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8-K - FORM 8-K - Sensata Technologies Holding plcform8k10272015.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 2015 RESULTS

Third quarter 2015 Net revenue was $727.4 million.

Third quarter 2015 Net income was $53.2 million, or $0.31 per diluted share.

Third quarter 2015 Adjusted net income1 was $123.3 million, or $0.72 per diluted share.

Almelo, the Netherlands – October 27, 2015 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the third quarter ended September 30, 2015.

Highlights of the Three and Nine Months ended September 30, 2015

Net revenue for the third quarter 2015 was $727.4 million, an increase of $150.3 million, or 26.0%, from $577.1 million for the third quarter 2014. Net income for the third quarter 2015 was $53.2 million, or $0.31 per diluted share. This compares to Net income for the third quarter 2014 of $82.0 million, or $0.48 per diluted share. Adjusted net income1 for the third quarter 2015 was $123.3 million which was 17.0% of Net revenue, or $0.72 per diluted share. This was an increase of 14.5% compared to Adjusted net income1 for the third quarter 2014 of $107.7 million which was 18.7% of Net revenue, or $0.63 per diluted share. Integration charges related to acquisitions were $4.1 million for the third quarter of 2015.

Net revenue for the nine months ended September 30, 2015 was $2,248.5 million, an increase of $543.9 million, or 31.9% from $1,704.5 million for the nine months ended September 30, 2014. Net income for the nine months ended September 30, 2015 was $129.4 million, or $0.75 per diluted share. This compares to Net income for the nine months ended September 30, 2014 of $214.2 million, or $1.24 per diluted share. Adjusted net income1 for the nine months ended September 30, 2015 was $358.7 million which was 16.0% of Net revenue, or $2.09 per diluted share. This was an increase of 14.8% compared to Adjusted net income1 for the nine months ended September 30, 2014 of $312.6 million which was 18.3% of Net revenue, or $1.81 per diluted share.

"We delivered strong free cash flow and Adjusted net income for the third quarter in line with our expectations, despite increased headwinds in our end-markets," said Martha Sullivan, President and Chief Executive Officer. “We are undertaking certain cost-containment activities to ensure profitability remains high for the fourth quarter and into 2016.”

1



The Company spent $54.7 million, or 7.5% of Net revenue, on research, development and engineering related costs in the third quarter of 2015 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, 2015 was $258.2 million. During the first nine months of 2015, the Company generated cash of $363.7 million from operations, used cash of $127.2 million in investing activities and used cash of $189.6 million in financing activities.

The Company recorded a provision for income taxes of $13.2 million for the third quarter 2015. Approximately $8.7 million of the provision, or 5.4% of Adjusted EBIT, related to taxes that are payable in cash and approximately $4.5 million related to deferred and other income tax expense.

The Company’s total indebtedness at September 30, 2015 was $2.7 billion, a reduction of $174 million from December 31, 2014 as a result of debt repayment. The Company’s Net debt2 was $2.4 billion, resulting in a Net leverage ratio2 of 3.5x as of September 30, 2015.

Segment Performance
 
 
Three months ended
 
Nine months ended
$ in 000s
 
September 30, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Performance Sensing net revenue
 
$
576,476

 
$
411,076

 
$
1,774,081

 
$
1,206,549

Performance Sensing profit from operations
 
150,782

 
111,220

 
447,662

 
333,271

% of Performance Sensing net revenue
 
26.2
%
 
27.1
%
 
25.2
%
 
27.6
%
 
 
 
 
 
 
 
 
 
Sensing Solutions net revenue
 
$
150,884

 
$
166,019

 
$
474,409

 
$
497,993

Sensing Solutions profit from operations
 
49,734

 
51,601

 
151,069

 
153,569

% of Sensing Solutions net revenue
 
33.0
%
 
31.1
%
 
31.8
%
 
30.8
%

Guidance
Inclusive of the assumed close of the acquisition of the sensing portfolio of Custom Sensors & Technologies, Inc. on December 1st, the Company anticipates Net revenue of $700 to $740 million for the fourth quarter 2015 as compared to fourth quarter 2014 Net revenue of $705.3 million. The Company further anticipates Adjusted EBITDA3 of $176 to $188 million for the fourth quarter 2015. In addition, the Company expects Adjusted net income1 of $106 to $118 million, or $0.62 to $0.69 per diluted share including anticipated dilution of approximately ($0.05) to ($0.06) per diluted share associated with the anticipated acquisition of the sensing portfolio of Custom Sensors & Technologies, Inc. for the fourth quarter 2015, which, at the midpoint, is 15% higher than fourth quarter 2014 Adjusted net income per diluted share of $0.57. This guidance assumes a diluted share count of 171.7 million for the fourth quarter 2015.

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


3The Company defines Adjusted EBITDA as Adjusted net income excluding cash interest expense, cash tax expense, depreciation expense (excluding step-up depreciation expense related to acquisitions) and amortization expense (excluding amortization expense on acquisition related intangibles).


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, 2015. 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 60665779. 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 fifteen 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 the Company's future prospects, developments and business.  Such forward-looking statements include, among other things, the Company’s anticipated results for the fourth quarter 2015.  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: adverse developments in the automotive industry; competitive pressures that could require the Company to lower prices or result in reduced demand for the Company's products; integration of acquired companies, including Schrader; the assumption of known and unknown liabilities in the acquisition of Schrader; risks associated with the contemplated acquisition of the sensing portfolio of Custom Sensors & Technologies, Inc. and the related financing; risks associated with the Company's non-US operations and international business; litigation and disputes involving the Company, including the extent of intellectual property, product liability, and warranty claims asserted against the Company; risks associated with the Company's historical and future tax positions; risks related to labor disruptions or costs; and risks associated with the Company's substantial indebtedness.  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, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Net revenue
 
$
727,360

 
$
577,095

 
$
2,248,490

 
$
1,704,542

Operating costs and expenses:
 
 
 
 
 
 
 
 
Cost of revenue
 
476,634

 
371,940

 
1,501,142

 
1,097,585

Research and development
 
30,816

 
19,525

 
92,794

 
55,681

Selling, general and administrative
 
66,233

 
52,985

 
203,637

 
148,295

Amortization of intangible assets
 
45,184

 
35,985

 
136,068

 
100,562

Restructuring and special charges
 
1,615

 
4,543

 
12,424

 
7,148

Total operating costs and expenses
 
620,482

 
484,978

 
1,946,065

 
1,409,271

Profit from operations
 
106,878

 
92,117

 
302,425

 
295,271

Interest expense, net
 
(29,706
)
 
(23,553
)
 
(96,029
)
 
(70,063
)
Other, net
 
(10,805
)
 
(8,578
)
 
(44,647
)
 
(4,108
)
Income before taxes
 
66,367

 
59,986

 
161,749

 
221,100

Provision for/(benefit from) income taxes
 
13,215

 
(21,977
)
 
32,342

 
6,871

Net income
 
$
53,152

 
$
81,963

 
$
129,407

 
$
214,229

 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.31

 
$
0.49

 
$
0.76

 
$
1.26

Diluted
 
$
0.31

 
$
0.48

 
$
0.75

 
$
1.24

 
 
 
 
 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
 
 
 
 
Basic
 
170,147

 
168,554

 
169,880

 
170,463

Diluted
 
171,608

 
170,765

 
171,512

 
172,611



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, 2015
 
September 30, 2014
 
September 30, 2015
 
September 30, 2014
Net income
 
$
53,152

 
$
81,963

 
$
129,407

 
$
214,229

Other comprehensive (loss)/income, net of tax:
 
 
 
 
 
 
 
 
Deferred (loss)/gain on derivative instruments, net of reclassifications
 
(17,430
)
 
18,044

 
(13,058
)
 
22,097

Defined benefit and retiree healthcare plans
 
742

 
(170
)
 
760

 
(370
)
Other comprehensive (loss)/income
 
(16,688
)
 
17,874

 
(12,298
)
 
21,727

Comprehensive income
 
$
36,464

 
$
99,837

 
$
117,109

 
$
235,956



5



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

($ in 000s)
 
 
 
 
 
 
September 30, 2015
 
December 31, 2014
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
258,209

 
$
211,329

Accounts receivable, net of allowances
 
481,737

 
444,852

Inventories
 
341,361

 
356,364

Deferred income tax assets
 
17,066

 
15,301

Prepaid expenses and other current assets
 
112,039

 
90,918

Total current assets
 
1,210,412

 
1,118,764

Property, plant and equipment, net
 
651,020

 
589,484

Goodwill
 
2,429,158

 
2,424,795

Other intangible assets, net
 
779,317

 
910,774

Deferred income tax assets
 
20,102

 
16,750

Deferred financing costs
 
27,029

 
29,102

Other assets
 
19,565

 
26,940

Total assets
 
$
5,136,603

 
$
5,116,609

 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt, capital lease and other financing obligations
 
$
69,557

 
$
145,979

Accounts payable
 
297,940

 
287,800

Income taxes payable
 
14,606

 
7,516

Accrued expenses and other current liabilities
 
256,940

 
222,781

Deferred income tax liabilities
 
12,236

 
13,430

Total current liabilities
 
651,279

 
677,506

Deferred income tax liabilities
 
374,246

 
362,738

Pension and post-retirement benefit obligations
 
33,086

 
35,799

Capital lease and other financing obligations, less current portion
 
43,814

 
45,113

Long-term debt, net of discount, less current portion
 
2,554,538

 
2,650,744

Other long-term liabilities
 
33,243

 
41,817

Total liabilities
 
3,690,206

 
3,813,717

Total shareholders’ equity
 
1,446,397

 
1,302,892

Total liabilities and shareholders’ equity
 
$
5,136,603

 
$
5,116,609



6


SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in 000s)
 
For the nine months ended
 
 
September 30, 2015
 
September 30, 2014
Cash flows from operating activities:
 
 
 
 
Net income
 
$
129,407

 
$
214,229

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
71,162

 
45,161

Amortization of deferred financing costs and discounts
 
4,755

 
3,605

Currency remeasurement gain on debt
 
(2,082
)
 
(2
)
Share-based compensation
 
11,093

 
9,920

Loss on debt financing
 
25,538

 

Amortization of inventory step-up to fair value
 

 
1,658

Amortization of intangible assets
 
136,068

 
100,562

Deferred income taxes
 
11,237

 
(13,280
)
Gains from insurance proceeds
 

 
(2,417
)
Unrealized loss on hedges and other non-cash items
 
13,541

 
6,445

Changes in operating assets and liabilities, net of effects of acquisitions
 
(37,006
)
 
(85,734
)
Net cash provided by operating activities
 
363,713

 
280,147

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Acquisition of Schrader, net of cash received
 
(958
)
 

Other acquisitions, net of cash received
 
3,881

 
(298,525
)
Additions to property, plant and equipment and capitalized software
 
(130,243
)
 
(101,104
)
Insurance proceeds
 

 
2,417

Proceeds from the sale of assets
 
102

 
5,467

Net cash used in investing activities
 
(127,218
)
 
(391,745
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
 
15,361

 
18,083

Proceeds from issuance of debt
 
1,795,120

 
195,000

Payments on debt
 
(1,970,685
)
 
(40,993
)
Repurchase of ordinary shares from SCA
 

 
(169,680
)
Payments to repurchase ordinary shares
 
(50
)
 
(11,971
)
Payments of debt issuance costs
 
(29,361
)
 

Net cash used in financing activities
 
(189,615
)
 
(9,561
)
Net change in cash and cash equivalents
 
46,880

 
(121,159
)
Cash and cash equivalents, beginning of period
 
211,329

 
317,896

Cash and cash equivalents, end of period
 
$
258,209

 
$
196,737


7


Net Revenue by Business, Geography and End Market

(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Performance Sensing
 
79.3
%
 
71.2
%
 
78.9
%
 
70.8
%
Sensing Solutions
 
20.7
%
 
28.8
%
 
21.1
%
 
29.2
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Americas
 
42.7
%
 
40.8
%
 
41.1
%
 
39.4
%
Europe
 
33.3
%
 
27.4
%
 
33.6
%
 
28.5
%
Asia
 
24.0
%
 
31.8
%
 
25.3
%
 
32.1
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
European automotive
 
28.2
%
 
22.4
%
 
27.8
%
 
23.8
%
North American automotive
 
22.5
%
 
15.9
%
 
21.7
%
 
16.4
%
Asian automotive
 
16.2
%
 
19.9
%
 
16.9
%
 
20.0
%
Rest of world automotive
 
0.9
%
 
0.5
%
 
0.9
%
 
0.5
%
Heavy vehicle off-road
 
12.0
%
 
14.9
%
 
12.4
%
 
12.5
%
Appliance and heating, ventilation and air-conditioning
 
5.8
%
 
8.0
%
 
6.0
%
 
8.7
%
Industrial
 
6.5
%
 
7.7
%
 
6.3
%
 
7.8
%
All other
 
7.9
%
 
10.7
%
 
8.0
%
 
10.3
%
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 certain restructuring and special charges, costs associated with financing and other transactions, deferred loss/(gain) on other hedges, 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 other costs. The Company believes Adjusted net income provides investors with helpful information with respect to the Company’s operating performance, 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, 2015 and 2014.
(In 000s, except per share amounts)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Net income
 
$
53,152

 
$
81,963

 
$
129,407

 
$
214,229

Restructuring and special charges
 
8,502

 
5,153

 
31,681

 
3,657

Financing and other transaction costs
 
3,659

 
4,242

 
29,455

 
5,500

Deferred loss/(gain) on other hedges
 
5,576

 
7,200

 
12,038

 
(3,424
)
Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
46,403

 
36,951

 
140,057

 
105,001

Deferred income tax and other tax expense
 
4,485

 
(29,008
)
 
11,339

 
(15,965
)
Amortization of deferred financing costs
 
1,524

 
1,219

 
4,755

 
3,605

Total adjustments
 
$
70,149

 
$
25,757

 
$
229,325

 
$
98,374

Adjusted net income
 
$
123,301

 
$
107,720

 
$
358,732

 
$
312,603

Weighted average diluted shares outstanding used in Adjusted net income per share calculation
 
171,608

 
170,765

 
171,512

 
172,611

Adjusted net income per diluted share
 
$
0.72

 
$
0.63

 
$
2.09

 
$
1.81


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/(benefit). As the Company treats deferred income tax and other tax expense/(benefit) 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 any 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: $0.1 million and $0.2 million for the three months ended September 30, 2015 and 2014, respectively, and $0.4 million and $1.0 million for the nine months ended September 30, 2015 and 2014, respectively; Restructuring and special charges: $0.9 million and $0.3 million for the three months ended September 30, 2015 and 2014, respectively, and $2.0 million and $0.3 million for the nine months ended September 30, 2015 and 2014, respectively.

9



The following unaudited table identifies where in the Condensed Consolidated Statements of Operations the adjustments to reconcile Net income to Adjusted net income were recorded for the three and nine months ended September 30, 2015 and 2014.
($ in 000s)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
Cost of revenue
 
$
8,654

 
$
2,495

 
$
31,980

 
$
4,280

Selling, general and administrative
 
5,420

 
5,273

 
11,322

 
6,531

Amortization of intangible assets
 
43,839

 
35,095

 
132,174

 
98,943

Restructuring and special charges
 
651

 
3,483

 
10,596

 
4,404

Interest expense
 
1,524

 
1,219

 
4,755

 
3,605

Other, net
 
5,576

 
7,200

 
32,159

 
(3,424
)
Provision for/(benefit from) income taxes
 
4,485

 
(29,008
)
 
6,339

 
(15,965
)
Total adjustments
 
$
70,149

 
$
25,757

 
$
229,325

 
$
98,374



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, 2015 and full year ended December 31, 2015. 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, 2015
 
Full year ended
December 31, 2015
 
 
Low End
 
High End
 
Low End
 
High End
 
 
 
 
 
 
 
 
 
Projected GAAP earnings per diluted share
 
$
0.21

 
$
0.28

 
$
0.97

 
$
1.04

Restructuring and special charges
 

 

 
0.18

 
0.18

Financing and other transaction costs
 
0.08

 
0.08

 
0.25

 
0.25

Deferred (gain)/loss on other hedges
 

 

 
0.07

 
0.07

Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
0.26

 
0.26

 
1.08

 
1.08

Deferred income tax and other tax (benefit)/expense
 
0.06

 
0.06

 
0.12

 
0.12

Amortization of deferred financing costs
 
0.01

 
0.01

 
0.04

 
0.04

Projected Adjusted net income per diluted share
 
$
0.62

 
$
0.69

 
$
2.71

 
$
2.78

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
 
171.7

 
171.7

 
171.6

 
171.6


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, 2014 and the interim condensed consolidated financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. 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