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8-K - FORM 8-K - Sensata Technologies Holding plcform8k03312016.htm


SENSATA TECHNOLOGIES HOLDING N.V. ANNOUNCES FIRST QUARTER 2016 RESULTS

First quarter 2016 Net revenue was $796.5 million.
First quarter 2016 Net income was $60.6 million, or $0.35 per diluted share.
First quarter 2016 Adjusted net income1 was $113.2 million, or $0.66 per diluted share.
Almelo, the Netherlands – April 26, 2016 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the first quarter ended March 31, 2016.
Highlights of the Three Months ended March 31, 2016
Net revenue for the first quarter 2016 was $796.5 million, an increase of $45.9 million, or 6.1%, from $750.7 million for the first quarter 2015. Net income for the first quarter 2016 was $60.6 million, or $0.35 per diluted share. This compares to Net income for the first quarter 2015 of $35.4 million, or $0.21 per diluted share. Adjusted net income1 for the first quarter 2016 was $113.2 million which was 14.2% of Net revenue, or $0.66 per diluted share. This was an increase of 2.1% compared to Adjusted net income1 for the first quarter 2015 of $110.9 million which was 14.8% of Net revenue, or $0.65 per diluted share. Integration charges related to acquisitions were $3.5 million for the first quarter of 2016.
"Sensata delivered solid financial performance in the first quarter with Adjusted EPS up 8% year over year on a constant currency basis. This was in line with our expectations", said Martha Sullivan, President and Chief Executive Officer. "Sensata remains on track for margin expansion through organic activities and successful acquisition integration. We are also very excited about our strategic partnership with Quanergy in LiDAR sensing, a key enabling technology for autonomous driving."
The Company spent $61.6 million, or 7.7% of Net revenue, on research, development and engineering related costs in the first quarter of 2016 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, 2016 was $348.0 million. During the first three months of 2016, the Company generated cash of $136.2 million from operations, used cash of $87.6 million in investing activities and used cash of $42.9 million in financing activities.
The Company recorded a provision for income taxes of $16.2 million for the first quarter 2016. Approximately $10.4 million of the provision, or 6.4% of Adjusted EBIT, related to taxes that are payable in cash and approximately $5.8 million related to deferred and other income tax expense.



1


The Company’s total indebtedness at March 31, 2016 was $3.6 billion, a reduction of $40.0 million from December 31, 2015 as a result of debt repayment. The Company’s Net debt1 was $3.3 billion, resulting in a Net leverage ratio1 of 4.5x as of March 31, 2016.
Segment Performance
 
 
Three months ended
$ in 000s
 
March 31, 2016
 
March 31, 2015
Performance Sensing net revenue
 
$
597,175

 
$
591,252

Performance Sensing profit from operations
 
145,787

 
143,872

% of Performance Sensing net revenue
 
24.4
%
 
24.3
%
 
 
 
 
 
Sensing Solutions net revenue
 
$
199,374

 
$
159,433

Sensing Solutions profit from operations
 
63,248

 
49,218

% of Sensing Solutions net revenue
 
31.7
%
 
30.9
%
Guidance
The Company anticipates Net revenue of $800 to $840 million for the second quarter 2016 as compared to second quarter 2015 Net revenue of $770 million. In addition, the Company expects Adjusted net income1 of $117 to $127 million, or $0.68 to $0.74 per diluted share for the second quarter 2016, as compared to $0.73 during the second quarter 2015. This guidance assumes a diluted share count of 171.6 million for the second quarter 2016.
For the full year 2016, the Company anticipates net revenue of $3.140 to $3.280 billion which, at the midpoint, represents growth of 7.9% compared to the full year 2015 net revenue of $2.975 billion. In addition, the Company expects Adjusted net income2 of $470 million to $515 million, or $2.74 to $3.00 per diluted share for the full year 2016. At the midpoint, this represents 4.4% growth compared to full year 2015 Adjusted net income2 per diluted share of $2.75. This guidance assumes a diluted share count of 171.7 million for the full year 2016.
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, 2016. The toll-free dial-in number is 877-486-0682 and the Conference ID is 90651216. 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.


1Net debt represents total indebtedness (including Capital lease and other financing obligations but excluding discounts and deferred financing costs) less Cash and cash equivalents.  The Net leverage ratio represents Net debt divided by Adjusted EBITDA for the last twelve months. The 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).
2See Non-GAAP Measures for discussion of Adjusted net income which includes a reconciliation of this measure to Net income.



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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 fourteen 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 strategies. Such forward-looking statements include, among other things, our anticipated results for the second quarter and full year 2016. Such statements involve risks and 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 conditions in the automotive industry; competitive pressures that could require us to lower prices or could result in reduced demand for our products; integration of acquired companies, including CST and Schrader; the assumption of known and unknown liabilities in the acquisition of CST and Schrader; risks associated with our non-US operations and international business; litigation and disputes involving us, including the extent of intellectual property, product liability, warranty, and recall claims asserted against us; risks associated with our historical and future tax positions; risks associated with labor disruptions or increased labor costs; risks associated with our substantial indebtedness; and risks associated with breaches and other disruptions to our information technology infrastructure. 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 we undertake 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 our SEC filings.  Copies of our filings are available from our 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, 2016
 
March 31, 2015
Net revenue
 
$
796,549

 
$
750,685

Operating costs and expenses:
 
 
 
 
Cost of revenue
 
528,378

 
506,633

Research and development
 
31,351

 
30,736

Selling, general and administrative
 
71,931

 
64,396

Amortization of intangible assets
 
50,447

 
45,809

Restructuring and special charges
 
855

 
720

Total operating costs and expenses
 
682,962

 
648,294

Profit from operations
 
113,587

 
102,391

Interest expense, net
 
(42,268
)
 
(34,761
)
Other, net
 
5,488

 
(21,757
)
Income before taxes
 
76,807

 
45,873

Provision for income taxes
 
16,195

 
10,518

Net income
 
$
60,612

 
$
35,355

 
 
 
 
 
Net income per share:
 
 
 
 
Basic
 
$
0.36

 
$
0.21

Diluted
 
$
0.35

 
$
0.21

 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
Basic
 
170,404

 
169,487

Diluted
 
171,257

 
171,262



4



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

($ in 000s)
 
 
 
 
 
 
For the three months ended
 
 
March 31, 2016
 
March 31, 2015
Net income
 
$
60,612

 
$
35,355

Other comprehensive (loss)/income, net of tax:
 
 
 
 
Deferred (loss)/gain on derivative instruments, net of reclassifications
 
(16,703
)
 
21,504

Defined benefit and retiree healthcare plans
 
208

 
(389
)
Other comprehensive (loss)/income
 
(16,495
)
 
21,115

Comprehensive income
 
$
44,117

 
$
56,470



5



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

($ in 000s)
 
 
 
 
 
 
March 31, 2016
 
December 31, 2015
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
347,987

 
$
342,263

Accounts receivable, net of allowances
 
525,684

 
467,567

Inventories
 
344,251

 
358,701

Prepaid expenses and other current assets
 
113,314

 
109,392

Total current assets
 
1,331,236

 
1,277,923

Property, plant and equipment, net
 
699,298

 
694,155

Goodwill
 
3,014,927

 
3,019,743

Other intangible assets, net
 
1,217,720

 
1,262,572

Deferred income tax assets
 
31,840

 
26,417

Other assets
 
66,254

 
18,100

Total assets
 
$
6,361,275

 
$
6,298,910

 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt, capital lease and other financing obligations
 
$
263,898

 
$
300,439

Accounts payable
 
323,214

 
290,779

Income taxes payable
 
18,279

 
21,968

Accrued expenses and other current liabilities
 
271,498

 
251,989

Total current liabilities
 
876,889

 
865,175

Deferred income tax liabilities
 
395,935

 
390,490

Pension and post-retirement benefit obligations
 
35,414

 
34,314

Capital lease and other financing obligations, less current portion
 
35,282

 
36,219

Long-term debt, net of discount and deferred financing costs, less current portion
 
3,263,693

 
3,264,333

Other long-term liabilities
 
37,773

 
39,803

Total liabilities
 
4,644,986

 
4,630,334

Total shareholders’ equity
 
1,716,289

 
1,668,576

Total liabilities and shareholders’ equity
 
$
6,361,275

 
$
6,298,910



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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, 2016
 
March 31, 2015
Cash flows from operating activities:
 
 
 
 
Net income
 
$
60,612

 
$
35,355

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
25,999

 
21,842

Amortization of deferred financing costs and discounts
 
1,844

 
1,653

Currency remeasurement loss/(gain) on debt
 
128

 
(570
)
Share-based compensation
 
3,516

 
3,187

Loss on debt financing
 

 
19,564

Amortization of inventory step-up to fair value
 
2,319

 

Amortization of intangible assets
 
50,447

 
45,809

Deferred income taxes
 
5,547

 
1,357

Unrealized (gain)/loss on hedges and other non-cash items
 
(3,974
)
 
879

Changes in operating assets and liabilities, net of effects of acquisitions
 
(10,236
)
 
(25,966
)
Net cash provided by operating activities
 
136,202

 
103,110

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Acquisition of CST, net of cash received
 
(3,360
)
 

Acquisition of Schrader, net of cash received
 

 
(958
)
Other acquisitions, net of cash received
 

 
3,881

Additions to property, plant and equipment and capitalized software
 
(34,235
)
 
(37,878
)
Investment in equity securities
 
(50,000
)
 

Net cash used in investing activities
 
(87,595
)
 
(34,955
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
 
128

 
4,902

Proceeds from issuance of debt
 

 
700,000

Payments on debt
 
(40,308
)
 
(768,568
)
Payments to repurchase ordinary shares
 
(2,494
)
 

Payments of debt issuance costs
 
(209
)
 
(20,237
)
Net cash used in financing activities
 
(42,883
)
 
(83,903
)
Net change in cash and cash equivalents
 
5,724

 
(15,748
)
Cash and cash equivalents, beginning of period
 
342,263

 
211,329

Cash and cash equivalents, end of period
 
$
347,987

 
$
195,581


7


Net Revenue by Business, Geography and End Market

(% of total net revenue)
 
Three months ended March 31,
 
 
2016
 
2015
Performance Sensing
 
75.0
%
 
78.8
%
Sensing Solutions
 
25.0
%
 
21.2
%
Total
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended March 31,
 
 
2016
 
2015
Americas
 
43.5
%
 
40.8
%
Europe
 
33.4
%
 
33.2
%
Asia
 
23.1
%
 
26.0
%
Total
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended March 31,
 
 
2016
 
2015
European automotive
 
25.5
%
 
27.7
%
North American automotive
 
19.9
%
 
21.2
%
Asian automotive
 
16.1
%
 
17.2
%
Rest of world automotive
 
0.2
%
 
1.0
%
Heavy vehicle off-road
 
14.7
%
 
12.7
%
Appliance and heating, ventilation and air-conditioning
 
5.7
%
 
6.1
%
Industrial
 
10.1
%
 
6.0
%
All other
 
7.8
%
 
8.1
%
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 certain restructuring and special charges, costs associated with financing and other transactions, deferred (gain)/loss 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 months ended March 31, 2016 and 2015.
(In 000s, except per share amounts)
 
Three months ended March 31,
 
 
2016
 
2015
Net income
 
$
60,612

 
$
35,355

Restructuring and special charges
 
3,639

 
1,156

Financing and other transaction costs
 
781

 
19,822

Deferred (gain)/loss on other hedges
 
(13,273
)
 
4,038

Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
53,866

 
47,346

Deferred income tax and other tax expense
 
5,757

 
1,486

Amortization of deferred financing costs
 
1,844

 
1,653

Total adjustments
 
$
52,614

 
$
75,501

Adjusted net income
 
$
113,226

 
$
110,856

Weighted average diluted shares outstanding used in Adjusted net income per share calculation
 
171,257

 
171,262

Adjusted net income per diluted share
 
$
0.66

 
$
0.65

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: $0.0 million and $0.1 million for the three months ended March 31, 2016 and 2015, respectively; and Restructuring and special charges: $0.1 million and $0.1 million for the three months ended March 31, 2016 and 2015, respectively.

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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 months ended March 31, 2016 and 2015.
($ in 000s)
 
Three months ended March 31,
 
 
2016
 
2015
Cost of revenue
 
$
3,373

 
$
9,205

Selling, general and administrative
 
1,645

 
258

Amortization of intangible assets
 
49,068

 
44,616

Restructuring and special charges
 
800

 
98

Interest expense, net
 
1,844

 
1,653

Other, net
 
(9,873
)
 
18,185

Provision for income taxes
 
5,757

 
1,486

Total adjustments
 
$
52,614

 
$
75,501

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 June 30, 2016 and full year ended December 31, 2016. 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, 2016
 
Full year ended
December 31, 2016
 
 
Low End
 
High End
 
Low End
 
High End
 
 
 
 
 
 
 
 
 
Projected GAAP earnings per diluted share
 
$
0.30

 
$
0.36

 
$
1.31

 
$
1.57

Restructuring and special charges
 
0.01

 
0.01

 
0.03

 
0.03

Financing and other transaction costs
 

 

 
0.01

 
0.01

Deferred (gain)/loss on other hedges
 

 

 
(0.08
)
 
(0.08
)
Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory
 
0.30

 
0.30

 
1.21

 
1.21

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

 
0.06

 
0.21

 
0.21

Amortization of deferred financing costs
 
0.01

 
0.01

 
0.05

 
0.05

Projected Adjusted net income per diluted share
 
$
0.68

 
$
0.74

 
$
2.74

 
$
3.00

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
 
171,600

 
171,600

 
171,700

 
171,700


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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, 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.

Contacts:
 
 
 
 
 
Investors:
 
News Media:
Jacob Sayer
 
Alexia Taxiarchos
(508) 236-3800
 
(508) 236-1761
investors@sensata.com
 
ataxiarchos@sensata.com


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