedges and other non-cash items
 
7,023

 
12,203

Changes in operating assets and liabilities, net of effects of acquisitions
 
(85,734
)
 
(1,185
)
Net cash provided by operating activities
 
280,147

 
308,766

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to property, plant and equipment and capitalized software
 
(101,104
)
 
(55,523
)
Insurance proceeds
 
2,417

 
6,400

Proceeds from the sale of assets
 
5,467

 
326

Acquisition payments, net of cash received
 
(298,525
)
 
(411
)
Net cash used in investing activities
 
(391,745
)
 
(49,208
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
 
18,083

 
17,229

Proceeds from issuance of debt
 
195,000

 
500,000

Payments on debt
 
(40,993
)
 
(709,816
)
Repurchase of ordinary shares from SCA
 
(169,680
)
 

Payments to repurchase ordinary shares
 
(11,971
)
 
(126,155
)
Payments of debt issuance costs
 

 
(6,156
)
Net cash used in financing activities
 
(9,561
)
 
(324,898
)
Net change in cash and cash equivalents
 
(121,159
)
 
(65,340
)
Cash and cash equivalents, beginning of period
 
317,896

 
413,539

Cash and cash equivalents, end of period
 
$
196,737

 
$
348,199


7


Net Revenue by Business, Geography and End Market

(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Sensors
 
74.3
%
 
71.8
%
 
74.0
%
 
71.3
%
Controls
 
25.7
%
 
28.2
%
 
26.0
%
 
28.7
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Americas
 
40.8
%
 
37.8
%
 
39.4
%
 
37.9
%
Europe
 
27.4
%
 
29.0
%
 
28.5
%
 
29.6
%
Asia
 
31.8
%
 
33.2
%
 
32.1
%
 
32.5
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
European automotive
 
22.4
%
 
22.8
%
 
23.8
%
 
23.8
%
North American automotive
 
15.9
%
 
16.8
%
 
16.4
%
 
16.1
%
Asian automotive
 
19.9
%
 
20.0
%
 
20.0
%
 
19.9
%
Rest of world automotive
 
0.5
%
 
0.6
%
 
0.5
%
 
0.9
%
Heavy vehicle off-road
 
14.9
%
 
10.6
%
 
12.5
%
 
9.6
%
Appliance and heating, ventilation and air-conditioning
 
8.0
%
 
9.3
%
 
8.7
%
 
10.1
%
Industrial
 
7.7
%
 
9.2
%
 
7.8
%
 
9.2
%
All other
 
10.7
%
 
10.7
%
 
10.3
%
 
10.4
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%

8


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 financing and other transaction costs; deferred (gain)/loss on other hedges and (gain)/loss on currency remeasurement on debt, net; 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; and restructuring and special charges. 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 three and nine months ended September 30, 2014 and 2013.

(In 000s, except per share amounts)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Net income
 
$
81,963

 
$
66,022

 
$
214,229

 
$
121,058

Financing and other transaction costs
 
4,242

 

 
5,500

 
9,179

Deferred (gain)/loss on other hedges and (gain)/loss on currency remeasurement on debt, net
 
7,200

 
(12,723
)
 
(3,424
)
 
13,595

Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
36,951

 
34,130

 
105,001

 
101,997

Deferred income tax and other tax expense
 
(29,008
)
 
12,594

 
(15,965
)
 
25,560

Amortization of deferred financing costs
 
1,219

 
1,028

 
3,605

 
3,291

Restructuring and special charges
 
5,153

 
(3,188
)
 
3,657

 
5,605

Total adjustments
 
$
25,757

 
$
31,841

 
$
98,374

 
$
159,227

Adjusted net income
 
$
107,720

 
$
97,863

 
$
312,603

 
$
280,285

Weighted average diluted shares outstanding used in Adjusted net income per share calculation
 
170,765

 
178,629

 
172,611

 
179,519

Adjusted net income per diluted share
 
$
0.63

 
$
0.55

 
$
1.81

 
$
1.56



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: Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory: $0.2 million and $0.3 million for the three months ended September 30, 2014 and 2013, respectively, and $1.0 million and $0.8 million for the nine months ended September 30, 2014 and 2013, respectively; Restructuring and special charges: $0.3 million and ($1.0) million for the three months ended September 30, 2014 and 2013, respectively, and $0.3 million and $0.9 million for the nine months ended September 30, 2014 and 2013, respectively.


9




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 three and nine months ended September 30, 2014 and 2013.
($ in 000s)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Cost of revenue
 
$
2,495

 
$
(2,841
)
 
$
4,280

 
$
3,156

Selling, general and administrative
 
5,273

 

 
6,531

 
971

Amortization of intangible assets
 
35,095

 
33,327

 
98,943

 
99,657

Restructuring and special charges
 
3,483

 
456

 
4,404

 
4,789

Interest expense
 
1,219

 
1,028

 
3,605

 
3,291

Other, net
 
7,200

 
(12,723
)
 
(3,424
)
 
21,803

(Benefit from)/provision for income taxes
 
(29,008
)
 
12,594

 
(15,965
)
 
25,560

Total adjustments
 
$
25,757

 
$
31,841

 
$
98,374

 
$
159,227



The following unaudited table reconciles the Company’s projected GAAP earnings per share to projected Adjusted net income per diluted share for the three months ended December 31, 2014 and full year ended December 31, 2014. Amounts in the table below do not include the per share impact of depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory or deferred income tax and other tax expense associated with the acquisition of Schrader International. 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
December 31, 2014
 
Full year ended
December 31, 2014
 
 
Low End
 
High End
 
Low End
 
High End
 
 
 
 
 
 
 
 
 
Projected GAAP earnings per diluted share
 
$
0.15

 
$
0.19

 
$
1.40

 
$
1.44

Financing and other transaction costs
 
0.06

 
0.07

 
0.09

 
0.10

Deferred gain on other hedges and gain on currency remeasurement on debt, net
 

 

 
(0.02
)
 
(0.02
)
Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
0.21

 
0.21

 
0.81

 
0.81

Deferred income tax and other tax expense
 
0.06

 
0.06

 
(0.04
)
 
(0.04
)
Amortization of deferred financing costs
 
0.01

 
0.01

 
0.03

 
0.03

Restructuring and special charges
 

 

 
0.03

 
0.03

Projected Adjusted net income per diluted share
 
$
0.49

 
$
0.54

 
$
2.30

 
$
2.35

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
 
170,900

 
170,900

 
172,200

 
172,200


10


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 and the interim condensed consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2014. 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.


11