EX-99.1 2 v199446_ex99-1.htm Unassociated Document
 
Contact:
  
   
Investors  News Media 
Maggie Morris   Linda Megathlin 
(508)236-1069  (508)236-1761 
mmorris2@sensata.com  lmegathlin@sensata.com 
 
 
SENSATA TECHNOLOGIES HOLDING N.V. ANNOUNCES THIRD
QUARTER 2010 RESULTS

·  
Third quarter 2010 net revenue was $383.3 million, an increase of 26.7% from the third quarter 2009 net revenue of $302.5 million.

·  
Third quarter 2010 net loss was $48.4 million, or $0.28 per diluted share, versus third quarter 2009 net loss of $54.0 million, or $0.38 per diluted share.

·  
Third quarter 2010 Adjusted Net Income1 was $79.2 million, or $0.45 per diluted share, an increase of 80% versus third quarter 2009 Adjusted Net Income1 of $43.9 million, or $0.30 per diluted share.

·  
September 30, 2010 ending cash balance was $402.9 million.

Almelo, the Netherlands – October 20, 2010 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the third quarter and nine months ended September 30, 2010.

 
Highlights of the Third Quarter and Nine Months Ended September 30, 2010

Third quarter 2010 net revenue was $383.3 million, an increase of $80.8 million, or 26.7%, from the third quarter 2009 net revenue of $302.5 million.  Third quarter 2010 net loss was $48.4 million, or $0.28 per share, versus a net loss of $54.0 million or $0.38 per share for the same time period in 2009.  Third quarter Adjusted Net Income1 was $79.2 million, or $0.45 per diluted share, which is 20.7% of net revenue, versus the third quarter 2009 Adjusted Net Income1 of $43.9 million, or $0.30 per diluted share, which is 14.5% of net revenue.

For the nine months ended September 30, 2010, net revenue was $1,152.2 million, which was an increase of $355.4 million, or 44.6%, from $796.9 million for the same time period in 2009.  Net income was $61.4 million, or $0.36 per diluted share, versus a net loss of $41.6 million or $0.29 per share for the nine months ended September 30, 2009.  Adjusted Net Income1 was $225.9 million, or $1.32 per diluted share, which is 19.6% of net revenue versus Adjusted Net Income1 of $73.8 million, or $0.51 per diluted share, which is 9.3% of net revenue for the same time period in 2009.

Tom Wroe, Chairman and Chief Executive Officer, said, "Sensata had a very strong third quarter marked by solid execution and growth driven by market and product leadership across sensors and controls.  Demand levels are solid, and our business model continues to provide good visibility and flexibility for net revenue growth and strong profitability and cash flow generation."  Mr. Wroe added, "Looking ahead to the fourth quarter and into 2011 we continue to believe that content growth opportunities globally, combined with emerging market growth, will enable us to deliver double-digit revenue growth independent of demand levels in the mature markets."
 

 
The Company spent $21.6 million, or 5.6% of net revenue, on research, development and engineering related costs in the third quarter of 2010.  These costs reside in both the cost of revenue and the research and development lines of the Statement of Operations.

Ending cash balance at September 30, 2010 was $402.9 million.  During the third quarter the Company generated cash of $112.9 million from operations, used cash of $17.2 million in investing activities and used cash of $4.1 million from financing activities.

The Company’s cash conversion cycle, which is defined as days sales outstanding (DSO) plus days on hand inventory (DOH) less days payable outstanding (DPO), was 53.4 days at the end of the third quarter compared to 55.6 days at September 30, 2009.

The Company recorded a tax provision of $10.0 million for the third quarter 2010.  Of the $10.0 million, approximately $3.8 million, or 4.8% of Adjusted Net Income1, relates to taxes that are payable in cash and the remaining tax provision relates primarily to deferred tax expense attributable to amortization of tax deductible goodwill.

The Company’s indebtedness at September 30, 2010 was $1.9 billion.  The Company’s net debt2 was $1.5 billion resulting in a leverage ratio of 3.4x.  As of September 30, 2010, the Company was in compliance with all of its financial ratios and reporting covenants included in its debt agreements related to its primary operating subsidiary, Sensata Technologies B.V.

Jeff Cote, Chief Financial Officer, said "Our worldwide operations are executing at a high level as evidenced by our financial results.  These results continue to support our thesis that we can grow our business by double-digits without mature market growth. Our leading market position, combined with low cost structure and strong cash generation position us well for strong growth going forward."


Guidance

The Company said it anticipates net revenue of $378 to $388 million for the fourth quarter 2010, which represents growth of 12 to 15% over the fourth quarter 2009 net revenue of $338.1 million.  The Company also said it expects to achieve net income of $27 to $29 million, or earnings per share calculated in accordance with generally accepted accounting principles of $0.15 - $0.16 per diluted share in the fourth quarter 2010.  In addition, the Company expects Adjusted Net Income1 of $76 million to $79 million, or $0.43 - $0.44 per diluted share, for the fourth quarter 2010.  This guidance assumes a share count of 178.6 million for the fourth quarter 2010.

Tom Wroe added, “Our third quarter revenue included a benefit of approximately $7 to $10 million from several extra weeks of production at many major automotive OEMs during the summer months.  Adjusting for this benefit, the mid-point of our guidance represents normal seasonality.”

The earnings per share guidance in accordance with U.S. generally accepted accounting principles (“GAAP”) excludes any potential gain or loss resulting from the movement of the Euro to U.S. dollar exchange rate and the impact on our Euro denominated debt.

1See Non-GAAP Measures for discussion of Adjusted Net Income which includes a reconciliation of this measure to Net (Loss)/Income.

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


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 2010.  The U.S. dial in number is 877-486-0682 and the non-U.S. number is 706-634-5536.  The passcode is 16278641.  A live webcast of the conference call will also be available on the investor relations page of the Company’s web site 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 800-642-1687 and the non-U.S. dial in number is 706-645-9291.  The replay passcode is 16278641.  A replay of the call will be 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.  Majority-owned by affiliates of Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 10,000 people in nine 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, data, telecommunications, recreational vehicle and marine applications. For more information, please visit Sensata’s web site at www.sensata.com.

Safe Harbor Statement

This earnings release contains 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.  Such forward-looking statements include, among other things, our anticipated results for the fourth quarter of 2010.  Factors that might cause these differences include, but are not limited to, risks associated with: worldwide economic conditions; adverse developments in the automotive industry; governmental regulations, policies, and practices relating to our non-US operations and international business; fluctuations in foreign currency exchange, commodity and interest rates; competitive pressures; pricing and other pressures from customers; fundamental changes in the industries in which the Company operates; litigation and disputes involving the Company, including the extent of product liability and warranty claims asserted against the Company; labor disruptions and increased labor costs; the loss of one or more suppliers of raw materials; non-performance by suppliers; the Company’s ability to protect its intellectual property; the Company’s failure to comply with the covenants contained in the credit agreement governing its subsidiary’s senior secured credit facility or its other debt agreements; the Company’s dependence on third parties for transportation, warehousing and logistics services; compliance with Section 404 of the Sarbanes-Oxley Act of 2002; environmental, safety and governance regulations or concerns; changes in existing environmental and/or safety laws, regulations and programs; integration of acquired companies; unfunded benefit obligations; 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 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.
 

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

($ in 000s) 
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
 
 
2010
   
2009
   
2010
   
2009
 
                         
Net revenue
  $ 383,294     $ 302,468     $ 1,152,237     $ 796,855  
Operating costs and expenses:
                               
Cost of revenue
    238,646       190,908       712,019       521,154  
Research and development
    6,112       3,569       17,253       12,692  
Selling, general and administrative
    39,382       33,190       156,013       95,301  
Amortization of intangible assets & capitalized software
    36,095       38,094       108,309       115,060  
Impairment of goodwill and intangible assets
    -       -       -       19,867  
Restructuring
    (13 )     4,495       196       18,033  
Total operating costs and expenses
    320,222       270,256       993,790       782,107  
Profit from operations
    63,072       32,212       158,447       14,748  
Interest expense, net
    (23,008 )     (36,472 )     (81,536 )     (114,902 )
Currency translation (loss) / gain and other, net
    (78,456 )     (33,127 )     20,525       94,101  
(Loss) / income from continuing operations before taxes
    (38,392 )     (37,387 )     97,436       (6,053 )
Provision for income taxes
    9,997       16,648       35,996       35,165  
(Loss) / income from continuing operations, net of taxes
    (48,389 )     (54,035 )     61,440       (41,218 )
Loss from discontinued operations, net of taxes
    -       -       -       (395 )
Net (loss) / income
  $ (48,389 )   $ (54,035 )   $ 61,440     $ (41,613 )
                                 
Net (loss) / income per share:
                               
     Basic
  $ (0.28 )   $ (0.38 )   $ 0.37     $ (0.29 )
     Diluted
  $ (0.28 )   $ (0.38 )   $ 0.36     $ (0.29 )
Weighed average shares outstanding
                               
     Basic
    171,126       144,057       164,122       144,057  
     Diluted
    171,126       144,057       170,651       144,057  


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

($ in 000s)
           
   
September 30, 2010
   
December 31, 2009
 
Assets
           
Current assets:
           
     Cash and cash equivalents
  $ 402,922     $ 148,468  
     Accounts receivable, net of allowances
    202,361       180,839  
     Inventories
    142,298       125,375  
     Deferred income tax assets
    12,471       12,419  
     Prepaid expenses and other current assets
    21,377       19,627  
     Assets held for sale
    238       238  
     Total current assets
    781,667       486,966  
Property, plant and equipment, net
    224,861       219,938  
Goodwill
    1,528,954       1,530,570  
Other intangible assets, net
    759,092       865,531  
Deferred income tax asset
    5,563       5,543  
Deferred financing costs
    27,794       41,147  
Other assets
    11,535       17,175  
Total assets
  $ 3,339,466     $ 3,166,870  
                 
Liabilities and shareholders’ equity
               
Current liabilities:
               
     Current portion of long-term debt, capital lease and
          other financing obligations
  $ 17,643     $ 17,139  
     Accounts payable
    125,408       122,834  
     Income taxes payable
    9,270       8,384  
     Accrued expenses and other current liabilities
    104,272       92,341  
     Deferred income tax liabilities
    749       823  
     Total current liabilities
    257,342       241,521  
Deferred income tax liabilities
    194,021       165,477  
Pension and post-retirement benefit obligations
    47,343       49,525  
Capital lease and other financing obligations, less current portion
    40,022       40,001  
Long-term debt, less current portion
    1,856,143       2,243,686  
Other long-term liabilities
    24,743       39,502  
Total liabilities
    2,419,614       2,779,712  
Total shareholders’ equity
    919,852       387,158  
Total liabilities and shareholders’ equity
  $ 3,339,466     $ 3,166,870  


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

 ($ in 000s)
           
   
For the nine months ended
 
   
September 30, 2010
   
September 30, 2009
 
Cash flows from operating activities:
           
Net income / (loss)
  $ 61,440     $ (41,613 )
Net loss from discontinued operations
    -       (395 )
Net income / (loss) from continuing operations
    61,440       (41,218 )
Adjustments to reconcile net income / (loss) to net cash provided by operating activities:
               
Depreciation
    29,472       34,005  
Amortization of deferred financing costs
    6,512       6,775  
Currency translation (gain) / loss on debt
    (53,750 )     28,482  
Loss/(gain) on repurchase of outstanding Senior and Senior Subordinated Notes
    23,474       (120,123 )
Share-based compensation
    23,659       1,174  
Amortization of intangible assets and capitalized software
    108,309       115,060  
Loss on disposition of assets
    12       1,159  
Loss on assets held for sale
    -       1,661  
Deferred income taxes
    28,398       25,783  
Impairment of goodwill and intangible assets
    -       19,867  
(Decrease)/increase from changes in operating assets and liabilities
    (25,848 )     55,502  
Net cash provided by operating activities from continuing operations
    201,678       128,127  
Net cash used in operating activities from discontinued operations
    -       (403 )
Net cash provided by operating activities
    201,678       127,724  
                 
Cash flows from investing activities:
               
Additions to property, plant and equipment and capitalized software
    (35,089 )     (11,527 )
Proceeds from sale of assets
    364       525  
Net cash provided by investing activities from discontinued operations
    -       372  
Net cash used in investing activities
    (34,725 )     (10,630 )
                 
Cash flows from financing activities:
               
Proceeds from issuance of ordinary shares
    433,539       -  
Proceeds from exercise of stock options
    6,784       -  
Proceeds from revolving credit facility, net
    -       75,000  
Payments on U.S. and Euro term loan facilities
    (11,035 )     (11,285 )
Payments on capitalized lease and other financing obligations
    (3,444 )     (3,131 )
Payments for repurchase of outstanding Senior and Senior Subordinated Notes
    (338,343 )     (57,242 )
Net cash provided by financing activities
    87,501       3,342  
Net change in cash and cash equivalents
    254,454       120,436  
Cash and cash equivalents, beginning of period
    148,468       77,716  
Cash and cash equivalents, end of period
  $ 402,922     $ 198,152  
 

 
Non-GAAP Measures

Adjusted Net Income is a non-GAAP financial measure.  We calculate Adjusted Net Income by adjusting GAAP Net (Loss) / Income to exclude charges associated with becoming a stand-alone company and an SEC registrant following the April 27, 2006 sale of the sensors and controls business of Texas Instruments Incorporated to affiliates of Bain Capital Partners LLP, gains and losses on currency translation on debt and other hedges, expenses incurred in connection with acquisitions, other significant items, non-cash interest, deferred income taxes and depreciation and amortization expense related to asset step-up and intangible assets.  We believe Adjusted Net Income provides investors with helpful information with respect to the performance of our 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 (Loss) / 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 (Loss) / Income to Adjusted Net Income for the third quarter and nine months ended September 30, 2010 and 2009.

($ in 000s)
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
Net (loss) / income
  $ (48,389 )   $ (54,035 )   $ 61,440     $ (41,613 )
Acquisition, integration & financing costs and other significant items
    -       7,580       -       20,654  
Impairment of goodwill and intangible assets
    -       -       -       19,867  
Restructuring associated with downsizing
    -       677       -       12,121  
Stock compensation and management fees
    -       1,480       -       4,174  
IPO related costs
    -       -       66,772       -  
Gain on extinguishment of debt
    -       -       -       (120,123 )
Loss / (gain) on currency translation on debt and other hedges
    78,927       35,125       (49,999 )     27,888  
Asset step-up and intangible asset, depreciation and amortization expense
    35,981       38,670       109,280       117,677  
Deferred income tax and other tax expense
    11,3881       11,985       31,4941       25,696  
Amortization of deferred financing costs and interest expense associated with uncertain tax positions
    1,311       2,466       6,864       7,439  
Total adjustments
    127,607       97,983       164,411       115,393  
Adjusted net income
  $ 79,218     $ 43,948     $ 225,851     $ 73,780  
Weighted average diluted shares outstanding used in adjusted net income per share calculation2
    177,449       144,395       170,651       144,731  
Adjusted net income per share
  $ 0.45     $ 0.30     $ 1.32     $ 0.51  

1Includes $5.2 million of tax related adjustments that appear on the Currency translation (loss) / gain and other, net line of the Condensed Consolidated Statements of Operations.
 
2The following table reconciles diluted outstanding shares in accordance with GAAP to diluted outstanding shares used in the calculation of Adjusted Net Income per share.  The GAAP diluted outstanding shares number excludes certain shares due to their anti-dilutive nature given the net loss.  We believe that including these shares in the diluted number for purposes of calculating Adjusted Net Income per share is more meaningful to investors.
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2010
   
2009
   
2010
   
2009
 
                         
GAAP – diluted
    171,126       144,057       170,651       144,057  
Shares excluded from calculation due to net loss
    6,323       338       -       674  
Adjusted Net Income - diluted
    177,449       144,395       170,651       144,731  


 
Due to the nature of the Company’s adjustments, the Company believes the following (unaudited) reconciliation of Net (Loss) / Income to Adjusted Net Income for the third quarter and nine months ended September 30, 2010 and 2009 is meaningful to investors as it identifies where in the Condensed Consolidated Statements of Operations these items are classified.

($ in 000s)
 
Three Months Ended
September 30, 2010
   
Nine Months Ended
September 30, 2010
 
   
GAAP P&L
   
Adjustments
   
Adjusted P&L
   
GAAP P&L
   
Adjustments
   
Adjusted P&L
 
                                     
Net Revenue
  $ 383,294     $ -     $ 383,294     $ 1,152,237     $ -     $ 1,152,237  
Operating costs and expenses:
                                               
Cost of revenue
    238,646       (196 )     238,450       712,019       (1,960 )     710,059  
Research and development
    6,112       -       6,112       17,253       -       17,253  
Selling, general and administrative
    39,382       -       39,382       156,013       (43,300 )     112,713  
Amortization of intangible assets & capitalized software
    36,095       (35,785 )     310       108,309       (107,321 )     988  
Restructuring
    (13 )     -       (13 )     196       -       196  
Total operating costs and expenses
    320,222       (35,981 )     284,241       993,790       (152,581 )     841,209  
Profit from operations
    63,072       35,981       99,053       158,447       152,581       311,028  
Interest expense, net
    (23,008 )     1,311       (21,697 )     (81,536 )     6,864       (74,672 )
Currency translation (loss) / gain and other, net
    (78,456 )     84,148       5,692       20,525       (21,307 )     (782 )
(Loss) / income from operations before taxes
    (38,392 )     121,440       83,048       97,436       138,138       235,574  
Provision for income taxes
    9,997       (6,167 )     3,830       35,996       (26,273 )     9,723  
Net (Loss) / Income
  $ (48,389 )   $ 127,607     $ 79,218     $ 61,440     $ 164,411     $ 225,851  


   
Three Months Ended
September 30, 2009
   
Nine Months Ended
September 30, 2009
 
   
GAAP P&L
   
Adjustments
   
Adjusted P&L
   
GAAP P&L
   
Adjustments
   
Adjusted P&L
 
                                     
Net Revenue
  $ 302,468     $ -     $ 302,468     $ 796,855     $ -     $ 796,855  
Operating costs and expenses:
                                               
Cost of revenue
    190,908       (3,285 )     187,623       521,154       (11,739 )     509,415  
Research and development
    3,569       -       3,569       12,692       -       12,692  
Selling, general and administrative
    33,190       (2,344 )     30,846       95,301       (8,817 )     86,484  
Amortization of intangible assets & capitalized software
    38,094       (37,697 )     397       115,060       (113,774 )     1,286  
Impairment of goodwill and intangible assets
    -       -       -       19,867       (19,867 )     -  
Restructuring
    4,495       (4,495 )     -       18,033       (18,033 )     -  
Total operating costs and expenses
    270,256       (47,821 )     222,435       782,107       (172,230 )     609,877  
Profit from operations
    32,212       47,821       80,033       14,748       172,230       186,978  
Interest expense, net
    (36,472 )     2,466       (34,006 )     (114,902 )     7,439       (107,463 )
Currency translation (loss) / gain and other, net
    (33,127 )     35,711       2,584       94,101       (89,972 )     4,129  
(Loss) / income from continuing operations before taxes
    (37,387 )     85,998       48,611       (6,053 )     89,697       83,644  
Provision for income taxes
    16,648       (11,985 )     4,663       35,165       (25,696 )     9,469  
(Loss) / income from continuing operations, net of taxes
    (54,035 )     97,983       43,948       (41,218 )     115,393       74,175  
Loss from discontinued operations, net of taxes
    -       -       -       (395 )     -       (395 )
Net (Loss) / Income
  $ (54,035 )   $ 97,983     $ 43,948     $ (41,613 )   $ 115,393     $ 73,780  
 

 
The following (unaudited) table reconciles the Company’s projected GAAP earnings per share to projected Adjusted Net Income per share for the fourth quarter of 2010:

   
Three Months Ended
 
   
December 31, 2010
 
   
Low End
   
High End
 
Projected GAAP earnings per share
  $ 0.15     $ 0.16  
(Gain)/loss on currency translation on debt and other hedges*
    -       -  
Asset step-up and intangible asset, depreciation and amortization expense
    0.20       0.20  
Deferred income tax and other tax expense
    0.07       0.07  
Amortization of deferred financing costs and interest expense associated with uncertain tax positions
    0.01       0.01  
Projected Adjusted Net Income per share
  $ 0.43     $ 0.44  
Weighted average shares outstanding used in adjusted net income per share calculation
    178,600       178,600  

*The projected GAAP earnings per share guidance excludes any potential gain or loss resulting from the movement of the Euro to U.S. dollar exchange rate and the impact on our Euro denominated debt.



SENSATA TECHNOLOGIES HOLDING N.V.

Notes to (unaudited) Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows

Basis of Presentation
The accompanying (unaudited) Condensed Consolidated Statements of Operations, Condensed Balance Sheets and Condensed 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. The accompanying financial information reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results of our operations for the interim periods presented. This information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s registration statement on our Form S-1 and the interim financial statements included in the Company’s Form 10-Q for the periods ended March 31 and June 30, 2010 and the interim financial statements that will be filed for the period ended September 30, 2010.

U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements.  Estimates used will change as new events occur or additional information is obtained.  Actual results could differ from those estimates.