-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGf0mc2P7GAcc1AAGJEGR5uk1tqzNWPTqZXRUx1niNQ+oc8m62K5JOEQ0X/stBNJ hsTLYqx6hbQiBVMmtVCvMQ== 0001144204-07-022067.txt : 20070502 0001144204-07-022067.hdr.sgml : 20070502 20070502083028 ACCESSION NUMBER: 0001144204-07-022067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070502 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070502 DATE AS OF CHANGE: 20070502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies B.V. CENTRAL INDEX KEY: 0001381272 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-139739 FILM NUMBER: 07808401 BUSINESS ADDRESS: STREET 1: 529 PLEASANT STREET CITY: ATTLEBORO STATE: MA ZIP: 02703 BUSINESS PHONE: 508 236-3800 MAIL ADDRESS: STREET 1: 529 PLEASANT STREET CITY: ATTLEBORO STATE: MA ZIP: 02703 8-K 1 v073289_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 2, 2007
 
SENSATA TECHNOLOGIES B.V.
(Exact name of Registrant as specified in its charter)
 
The Netherlands
(State or other jurisdiction of incorporation)
000-1381272
(Commission File Number)
Not Applicable
(IRS Employer Identification No.)
     
Kolthofsingel 8, 7602 EM Almelo
The Netherlands
(Address of Principal executive offices, including Zip Code)
 
31-546-879-555
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


TABLE OF CONTENTS
 
Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits

SIGNATURES
 


Item 2.02 Results of Operations and Financial Condition.
 
On May 2, 2007, Sensata Technologies, B.V. issued a press release announcing its financial results for the quarter ended March 31, 2007. The press release is attached hereto as exhibit 99.1 and incorporated by reference herein.
 
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits
 
99.1 May 2, 2007 press release entitled Sensata Technologies, B.V. Announces Results for the First Quarter 2007 (furnished pursuant to Item 2.02).
 

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 hereunto duly authorized.
 
 
 
SENSATA TECHNOLOGIES B.V.
   
   
Date: May 2, 2007                       /s/ Jeffrey Cote                              
 
Name:   Jeffrey Cote
  Title:     Chief Financial Officer  
 
 
 

 
EXHIBIT INDEX

Exhibit No.
Description
   
99.1
May 2, 2007 press release entitled Sensata Technologies, B.V. Announces Results for the First Quarter 2007.

EX-99.1 2 v073289_ex99-1.txt Sensata Technologies, B.V. Announces Results for the First Quarter 2007 - -- First quarter 2007 net revenue grew to $328.0 million, or 11.5 percent, from $294.2 million in the same period in 2006 - -- First quarter adjusted EBITDA(1) increased to $84.8 million, or 8.2 percent, from $78.4 million in the same period in 2006 ALMELO, Netherlands, May 2 /PRNewswire-FirstCall/ -- Sensata Technologies B.V. reported results for the first quarter 2007. Highlights of the First Quarter 2007 First quarter 2007 net revenue was $328.0 million, which represents an increase of $33.8 million, or 11.5 percent, from the first quarter of 2006 net revenue of $294.2. Adjusted EBITDA(1) of $84.8 million was $6.4 million or 8.2 percent above the first quarter of 2006 Adjusted EBITDA(1) of $78.4. Quarter ending cash balances grew to $89.8 million from $84.8 million at December 31, 2006. This growth in cash is net of the $12.0 million purchase of SMaL Camera Technologies, Inc., (SMaL) and $18.0 million in capital spending. Tom Wroe, Chairman and Chief Executive Officer, said, "We are executing on each of the five key elements of our stated strategy; product innovation, customer relationships, being a best cost producer, pursuing acquisitions, and recruiting and retaining top talent. We are expanding our core customer and product revenues and our acquisition strategy is expanding our current and future product capabilities." Martha Sullivan, Chief Operating Officer, added, "Our Sensors business segment had a record setting quarter. Revenue in the first quarter of 2007 was $209.7 million, an increase of $35.5 million or 20.4 percent over the first quarter of 2006. Driving this increase was growth across all geographies as well as continued growth in our core pressure sensor products. Our Controls business segment faced some difficult market conditions with housing starts showing declines in the order of 30 percent in North America. Controls net revenue in the first quarter of 2007 was $118.3 million which was $1.7 million or 1.4 percent below the first quarter of 2006. We expect to see continued difficult conditions as reduced demand works its way through the supply chain for the balance of 2007." (1) See Non-GAAP Measures for discussion of EBITDA and adjusted EBITDA, including a reconciliation of these measures to GAAP Net (Loss) / Income. Recent Developments On March 14, 2007, the Company completed the acquisition of SMaL, the automotive imaging unit of Cypress Semiconductor, for $11.4 million plus fees and expenses of $0.6 million. SMaL is located in Cambridge, Massachusetts, employs approximately 25 people and provides cameras and camera subsystems to automotive Advanced Driver Assistance Systems. The purchase was funded by cash from operations. Company Earnings Conference Call The Company will conduct a conference call on May 2, 2007 at 10:00 AM (EDT) to discuss the financial results for its first quarter 2007. The domestic dial in number is (800)562-8369 and the international number is (913)312-1299. The conference code number is 1541305. For those unable to participate in the conference call, a replay will be available May 2, 2007 at 1:00p.m. EDT thru May 16, 2007. To access the replay, the domestic dial in number is (888)203-1112 and the international dial in number is (719)457-0820. The replay passcode is 1541305. About Sensata Technologies B.V. On April 27, 2006, Sensata Technologies B.V. ("Sensata" or the "Successor"), a company owned by an affiliate of Bain Capital Partners, LLC, a leading global private investment firm, completed the acquisition of the Sensors & Controls business of Texas Instruments Incorporated ("S&C" or the "Predecessor"). Sensata is a leading designer and manufacturer of sensors and controls in each of the key applications in which it competes. Sensata has business and technology development centers in Attleboro, Massachusetts; Holland and Japan and manufacturing operations in Brazil, China, Korea, Malaysia, Mexico, and The Dominican Republic, as well as sales offices around the world. Sensata employs approximately 6,500 people worldwide. The Company manufactures approximately 18,000 different products that are highly engineered and application specific and ships over one billion units each year. Safe Harbor Statement This earnings release and our statements on our earnings calls contain forward-looking statements, which may 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: changes in general economic conditions; our ability to operate as a stand-alone company, including remediation of identified weaknesses in our internal controls over financial reporting and implementation of our own information technology systems without disruption to our business; increases in labor and material costs and nonperformance by our suppliers; increased competition in the key markets in which we operate; our ability to develop and protect intellectual property and know-how; interest rate and foreign currency changes and various other risks associated with our non-U.S. operations; the threat of material costs associated with product liability, warranty and recall claims; our ability to integrate acquired businesses, including our ability to realize synergies related to our integration of acquisitions; changes in tax laws in the jurisdictions where we operate; and the risk that the interests of our sponsors may conflict with those of the holders of our notes. 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. Non-GAAP Measures EBITDA and Adjusted EBITDA are non-GAAP measures of profitability. Adjusted EBITDA is a required measure in our bank reporting. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA by adjusting EBITDA to exclude noncash expenses, one-time charges associated with becoming a stand-alone company and charges associated with becoming a public company ("transition expenses"), and significant nonrecurring items. We believe Adjusted EBITDA provides investors with helpful information with respect to our operations and cash flows. We include it to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements. See the tables below which reconcile net (loss)/income to EBITDA and Adjusted EBITDA. The following table reconciles Net (Loss)/Income to EBITDA and Adjusted EBITDA for first quarter 2007 and 2006: ($ in 000s) Successor Predecessor Three Three Months Months Ended Ended March 31, March 31, 2007 2006 Net (Loss)/Income $(40,655) $ 39,603 Provision for income taxes 13,553 21,419 Interest expense, net 43,435 606 Depreciation and amortization 44,940 7,127 EBITDA 61,273 68,755 Acquired in-process research and development 5,700 -- Restructuring -- 7,665 Acquisition and transition expenses 6,234 564 Management fee 1,000 -- Write-off of Inventory step-up 2,158 -- Currency translation losses on debt 7,965 -- Stock compensation and other expenses 490 1,419 ADJUSTED EBITDA $ 84,820 $ 78,403 - -- Three months ended March 31, 2007 EBITDA includes non-cash expense of $8.0 million for currency translation loss relating to the euro denominated notes. - -- Acquisition and transition expenses included nonrecurring consulting fees related to the preparation of financial statements, general ledger and human resources systems modifications, legal fees, and recruiting fees for new positions necessary for stand-alone operations. SENSATA TECHNOLOGIES B.V. AND PREDECESSOR Statement of Operations (In thousands of U.S. Dollars) (Unaudited) Three Months Three Months Ended Ended March 31, March 31, 2007 2006 Net revenue $ 328,004 $ 294,161 Operating costs and expenses: Cost of revenue 221,280 196,830 Research and Development 9,798 6,322 Acquired in-process research and development 5,700 -- Selling, general and administrative 67,889 29,425 Total operating costs and expenses 304,667 232,577 Profit from operations 23,337 61,584 Interest (expense)/income, net (43,435) (606) Currency translation (loss)/gain and other (7,004) 44 (Loss)/income before taxes (27,102) 61,022 Provision for income taxes 13,553 21,419 Net (Loss) income $ (40,655) $ 39,603 Adjusted EBITDA* $ 84,820 $ 78,403 * See accompanying basis of presentation and discussion of Non-GAAP Measures SENSATA TECHNOLOGIES B.V. AND PREDECESSOR NOTES TO UNAUDITED Statement of Operations Basis of Presentation On April 27, 2006, Sensata Technologies B.V., a company owned by an affiliate of Bain Capital Partners, LLC, a leading global private investment firm, completed the acquisition of the Sensors & Controls business of Texas Instruments Incorporated (the Sensata Acquisition). In connection with the acquisition, a new accounting basis was established for the Company as of the acquisition date. Financial information for the Predecessor and Successor periods have been separated by a line on the face of the statement of operations to highlight that the financial information for such periods have been prepared under two different historical cost basis of accounting. (Logo: http://www.newscom.com/cgi-bin/prnh/20070227/CLTU192LOGO ) SOURCE Sensata Technologies B.V. /CONTACT: Investors, Jeff Cote, +1-508-236-3220, jcote@sensata.com, or Patty Campanile, +1-508-236-3147, pcampanile@sensata.com, or News Media, Linda Megathlin, +1-508-236-1761, lmegathlin@sensata.com, all of Sensata Technologies B.V./ /FCMN Contact: pcampanile@sensata.com / /Photo: Newscom: http://www.newscom.com/cgi-bin/prnh/20070227/CLTU192LOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, photodesk@prnewswire.com / /Web site: http://www.sensata.com / -----END PRIVACY-ENHANCED MESSAGE-----