0001477294-12-000027.txt : 20120725 0001477294-12-000027.hdr.sgml : 20120725 20120725070644 ACCESSION NUMBER: 0001477294-12-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120725 DATE AS OF CHANGE: 20120725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies Holding N.V. CENTRAL INDEX KEY: 0001477294 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: 001-34652 FILM NUMBER: 12977787 BUSINESS ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM BUSINESS PHONE: 31-546-979-450 MAIL ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding B.V. DATE OF NAME CHANGE: 20091120 8-K 1 form8k72512.htm FORM 8-K form8k72512
 
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): July 25, 2012
 
__________________________________________ 
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
 
 __________________________________________

The Netherlands
 
001-34652
 
98-0641254
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(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:
 

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 








Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
SIGNATURES



2




Item 2.02
Results of Operations and Financial Condition.
On July 25, 2012, Sensata Technologies Holding N.V. ("Sensata" or the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2012. The press release is attached hereto as exhibit 99.1 and incorporated by reference herein.
The information in this Form 8-K and the Exhibits 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.
(d) Exhibits
99.1 July 25, 2012 press release entitled "Sensata Technologies Holding N.V. Announces Second Quarter 2012 Results" (furnished pursuant to Item 2.02).

 



3



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 HOLDING N.V.
 
 
 
 
 
 
 
/s/ Robert Hureau
Date: July 25, 2012
 
 
 
Name: Robert Hureau
 
 
 
 
Title: Chief Financial Officer
 



4


EXHIBIT INDEX
 

Exhibit No.
 
Description
 
 
99.1
 
July 25, 2012 press release entitled "Sensata Technologies Holding N.V. Announces Second Quarter 2012 Results."
 



5
EX-99.1 2 ex991pressrelease.htm PRESS RELEASE ex991pressrelease

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
SECOND QUARTER 2012 RESULTS

Second quarter 2012 net revenue was a record $504.6 million, an increase of 10.9% from the second quarter 2011 net revenue of $455.0 million.

Second quarter 2012 net income was $26.1 million, or $0.14 per diluted share, versus second quarter 2011 net (loss) of $(34.6) million, or $(0.20) per diluted share.

Second quarter 2012 Adjusted net income1 was a record $97.5 million, or $0.54 per diluted share, versus second quarter 2011 Adjusted net income1 of $92.2 million, or $0.51 per diluted share.


Almelo, the Netherlands – July 25, 2012 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the second quarter and six months ended June 30, 2012.

Highlights of the Second Quarter and Six Months Ended June 30, 2012

Net revenue for the second quarter 2012 was $504.6 million, an increase of $49.6 million, or 10.9%, from net revenue for the second quarter 2011 of $455.0 million. Net income for the second quarter 2012 was $26.1 million, or $0.14 per diluted share. This compares to a net (loss) for the second quarter 2011 of $(34.6) million, or $(0.20) per diluted share. Adjusted net income1 for the second quarter 2012 was $97.5 million, or $0.54 per diluted share, which was 19.3% of net revenue. This compares to Adjusted net income1 for the second quarter 2011 of $92.2 million, or $0.51 per diluted share, which was 20.3% of net revenue.

Net revenue for the six months ended June 30, 2012 was $996.6 million, an increase of $97.4 million, or 10.8%, from $899.3 million for the six months ended June 30, 2011. Net income for the six months ended June 30, 2012 was $65.0 million, or $0.36 per diluted share. This compares to a net (loss) for the six months ended June 30, 2011 of $(44.2) million, or $(0.25) per diluted share. Adjusted net income1 for the six months ended June 30, 2012 was $186.5 million, or $1.03 per diluted share, which was 18.7% of net revenue. This compares to Adjusted net income1 for the six months ended June 30, 2011 of $183.3 million, or $1.01 per diluted share, which was 20.4% of net revenue.

1



"Despite the headwinds of slowing European auto production and a declining Euro foreign exchange rate, the business achieved record results this quarter,” said Tom Wroe, Chief Executive Officer. “While we are not immune to near-term global economic slowing, I continue to be confident in Sensata’s long-term growth model.”
  
The Company spent $26.2 million, or 5.2% of net revenue, on research, development and engineering related costs in the second quarter of 2012. These costs reside in the Cost of revenue and the Research and development lines of the Condensed Consolidated Statements of Operations.

The Company’s ending cash balance at June 30, 2012 was $260.8 million. During the first half of the year, the Company generated cash of $189.8 million from operations, used cash of $23.3 million for investing activities and generated cash of $2.2 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 55.8 days at the end of the second quarter compared to 56.3 days at June 30, 2011. Excluding the two acquired businesses, our cash conversion cycle would have been less than 50 days.

The Company recorded an income tax provision of $24.8 million for the second quarter 2012. Approximately $5.7 million of the provision, or 4.5% of Adjusted EBIT, related to taxes that are payable in cash and approximately $19.1 million related to deferred income tax expense and other income tax expense.

The Company’s total indebtedness at June 30, 2012 was $1.83 billion. The Company’s Net debt2 was $1.57 billion resulting in a Pro Forma Net leverage ratio2 of 3.0X.
 
Segment Performance

 
For the three months ended June 30,
For the six months ended June 30,
$ in 000s
2012
2011
2012
2011
Sensors net revenue
$
360,094

$
307,254

$
719,688

$
608,632

Sensors profit from operations
$
100,856

$
95,437

$
198,796

$
191,624

% of Sensors net revenue
28.0
%
31.1
%
27.6
%
31.5
%
 
 
 
 
 
Controls net revenue
$
144,523

$
147,784

$
276,937

$
290,635

Controls profit from operations
$
47,626

$
50,958

$
89,787

$
100,315

% of Controls net revenue
33.0
%
34.5
%
32.4
%
34.5
%

Guidance

For the full year 2012, the Company anticipates net revenue of $1.95 billion to $1.99 billion, which, at the midpoint, represents growth of 7.8% over full year 2011 net revenue of $1.83 billion. The Company expects Adjusted net income1 of $363 million to $378 million, or $2.00 to $2.08 per diluted share for the full year 2012. This guidance assumes a diluted share count of 181.6 million for the full year 2012 and a USD to Euro foreign currency exchange rate of $1.24 to €1.00 for the balance of 2012.


2


The Company also anticipates net revenue of $460 million to $480 million for the third quarter 2012. The Company expects Adjusted net income1 of $81 million to $88 million, or $0.44 to $0.48 per diluted share, for the third quarter 2012. This guidance assumes a diluted share count of 181.5 million for the third quarter of 2012.

1See Non-GAAP Measures for discussion of Adjusted net income which includes a reconciliation of this measure to Net income (loss).

2Net debt represents total indebtedness including capital lease and other financing obligations, less cash and cash equivalents.  The Pro Forma Net leverage ratio represents Net debt divided by Pro Forma Adjusted EBITDA for the last twelve months. Pro Forma Adjusted EBITDA assumes the acquired High Temperature Sensing business had been in the results 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 second quarter and six months ended June 30, 2012. 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 10512582. A live webcast of the conference call will also be available on the investor relations page of the Company’s website 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 855-859-2056 and the non-U.S. dial in number is 404-537-3406. The replay passcode is 10512582. 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 with operations and business centers in eleven 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.


3



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 third quarter and full year of 2012.  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; adverse developments in the automotive industry; fluctuations in foreign currency exchange, commodity and interest rates; governmental regulations, policies, and practices relating to the Company’s non-US operations and international business; competitive pressures; pricing and other pressures from customers; integration of acquired companies; litigation and disputes involving the Company, including the extent of product liability and warranty claims asserted against the Company; non-performance by suppliers; the loss of one or more suppliers of raw materials; 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.

4



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

(In 000s, except per share amounts)
 
 
 
 
 
For the three months ended
For the six months ended
 
 
 
 
 
 
June 30,
2012
June 30,
2011
June 30,
2012
June 30,
2011
Net revenue
$
504,617

$
455,038

$
996,625

$
899,267

Operating costs and expenses:
 
 
 
 
Cost of revenue
326,159

284,749

651,407

561,994

Research and development
12,460

12,077

25,754

20,844

Selling, general and administrative
35,530

44,227

74,109

88,671

Amortization of intangible assets & capitalized software
36,199

34,709

72,325

68,961

Restructuring
7,887

1,086

8,450

1,733

Total operating costs and expenses
418,235

376,848

832,045

742,203

Profit from operations
86,382

78,190

164,580

157,064

Interest expense
(24,928
)
(24,370
)
(50,143
)
(47,483
)
Interest income
185

255

426

508

Currency translation loss and other, net
(10,761
)
(74,714
)
(6,588
)
(115,358
)
Income/(loss) before taxes
50,878

(20,639
)
108,275

(5,269
)
Provision for income taxes
24,760

13,988

43,241

38,883

Net income/(loss)
$
26,118

$
(34,627
)
$
65,034

$
(44,152
)
 
 
 
 
 
Net income/(loss) per share:
 
 
 
 
Basic
$
0.15

$
(0.20
)
$
0.37

$
(0.25
)
Diluted
$
0.14

$
(0.20
)
$
0.36

$
(0.25
)
 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
 
 
Basic
177,457

174,944

177,111

174,444

Diluted
181,781

174,944

181,643

174,444


5



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

($ in 000s)
 
 
 
 
 
For the three months ended
For the six months ended
 
 
 
 
 
 
June 30,
2012
June 30,
2011
June 30,
2012
June 30,
2011
Net income/(loss)
$
26,118

$
(34,627
)
$
65,034

$
(44,152
)
Other comprehensive income, net of tax:
 
 
 
 
Net unrealized gain on derivative instruments designated and qualifying as cash flow hedges
536

785

376

2,392

Defined benefit and retiree healthcare plans
125

203

250

404

Other comprehensive income
661

988

626

2,796

Comprehensive income/(loss)
$
26,779

$
(33,639
)
$
65,660

$
(41,356
)

6



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

($ in 000s)
 
 
 
June 30, 2012
December 31, 2011
Assets
 
 
Current assets:
 
 
Cash and cash equivalents
$
260,835

$
92,127

Accounts receivable, net of allowances
303,364

261,425

Inventories
194,887

197,542

Deferred income tax assets
10,020

9,989

Prepaid expenses and other current assets
31,768

32,083

Total current assets
800,874

593,166

Property, plant and equipment, net
335,142

338,923

Goodwill
1,749,398

1,746,821

Other intangible assets, net
665,998

737,560

Deferred income tax assets
3,997

4,086

Deferred financing costs
24,365

26,477

Other assets
8,769

9,618

Total assets
$
3,588,543

$
3,456,651

 
 
 
Liabilities and shareholders’ equity
 
 
Current liabilities:
 
 
     Current portion of long-term debt, capital lease and
          other financing obligations
$
13,710

$
13,741

Accounts payable
178,956

155,346

Income taxes payable
5,734

6,012

Accrued expenses and other current liabilities
103,979

100,674

Deferred income tax liabilities
3,177

3,479

Total current liabilities
305,556

279,252

Deferred income tax liabilities
292,678

262,091

Pension and post-retirement benefit obligations
21,876

22,287

Capital lease and other financing obligations, less current portion
42,427

43,478

Long-term debt, net of discount, less current portion
1,773,384

1,778,491

Other long-term liabilities
28,404

26,101

Total liabilities
2,464,325

2,411,700

Total shareholders’ equity
1,124,218

1,044,951

Total liabilities and shareholders’ equity
$
3,588,543

$
3,456,651



7



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

($ in 000s)
 
 
 
For the six months ended
 
June 30,
2012
June 30,
2011
Cash flows from operating activities:
 
 
Net income/(Ioss)
$
65,034

$
(44,152
)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
 
 
Depreciation
27,712

21,432

Amortization of deferred financing costs and original issue discounts
2,608

3,412

Currency translation (gain)/loss on debt
(79
)
60,391

Loss on repurchase of debt
-

44,014

Share-based compensation
4,698

4,653

Amortization of inventory step-up to fair value
-

524

Amortization of intangible assets and capitalized software
72,325

68,961

Gain on disposition of assets
(3,563
)
(77
)
Deferred income taxes
30,495

29,183

Other non-cash items
2,581

5,011

Changes in operating assets and liabilities, net of effects of acquisitions
(12,035
)
(72,147
)
Net cash provided by operating activities
189,776

121,205

 
 
 
Cash flows from investing activities:
 
 
Acquisition of Magnetic Speed and Position, net of cash received
-

(137,264
)
Additions to property, plant and equipment and capitalized software
(27,481
)
(40,424
)
Proceeds from sale of assets
4,216

600

Net cash used in investing activities
(23,265
)
(177,088
)
 
 
 
Cash flows from financing activities:
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
8,909

14,890

Proceeds from issuance of debt
-

1,794,500

Payments of debt issuance costs
(209
)
(33,496
)
Payments on debt
(6,503
)
(1,926,569
)
Net cash provided by/(used in) financing activities
2,197

(150,675
)
Net change in cash and cash equivalents
168,708

(206,558
)
Cash and cash equivalents, beginning of period
92,127

493,662

Cash and cash equivalents, end of period
$
260,835

$
287,104


8


Net Revenue by Business, Geography and End Market

(% of total net revenue)
Three months ended
June 30,
Six months ended
June 30,
 
2012
2011
2012
2011
Sensors
71.4
%
67.5
%
72.2
%
67.7
%
Controls
28.6
%
32.5
%
27.8
%
32.3
%
Total
100.0
%
100.0
%
100.0
%
100.0
%


(% of total net revenue)
Three months ended
June 30,
Six months ended
June 30,
 
2012
2011
2012
2011
Americas
38.1
%
37.9
%
37.5
%
39.4
%
Europe
28.8
%
28.9
%
29.9
%
26.9
%
Asia
33.1
%
33.2
%
32.6
%
33.7
%
Total
100.0
%
100.0
%
100.0
%
100.0
%


(% of total net revenue)
Three months ended
June 30,
Six months ended
June 30,
 
2012
2011
2012
2011
European automotive
24.1
%
24.5
%
25.5
%
22.6
%
North American automotive
16.7
%
14.7
%
16.6
%
16.5
%
Asian automotive
20.3
%
18.7
%
20.3
%
19.1
%
Rest of world automotive
0.8
%
1.2
%
0.8
%
1.1
%
Heavy vehicle off-road
8.1
%
6.8
%
7.9
%
6.6
%
Appliance and heating, ventilation and air-conditioning
10.9
%
12.4
%
10.2
%
12.5
%
Industrial
9.4
%
11.4
%
8.9
%
11.2
%
All other
9.7
%
10.3
%
9.8
%
10.4
%
Total
100.0
%
100.0
%
100.0
%
100.0
%

9


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 its debt refinancing, unrealized loss/(gain) on other hedges and loss/(gain) on currency translation on debt, amortization of inventory step-up to fair value, amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets, deferred income tax and other tax expense, amortization of deferred financing costs, restructuring costs, and other costs. 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/(loss) 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/(loss) to Adjusted net income for the second quarter and six months ended June 30, 2012 and 2011.

(In 000s, except per share amounts)
Three months ended
June 30,
Six months ended
June 30,
 
2012
2011
2012
2011
 
 
 
 
 
Net income/(loss)
$
26,118

$
(34,627
)
$
65,034

$
(44,152
)
Debt refinancing costs
-

44,014

-

44,014

Unrealized (gain)/loss on other hedges and loss/(gain) on currency translation on debt, net
6,816

36,494

2,200

81,486

Amortization of inventory step-up to fair value
-

-

-

524

Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets
37,528

34,882

77,143

69,211

Deferred income tax and other tax expense
19,383

10,122

33,012

28,785

Amortization of deferred financing costs
1,252

1,327

2,608

3,413

Restructuring
6,387

-

6,468

-

Total adjustments
$
71,366

$
126,839

$
121,431

$
227,433

Adjusted net income
$
97,484

$
92,212

$
186,465

$
183,281

Weighted average diluted shares outstanding used in Adjusted net income per share calculation3

181,781

181,226


181,643

181,017

Adjusted net income per share
$
0.54

$
0.51

$
1.03

$
1.01


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 associated with the reconciling items above would be as follows: Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets: $0.3 million and $0.5 million; and Restructuring: $0.3 million for the three and six months ended June 30, 2012, respectively. Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets: $0.2 million and $0.3 million for the three and six months ended June 30, 2011, respectively.


10


3The 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 second quarter and six months ended June 30, 2011 GAAP diluted outstanding shares number excludes certain shares due to their anti-dilutive nature given the net loss. The Company believes that including these shares in the diluted number for purposes of calculating Adjusted net income per share is more meaningful to investors.

(In 000s)
Three months ended
June 30,
Six months ended
June 30,
 
2012
2011
2012
2011
 
 
 
 
 
GAAP – diluted shares
181,781

174,944

181,643

174,444

Shares excluded from calculation due to net loss
-

6,282

-

6,573

Adjusted net income – diluted shares
181,781

181,226

181,643

181,017



The following unaudited table identifies where in the Condensed Consolidated Statement of Operations the adjustments to reconcile Net income/(loss) to Adjusted net income were recorded for the second quarter and six months ended June 30, 2012 and 2011.

($ in 000s)
Three months ended
June 30,
Six months ended
June 30,
 
2012
2011
2012
2011
 
 
 
 
 
Cost of revenue
$
1,857

$
610

$
5,801

$
1,647

Selling, general and administrative
-

596

-

596

Amortization of intangible assets and capitalized software
35,671

34,272

71,342

68,088

Restructuring
6,387

-

6,468

-

Interest expense
1,252

1,327

2,608

3,413

Currency translation loss and other, net
7,134

80,508

2,518

125,500

Provision for income taxes
19,065

9,526

32,694

28,189

Total adjustments
$
71,366

$
126,839

$
121,431

$
227,433




11



The following unaudited table reconciles the Company’s Projected GAAP earnings per share to projected Adjusted net income per diluted share for the third quarter and full year ended December 31, 2012. The amounts in the tables below have been calculated based on unrounded numbers. Accordingly, certain amounts may not add due to the effect of rounding.


 
Three months ended
September 30, 2012
Full year ended
December 31, 2012
 
Low End
High End
Low End
High End
 
 
 
 
 
Projected GAAP earnings per diluted share
$
0.13

$
0.17

$
0.70

$
0.78

Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets
0.21

0.21

0.84

0.84

Deferred income tax and other tax expense
0.09

0.09

0.34

0.34

Amortization of deferred financing costs
0.01

0.01

0.04

0.04

Restructuring
0.01

0.01

0.08

0.08

Projected Adjusted net income per diluted share
$
0.44

$
0.48

$
2.00

$
2.08

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
181,520

181,520

181,637

181,637


12


SENSATA TECHNOLOGIES HOLDING N.V.

Notes to unaudited Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income/(Loss), 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/(Loss), 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, 2011 and the interim condensed consolidated financial statements included in the Company’s Form 10-Q for the period ended March 31, 2012. 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. Certain reclassifications have been made to prior periods to conform to current period presentation.


13
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