0001477294-13-000057.txt : 20130723 0001477294-13-000057.hdr.sgml : 20130723 20130723061450 ACCESSION NUMBER: 0001477294-13-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130723 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130723 DATE AS OF CHANGE: 20130723 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: 13980260 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 form8k7232013.htm FORM 8-K form8k7232013
 
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 23, 2013
 
__________________________________________ 
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 23, 2013, Sensata Technologies Holding N.V. ("Sensata" or the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2013. 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 23, 2013 press release entitled "Sensata Technologies Holding N.V. Announces Second Quarter 2013 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/ Jeffrey Cote
Date: July 23, 2013
 
 
 
Name: Jeffrey Cote
 
 
 
 
Title: Executive Vice President, Chief Operating Officer and Interim Chief Financial Officer
 



4



EXHIBIT INDEX
 



Exhibit No.
 
Description
 
 
99.1
 
July 23, 2013 press release entitled "Sensata Technologies Holding N.V. Announces Second Quarter 2013 Results."



5
EX-99.1 2 q22013pressrelease.htm PRESS RELEASE Q2 2013 Press Release


 
 
 
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
SECOND QUARTER 2013 RESULTS

Second quarter 2013 net revenue was a record $506.4 million, an increase of 0.4% from the second quarter 2012 net revenue of $504.6 million.

Second quarter 2013 net income was $20.4 million, or $0.11 per diluted share, versus second quarter 2012 net income of $26.1 million, or $0.14 per diluted share.

Second quarter 2013 Adjusted net income1 was $95.7 million, or $0.54 per diluted share, versus second quarter 2012 Adjusted net income1 of $97.5 million, or $0.54 per diluted share.

Almelo, the Netherlands – July 23, 2013 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the second quarter and six months ended June 30, 2013.

Highlights of the Second Quarter and Six Months ended June 30, 2013

Net revenue for the second quarter 2013 was $506.4 million, an increase of $1.8 million, or 0.4%, from net revenue for the second quarter 2012 of $504.6 million. Net income for the second quarter 2013 was $20.4 million, or $0.11 per diluted share. This compares to net income for the second quarter 2012 of $26.1 million, or $0.14 per diluted share. Adjusted net income1 for the second quarter 2013 was $95.7 million, or $0.54 per diluted share, which was 18.9% of net revenue. This compares to Adjusted net income1 for the second quarter 2012 of $97.5 million, or $0.54 per diluted share, which was 19.3% of net revenue.

Net revenue for the six months ended June 30, 2013 was $976.8 million, a decrease of $(19.8) million, or (2.0)%, from $996.6 million for the six months ended June 30, 2012. Net income for the six months ended June 30, 2013 was $55.0 million, or $0.31 per diluted share. This compares to net income for the six months ended June 30, 2012 of $65.0 million, or $0.36 per diluted share. Adjusted net income1 for the six months ended June 30, 2013 was $182.4 million, or $1.01 per diluted share, which was 18.7% of net revenue. This compares to Adjusted net income1 for the six

1


months ended June 30, 2012 of $186.5 million, or $1.03 per diluted share, which was 18.7% of net revenue.

"We are pleased with our results as we delivered record Net revenue for the second quarter and Adjusted net income1 per diluted share at the high end of our guidance," said Martha Sullivan, President and Chief Executive Officer. "While markets continue to be dynamic, we expect to see improvement in the second half as compared to last year.” 

The Company spent $29.8 million, or 5.9% of net revenue, on research, development and engineering related costs in the second quarter of 2013. 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 June 30, 2013 was $234.3 million. During the first half, the Company generated cash of $180.1 million from operations, used cash of $32.9 million in investing activities and used cash of $326.5 million in financing activities. Financing activities included net payments on debt of $206.7 million and $125.2 million used to repurchase ordinary shares.

The Company recorded an income tax provision of $14.5 million for the second quarter 2013. Approximately $9.2 million of the provision, or 7.2% of Adjusted EBIT, related to taxes that are payable in cash and approximately $5.3 million related to deferred income tax expense and other income tax expense.

The Company’s total indebtedness at June 30, 2013 was $1.6 billion. The Company’s Net debt2 was $1.4 billion resulting in a Net leverage ratio2 of 2.7X.

During the second quarter, the Company acquired 2.2 million shares under a previously announced share repurchase plan at an average price of $32.21

Segment Performance

 
 
Three months ended
 
Six months ended
$ in 000s
 
June 30, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
Sensors net revenue
 
$
361,332

 
$
360,094

 
$
693,965

 
$
719,688

Sensors profit from operations
 
$
108,838

 
$
100,856

 
$
202,030

 
$
198,796

% of Sensors net revenue
 
30.1
%
 
28.0
%
 
29.1
%
 
27.6
%
 
 
 
 
 
 
 
 
 
Controls net revenue
 
$
145,086

 
$
144,523

 
$
282,866

 
$
276,937

Controls profit from operations
 
$
45,716

 
$
47,626

 
$
89,070

 
$
89,787

% of Controls net revenue
 
31.5
%
 
33.0
%
 
31.5
%
 
32.4
%

Guidance

For the full year 2013, the Company anticipates net revenue of $1.94 to $2.00 billion which, at the midpoint, represents growth of 2.9% compared to the full year 2012 net revenue of $1.91 billion. The Company further expects Adjusted Net Income1 of $2.04 to $2.16 per diluted share, for the full year 2013. At the midpoint, this represents 7.1% growth compared to the full year 2012 Adjusted net income1 per diluted share of $1.96. This guidance assumes a diluted share count of 179.3 million for the full year 2013.

2



The Company anticipates net revenue of $485 million to $505 million for the third quarter 2013, which, at the midpoint, is 4.9% higher than third quarter 2012 net revenue of $471.9 million. The Company also expects Adjusted net income1 of $0.52 to $0.56 per diluted share for the third quarter 2013. At the midpoint, this represents 14.9% growth compared to third quarter 2012 Adjusted net income per diluted share of $0.47. This guidance assumes a diluted share count of 178.6 million for the third quarter 2013.

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.


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 ended June 30, 2013. 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 14294455. 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 14294455. A replay of the call will be also 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 2013.  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; governmental regulations, policies, and practices relating to the Company’s non-US operations and international business; fluctuations in foreign currency exchange, commodity and interest rates; competitive pressures; pricing and other pressures from customers; adverse developments in the automotive industry; 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; fundamental changes in the industries in which the Company operates; 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, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
Net revenue
 
$
506,418

 
$
504,617

 
$
976,831

 
$
996,625

Operating costs and expenses:
 
 
 
 
 
 
 
 
Cost of revenue
 
322,699

 
326,159

 
631,381

 
651,407

Research and development
 
14,308

 
12,460

 
27,924

 
25,754

Selling, general and administrative
 
42,821

 
35,530

 
81,075

 
74,109

Amortization of intangible assets
 
33,650

 
36,199

 
67,036

 
72,325

Restructuring and special charges
 
2,350

 
7,887

 
4,026

 
8,450

Total operating costs and expenses
 
415,828

 
418,235

 
811,442

 
832,045

Profit from operations
 
90,590

 
86,382

 
165,389

 
164,580

Interest expense
 
(23,962
)
 
(24,928
)
 
(48,097
)
 
(50,143
)
Interest income
 
400

 
185

 
548

 
426

Other, net
 
(32,200
)
 
(10,761
)
 
(34,801
)
 
(6,588
)
Income before taxes
 
34,828

 
50,878

 
83,039

 
108,275

Provision for income taxes
 
14,457

 
24,760

 
28,003

 
43,241

Net income
 
$
20,371

 
$
26,118

 
$
55,036

 
$
65,034

 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.12

 
$
0.15

 
$
0.31

 
$
0.37

Diluted
 
$
0.11

 
$
0.14

 
$
0.31

 
$
0.36

 
 
 
 
 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
 
 
 
 
Basic
 
175,210

 
177,457

 
176,573

 
177,111

Diluted
 
178,407

 
181,781

 
179,965

 
181,643



5



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

($ in 000s)
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the six months ended
 
 
June 30, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
Net income
 
$
20,371

 
$
26,118

 
$
55,036

 
$
65,034

Other comprehensive (loss)/income, net of tax:
 
 
 
 
 
 
 
 
Net unrealized (loss)/gain on derivative instruments designated and qualifying as cash flow hedges
 
(1,759
)
 
536

 
6,848

 
376

Defined benefit and retiree healthcare plans
 
418

 
125

 
872

 
250

Other comprehensive (loss)/income
 
(1,341
)
 
661

 
7,720

 
626

Comprehensive income
 
$
19,030

 
$
26,779

 
$
62,756

 
$
65,660



6



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

($ in 000s)
 
 
 
 
 
 
June 30, 2013
 
December 31, 2012
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
234,347

 
$
413,539

Accounts receivable, net of allowances
 
310,136

 
258,114

Inventories
 
173,549

 
176,233

Deferred income tax assets
 
12,871

 
12,871

Prepaid expenses and other current assets
 
37,265

 
33,923

Total current assets
 
768,168

 
894,680

Property, plant and equipment, net
 
331,303

 
328,199

Goodwill
 
1,754,385

 
1,754,107

Other intangible assets, net
 
551,171

 
603,883

Deferred income tax assets
 
37,286

 
38,971

Deferred financing costs
 
21,014

 
22,119

Other assets
 
5,712

 
6,432

Total assets
 
$
3,469,039

 
$
3,648,391

 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt, capital lease and other financing obligations
 
$
13,775

 
$
12,878

Accounts payable
 
177,113

 
152,964

Income taxes payable
 
11,004

 
8,884

Accrued expenses and other current liabilities
 
123,383

 
100,112

Deferred income tax liabilities
 
3,525

 
3,525

Total current liabilities
 
328,800

 
278,363

Deferred income tax liabilities
 
285,182

 
271,902

Pension and post-retirement benefit obligations
 
26,433

 
32,747

Capital lease and other financing obligations, less current portion
 
50,562

 
43,425

Long-term debt, net of discount, less current portion
 
1,564,487

 
1,768,352

Other long-term liabilities
 
37,944

 
31,308

Total liabilities
 
2,293,408

 
2,426,097

Total shareholders’ equity
 
1,175,631

 
1,222,294

Total liabilities and shareholders’ equity
 
$
3,469,039

 
$
3,648,391



7



SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in 000s)
 
 
 
 
 
 
For the six months ended
 
 
June 30, 2013
 
June 30, 2012
Cash flows from operating activities:
 
 
 
 
Net income
 
$
55,036

 
$
65,034

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
25,361

 
27,712

Amortization of deferred financing costs and original issue discounts
 
2,263

 
2,608

Currency remeasurement gain on debt
 
(185
)
 
(79
)
Share-based compensation
 
4,602

 
4,698

Loss on debt refinancing
 
7,111

 

Amortization of intangible assets
 
67,036

 
72,325

Loss/(gain) on disposition of assets
 
806

 
(3,563
)
Deferred income taxes
 
12,621

 
30,495

Unrealized loss on hedges and other non-cash items
 
24,037

 
2,581

Changes in operating assets and liabilities, net of effects of acquisitions
 
(18,562
)
 
(12,035
)
Net cash provided by operating activities
 
180,126

 
189,776

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to property, plant and equipment and capitalized software
 
(33,853
)
 
(27,481
)
Insurance proceeds
 
1,400

 

Proceeds from sale of assets
 

 
4,216

Acquisition payments
 
(411
)
 

Net cash used in investing activities
 
(32,864
)
 
(23,265
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
 
11,163

 
8,909

Proceeds from issuance of debt
 
500,000

 

Payments on debt
 
(706,658
)
 
(6,503
)
Payments to repurchase ordinary shares
 
(125,218
)
 

Payments of debt issuance costs
 
(5,741
)
 
(209
)
Net cash (used in)/provided by financing activities
 
(326,454
)
 
2,197

Net change in cash and cash equivalents
 
(179,192
)
 
168,708

Cash and cash equivalents, beginning of period
 
413,539

 
92,127

Cash and cash equivalents, end of period
 
$
234,347

 
$
260,835


8


Net Revenue by Business, Geography and End Market

(% of total net revenue)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2013
 
2012
 
2013
 
2012
Sensors
 
71.4
%
 
71.4
%
 
71.0
%
 
72.2
%
Controls
 
28.6
%
 
28.6
%
 
29.0
%
 
27.8
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2013
 
2012
 
2013
 
2012
Americas
 
38.5
%
 
38.1
%
 
37.9
%
 
37.5
%
Europe
 
29.9
%
 
28.8
%
 
29.9
%
 
29.9
%
Asia
 
31.6
%
 
33.1
%
 
32.2
%
 
32.6
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2013
 
2012
 
2013
 
2012
European automotive
 
24.3
%
 
24.1
%
 
24.3
%
 
25.5
%
North American automotive
 
15.9
%
 
16.7
%
 
15.8
%
 
16.6
%
Asian automotive
 
19.5
%
 
20.3
%
 
19.9
%
 
20.3
%
Rest of world automotive
 
0.9
%
 
0.8
%
 
1.0
%
 
0.8
%
Heavy vehicle off-road
 
9.4
%
 
8.1
%
 
9.0
%
 
7.9
%
Appliance and heating, ventilation and air-conditioning
 
10.4
%
 
10.9
%
 
10.6
%
 
10.2
%
Industrial
 
9.4
%
 
9.4
%
 
9.2
%
 
8.9
%
All other
 
10.2
%
 
9.7
%
 
10.2
%
 
9.8
%
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 debt refinancing costs and other financing transactions, deferred loss/(gain) on other hedges and loss/(gain) on currency remeasurement on debt, net, 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 and special charges, 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 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 six months ended June 30, 2013 and 2012.

(In 000s, except per share amounts)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2013
 
2012
 
2013
 
2012
Net income
 
$
20,371

 
$
26,118

 
$
55,036

 
$
65,034

Debt refinancing costs and other financing transactions
 
8,577

 

 
9,179

 

Deferred loss/(gain) on other hedges and loss/(gain) on currency remeasurement on debt, net
 
23,089

 
6,816

 
26,318

 
2,200

Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets
 
33,955

 
37,528

 
67,867

 
77,143

Deferred income tax and other tax expense
 
5,294

 
19,383

 
12,966

 
33,012

Amortization of deferred financing costs
 
1,026

 
1,252

 
2,263

 
2,608

Restructuring and special charges
 
3,411

 
6,387

 
8,793

 
6,468

Total adjustments
 
$
75,352

 
$
71,366

 
$
127,386

 
$
121,431

Adjusted net income
 
$
95,723

 
$
97,484

 
$
182,422

 
$
186,465

Weighted average diluted shares outstanding used in Adjusted net income per share calculation
 
178,407

 
181,781

 
179,965

 
181,643

Adjusted net income per share
 
$
0.54

 
$
0.54

 
$
1.01

 
$
1.03



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: $0.2 million and $0.3 million for the three months ended June 30, 2013 and 2012, respectively, and $0.5 million and $0.5 million for the six months ended June 30, 2013 and 2012, respectively; Restructuring and special charges: $0.6 million and $0.3 million for the three months ended June 30, 2013 and 2012, respectively, and $1.9 million and $0.3 million for the six months ended June 30, 2013 and 2012, respectively.



10



The following unaudited table identifies where in the Condensed Consolidated Statement of Operations the adjustments to reconcile Net income to Adjusted net income were recorded for the three and six months ended June 30, 2013 and 2012.
($ in 000s)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
 
2013
 
2012
 
2013
 
2012
Cost of revenue
 
$
1,722

 
$
1,857

 
$
5,997

 
$
5,801

Selling, general and administrative
 
369

 

 
971

 

Amortization of intangible assets
 
33,326

 
35,671

 
66,330

 
71,342

Restructuring and special charges
 
2,318

 
6,387

 
4,333

 
6,468

Interest expense
 
1,026

 
1,252

 
2,263

 
2,608

Other, net
 
31,297

 
7,134

 
34,526

 
2,518

Provision for income taxes
 
5,294

 
19,065

 
12,966

 
32,694

Total adjustments
 
$
75,352

 
$
71,366

 
$
127,386

 
$
121,431



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 ended September 30, 2013 and full year ended December 31, 2013. 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, 2013
 
Full year ended
December 31, 2013
 
 
Low End
 
High End
 
Low End
 
High End
 
 
 
 
 
 
 
 
 
Projected GAAP earnings per diluted share
 
$
0.30

 
$
0.34

 
$
0.87

 
$
0.99

Debt refinancing costs and other financing transactions
 

 

 
0.05

 
0.05

Deferred loss/(gain) on other hedges and loss/(gain) on currency remeasurement on debt, net
 

 

 
0.15

 
0.15

Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets
 
0.19

 
0.19

 
0.76

 
0.76

Deferred income tax and other tax expense
 
0.06

 
0.06

 
0.18

 
0.18

Amortization of deferred financing costs
 
0.01

 
0.01

 
0.03

 
0.03

Restructuring and special charges
 
(0.03
)
 
(0.03
)
 

 

Projected Adjusted net income per diluted share
 
$
0.52

 
$
0.56

 
$
2.04

 
$
2.16

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
 
178,600

 
178,600

 
179,300

 
179,300


11


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, 2012 and the interim condensed consolidated financial statements included in the Company's Form 10-Q for the period ended March 31, 2013. 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.


12
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