0001477294-13-000065.txt : 20131029 0001477294-13-000065.hdr.sgml : 20131029 20131029060645 ACCESSION NUMBER: 0001477294-13-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131029 DATE AS OF CHANGE: 20131029 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: 131174592 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 form8k10292013.htm FORM 8-K form8k10292013
 
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): October 29, 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 October 29, 2013, Sensata Technologies Holding N.V. ("Sensata" or the "Company") issued a press release announcing its financial results for the quarter ended September 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 October 29, 2013 press release entitled "Sensata Technologies Holding N.V. Announces Third 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: October 29, 2013
 
 
 
Name: Jeffrey Cote
 
 
 
 
Title: Executive Vice President, Chief Operating Officer and Interim Chief Financial Officer
 



4



EXHIBIT INDEX
 



Exhibit No.
 
Description
 
 
99.1
 
October 29, 2013 press release entitled "Sensata Technologies Holding N.V. Announces Third Quarter 2013 Results."



5
EX-99.1 2 q32013pressrelease.htm PRESS RELEASE Q3 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
THIRD QUARTER 2013 RESULTS

Third quarter 2013 Net revenue was $498.9 million, an increase of 5.7% from the third quarter 2012 Net revenue of $471.9 million.

Third quarter 2013 Net income was $66.0 million, or $0.37 per diluted share, versus third quarter 2012 Net income of $41.5 million, or $0.23 per diluted share.

Third quarter 2013 Adjusted net income1 was $97.9 million, or $0.55 per diluted share, versus third quarter 2012 Adjusted net income1 of $84.7 million, or $0.47 per diluted share.

Almelo, the Netherlands – October 29, 2013 - Sensata Technologies Holding N.V. (NYSE: ST) (the “Company”) announces results of its operations for the three and nine months ended September 30, 2013.

Highlights of the Three and Nine Months ended September 30, 2013

Net revenue for the third quarter 2013 was $498.9 million, an increase of $27.0 million, or 5.7%, from Net revenue for the third quarter 2012 of $471.9 million. Net income for the third quarter 2013 was $66.0 million, or $0.37 per diluted share. This compares to Net income for the third quarter 2012 of $41.5 million, or $0.23 per diluted share. Adjusted net income1 for the third quarter 2013 was $97.9 million, or $0.55 per diluted share, which was 19.6% of Net revenue. This was an increase of 15.5% compared to Adjusted net income1 for the third quarter 2012 of $84.7 million, or $0.47 per diluted share, which was 18.0% of Net revenue.

Net revenue for the nine months ended September 30, 2013 was $1,475.7 million, an increase of $7.2 million, or 0.5%, from $1,468.6 million for the nine months ended September 30, 2012. Net income for the nine months ended September 30, 2013 was $121.1 million, or $0.67 per diluted share. This compares to Net income for the nine months ended September 30, 2012 of $106.5 million, or $0.59 per diluted share. Adjusted net income1 for the nine months ended September 30, 2013 was $280.3 million, or $1.56 per diluted share, which was 19.0% of Net revenue. This was an increase of 3.3% compared to Adjusted net income1 for the nine months ended September 30, 2012 of $271.2 million, or $1.49 per diluted share, which was 18.5% of Net revenue.

1



"We are pleased with our results for the third quarter which came in slightly better than expected with earnings growing at over twice the pace of Net revenue," said Martha Sullivan, President and Chief Executive Officer. “The balance of the year looks in line with our expectations for improved Net revenue growth over last year.”

The Company spent $30.6 million, or 6.1% of Net revenue, on research, development and engineering related costs in the third 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 September 30, 2013 was $348.2 million. During the first nine months, the Company generated cash of $308.8 million from operations, used cash of $49.2 million in investing activities and used cash of $324.9 million in financing activities.

The Company recorded an income tax provision of $20.2 million for the third quarter 2013. Approximately $7.6 million of the provision, or 6.0% of Adjusted EBIT, related to taxes that are payable in cash and approximately $12.6 million related to deferred income tax expense and other income tax expense.

The Company’s total indebtedness at September 30, 2013 was $1.6 billion. The Company’s Net debt2 was $1.3 billion resulting in a Net leverage ratio2 of 2.4X.

In October 2012, our Board of Directors authorized a $250.0 million share buyback program. Since the share buyback program was authorized, we have repurchased 4.4 million ordinary shares under this program for an aggregate purchase price of approximately $141.3 million.  On October 28, 2013, the Board of Directors amended the terms of the share buyback program, and reset the amount available for share repurchases to $250.0 million.  Under the amended program, the Company may repurchase ordinary shares from time to time, at such times and in amounts to be determined by Company management, based on market conditions, legal requirements and other corporate considerations, in the open market or in privately negotiated transactions. The Company expects that any repurchase of shares will be funded by cash from operations.

Segment Performance

 
 
Three months ended
 
Nine months ended
$ in 000s
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
Sensors net revenue
 
$
358,159

 
$
339,845

 
$
1,052,124

 
$
1,059,533

Sensors profit from operations
 
$
109,918

 
$
94,843

 
$
311,948

 
$
293,639

% of Sensors net revenue
 
30.7
%
 
27.9
%
 
29.6
%
 
27.7
%
 
 
 
 
 
 
 
 
 
Controls net revenue
 
$
140,727

 
$
132,084

 
$
423,593

 
$
409,021

Controls profit from operations
 
$
41,638

 
$
39,623

 
$
130,708

 
$
129,410

% of Controls net revenue
 
29.6
%
 
30.0
%
 
30.9
%
 
31.6
%

Guidance

The Company anticipates net revenue of $485 million to $505 million for the fourth quarter 2013, which, at the midpoint, is 11.1% higher than fourth quarter 2012 Net revenue of $445.4 million. The Company also expects Adjusted net income1 of $0.53 to $0.57 per diluted share for the fourth

2


quarter 2013. At the midpoint, this represents 17.0% growth compared to fourth quarter 2012 Adjusted net income per diluted share of $0.47. This guidance assumes a diluted share count of 178.7 million for the fourth 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 third quarter ended September 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 74857638. 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 74857638. 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 ten 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 fourth quarter 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; litigation and disputes involving the Company, including the extent of product liability and warranty claims asserted against the Company; non-performance by suppliers; integration of acquired companies; 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 nine months ended
 
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
Net revenue
 
$
498,886

 
$
471,929

 
$
1,475,717

 
$
1,468,554

Operating costs and expenses:
 
 
 
 
 
 
 
 
Cost of revenue
 
309,061

 
308,639

 
940,442

 
960,046

Research and development
 
15,189

 
13,395

 
43,113

 
39,149

Selling, general and administrative
 
40,355

 
36,085

 
121,430

 
110,194

Amortization of intangible assets
 
33,670

 
36,082

 
100,706

 
108,407

Restructuring and special charges
 
512

 
6,487

 
4,538

 
14,937

Total operating costs and expenses
 
398,787

 
400,688

 
1,210,229

 
1,232,733

Profit from operations
 
100,099

 
71,241

 
265,488

 
235,821

Interest expense
 
(23,476
)
 
(24,967
)
 
(71,573
)
 
(75,110
)
Interest income
 
232

 
243

 
780

 
669

Other, net
 
9,390

 
10,827

 
(25,411
)
 
4,239

Income before taxes
 
86,245

 
57,344

 
169,284

 
165,619

Provision for income taxes
 
20,223

 
15,838

 
48,226

 
59,079

Net income
 
$
66,022

 
$
41,506

 
$
121,058

 
$
106,540

 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.38

 
$
0.23

 
$
0.69

 
$
0.60

Diluted
 
$
0.37

 
$
0.23

 
$
0.67

 
$
0.59

 
 
 
 
 
 
 
 
 
Weighted-average ordinary shares outstanding:
 
 
 
 
 
 
Basic
 
175,941

 
177,761

 
176,362

 
177,328

Diluted
 
178,629

 
181,654

 
179,519

 
181,647



5



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

($ in 000s)
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
For the nine months ended
 
 
September 30, 2013
 
September 30, 2012
 
September 30, 2013
 
September 30, 2012
Net income
 
$
66,022

 
$
41,506

 
$
121,058

 
$
106,540

Other comprehensive (loss)/income, net of tax:
 
 
 
 
 
 
 
 
Net unrealized loss on derivative instruments designated and qualifying as cash flow hedges
 
(7,892
)
 
(1,847
)
 
(1,044
)
 
(1,471
)
Amortization of net loss and prior service cost on defined benefit and retiree healthcare plans
 
434

 
59

 
1,306

 
309

Other comprehensive (loss)/income
 
(7,458
)
 
(1,788
)
 
262

 
(1,162
)
Comprehensive income
 
$
58,564

 
$
39,718

 
$
121,320

 
$
105,378



6



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

($ in 000s)
 
 
 
 
 
 
September 30, 2013
 
December 31, 2012
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
348,199

 
$
413,539

Accounts receivable, net of allowances
 
303,739

 
258,114

Inventories
 
181,605

 
176,233

Deferred income tax assets
 
12,655

 
12,871

Prepaid expenses and other current assets
 
33,888

 
33,923

Total current assets
 
880,086

 
894,680

Property, plant and equipment, net
 
336,224

 
328,199

Goodwill
 
1,754,385

 
1,754,107

Other intangible assets, net
 
521,537

 
603,883

Deferred income tax assets
 
39,919

 
38,971

Deferred financing costs
 
20,084

 
22,119

Other assets
 
6,739

 
6,432

Total assets
 
$
3,558,974

 
$
3,648,391

 
 
 
 
 
Liabilities and shareholders’ equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of long-term debt, capital lease and other financing obligations
 
$
14,078

 
$
12,878

Accounts payable
 
177,607

 
152,964

Income taxes payable
 
12,189

 
8,884

Accrued expenses and other current liabilities
 
140,439

 
100,112

Deferred income tax liabilities
 
3,525

 
3,525

Total current liabilities
 
347,838

 
278,363

Deferred income tax liabilities
 
296,971

 
271,902

Pension and post-retirement benefit obligations
 
26,417

 
32,747

Capital lease and other financing obligations, less current portion
 
49,747

 
43,425

Long-term debt, net of discount, less current portion
 
1,561,835

 
1,768,352

Other long-term liabilities
 
33,472

 
31,308

Total liabilities
 
2,316,280

 
2,426,097

Total shareholders’ equity
 
1,242,694

 
1,222,294

Total liabilities and shareholders’ equity
 
$
3,558,974

 
$
3,648,391



7



SENSATA TECHNOLOGIES HOLDING N.V.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in 000s)
 
 
 
 
 
 
For the nine months ended
 
 
September 30, 2013
 
September 30, 2012
Cash flows from operating activities:
 
 
 
 
Net income
 
$
121,058

 
$
106,540

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
 
38,034

 
40,792

Amortization of deferred financing costs and original issue discounts
 
3,291

 
3,861

Currency remeasurement (gain)/loss on debt
 
(354
)
 
382

Share-based compensation
 
7,358

 
7,250

Loss on debt refinancing
 
7,111

 

Amortization of intangible assets
 
100,706

 
108,407

Loss/(gain) on disposition of assets
 
946

 
(3,556
)
Deferred income taxes
 
24,598

 
42,765

Insurance proceeds
 
(5,000
)
 

Unrealized loss/(gain) on hedges and other non-cash items
 
12,203

 
(9,209
)
Changes in operating assets and liabilities, net of effects of acquisitions
 
(1,185
)
 
(12,574
)
Net cash provided by operating activities
 
308,766

 
284,658

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Additions to property, plant and equipment and capitalized software
 
(55,523
)
 
(36,576
)
Insurance proceeds
 
6,400

 

Proceeds from sale of assets
 
326

 
5,316

Acquisition payments
 
(411
)
 

Net cash used in investing activities
 
(49,208
)
 
(31,260
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from exercise of stock options and issuance of ordinary shares
 
17,229

 
12,601

Proceeds from issuance of debt
 
500,000

 

Payments on debt
 
(709,816
)
 
(9,753
)
Payments to repurchase ordinary shares
 
(126,155
)
 

Payments of debt issuance costs
 
(6,156
)
 
(209
)
Net cash (used in)/provided by financing activities
 
(324,898
)
 
2,639

Net change in cash and cash equivalents
 
(65,340
)
 
256,037

Cash and cash equivalents, beginning of period
 
413,539

 
92,127

Cash and cash equivalents, end of period
 
$
348,199

 
$
348,164


8


Net Revenue by Business, Geography and End Market

(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Sensors
 
71.8
%
 
72.0
%
 
71.3
%
 
72.1
%
Controls
 
28.2
%
 
28.0
%
 
28.7
%
 
27.9
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Americas
 
37.8
%
 
37.7
%
 
37.9
%
 
37.5
%
Europe
 
29.0
%
 
27.4
%
 
29.6
%
 
29.1
%
Asia
 
33.2
%
 
34.9
%
 
32.5
%
 
33.4
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%


(% of total net revenue)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
European automotive
 
22.8
%
 
23.2
%
 
23.8
%
 
24.7
%
North American automotive
 
16.8
%
 
17.2
%
 
16.1
%
 
16.8
%
Asian automotive
 
20.0
%
 
22.3
%
 
19.9
%
 
21.0
%
Rest of world automotive
 
0.6
%
 
0.9
%
 
0.9
%
 
0.8
%
Heavy vehicle off-road
 
10.6
%
 
7.4
%
 
9.6
%
 
7.8
%
Appliance and heating, ventilation and air-conditioning
 
9.3
%
 
9.9
%
 
10.1
%
 
10.1
%
Industrial
 
9.2
%
 
9.4
%
 
9.2
%
 
9.0
%
All other
 
10.7
%
 
9.7
%
 
10.4
%
 
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 nine months ended September 30, 2013 and 2012.

(In 000s, except per share amounts)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Net income
 
$
66,022

 
$
41,506

 
$
121,058

 
$
106,540

Debt refinancing costs and other financing transactions
 

 

 
9,179

 

Deferred loss/(gain) on other hedges and loss/(gain) on currency remeasurement on debt, net
 
(12,723
)
 
(17,675
)
 
13,595

 
(15,475
)
Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets
 
34,130

 
36,720

 
101,997

 
113,863

Deferred income tax and other tax expense
 
12,594

 
11,673

 
25,560

 
44,685

Amortization of deferred financing costs
 
1,028

 
1,253

 
3,291

 
3,861

Restructuring and special charges
 
(3,188
)
 
11,270

 
5,605

 
17,738

Total adjustments
 
$
31,841

 
$
43,241

 
$
159,227

 
$
164,672

Adjusted net income
 
$
97,863

 
$
84,747

 
$
280,285

 
$
271,212

Weighted average diluted shares outstanding used in Adjusted net income per share calculation
 
178,629

 
181,654

 
179,519

 
181,647

Adjusted net income per diluted share
 
$
0.55

 
$
0.47

 
$
1.56

 
$
1.49



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 expense/(benefit)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 $0.3 million for the three months ended September 30, 2013 and 2012, respectively, and $0.8 million and $0.8 million for the nine months ended September 30, 2013 and 2012, respectively; Restructuring and special charges: ($1.0) million and $1.2 million for the three months ended September 30, 2013 and 2012, respectively, and $0.9 million and $1.4 million for the nine months ended September 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 nine months ended September 30, 2013 and 2012.
($ in 000s)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2013
 
2012
 
2013
 
2012
Cost of revenue
 
$
(2,841
)
 
$
1,759

 
$
3,156

 
$
7,560

Selling, general and administrative
 

 

 
971

 

Amortization of intangible assets
 
33,327

 
35,670

 
99,657

 
107,012

Restructuring and special charges
 
456

 
5,988

 
4,789

 
12,456

Interest expense
 
1,028

 
1,253

 
3,291

 
3,861

Other, net
 
(12,723
)
 
(13,102
)
 
21,803

 
(10,584
)
Provision for income taxes
 
12,594

 
11,673

 
25,560

 
44,367

Total adjustments
 
$
31,841

 
$
43,241

 
$
159,227

 
$
164,672



The following unaudited table reconciles the Company’s Projected GAAP earnings per share to Projected Adjusted net income per diluted share for the fourth quarter and full year ended December 31, 2013. The amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not add due to the effect of rounding.
 
 
Three months ended
December 31, 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

 
$
0.97

 
$
1.01

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
 

 

 
0.08

 
0.08

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

 
0.19

 
0.77

 
0.77

Deferred income tax and other tax expense
 
0.06

 
0.06

 
0.19

 
0.19

Amortization of deferred financing costs
 
0.01

 
0.01

 
0.03

 
0.03

Restructuring and special charges
 
(0.02
)
 
(0.02
)
 
0.01

 
0.01

Projected Adjusted net income per diluted share
 
$
0.53

 
$
0.57

 
$
2.10

 
$
2.14

Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s)
 
178,700

 
178,700

 
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 June 30, 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
GRAPHIC 3 graphic01.jpg GRAPHIC begin 644 graphic01.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!X17AI9@``24DJ``@````&`#$!`@`1 M````5@````$#!0`!````:`````,#`0`!``````:B"1!1`0`!`````0"!.1%1 M!``!````Q`X``!)1!``!````Q`X```````!-:6-R;W-O9G0@3V9F:6-E`$2@ MA@$`C[$``/_;`$,`"`8&!P8%"`<'!PD)"`H,%`T,"PL,&1(3#Q0=&A\>'1H< M'"`D+B<@(BPC'!PH-RDL,#$T-#0?)SD].#(\+C,T,O_;`$,!"0D)#`L,&`T- M&#(A'"$R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R,C(R M,C(R,C(R,C(R,O_``!$(`&,`C0,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0`` M`````````0(#!`4&!P@)"@O_Q`"U$``"`0,#`@0#!04$!````7T!`@,`!!$% M$B$Q008346$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U M-CH.$A8:'B(F* MDI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G: MX>+CY.7FY^CIZO'R\_3U]O?X^?K_Q``?`0`#`0$!`0$!`0$!`````````0(# M!`4&!P@)"@O_Q`"U$0`"`0($!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q M$R(R@0@40I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8 MF9JBHZ2EIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$``A$#$0`_`/?:***`"BBB@`HHHH`****`"BBB M@`HHHH`****`"BBB@`I124HH`2BBB@#/AUG3;^\N=.M;^&2\A!$D:-ED[?I4 MEA:26B.))-^XY`':N1\-Z=X=M_&E_<6`N_MC>9@2D>6,GY]O?KZUW5`'+V?A MJ^MO&-QK,FH[[:3<1%DY((X4]L#^E;]IJ-G?F06ES',8SA]ASBK#*'1E895A M@CVK*T?P_9Z(\SVS2,TN`2YS@#L*VJ575UF]4DD8TJ,:5U#9MMF=?>&KZZ\7 MVVKQZALMX]I,63D8ZJ.V#_6LKPYI8M_'VJ7`\00W3'?NM57UKIULUS>3I#"O!=S@5Q?CK1F\31:51C=OYQC/'3/6HM-T72=3\/Z=]E, MZVT:D)N/S')^8-^.>E.=1Q7[K6?9G5A*JH3C5O9J_2_0Z`PNUB8!.^\Q;!-_ M%G&-WU[UR7@+P?J7A7^T/[0U,78N'4HJEB!C.6.>YS^E=DJA%"J,`#`I:;BF MU)[HRAB)PIRI+:5KZ=@I124HJC`2BBB@"M#I]G;W4MS#;1)/+]^15P6JS7-Z MIXGFAU(Z;I5D;N[7[^3\JGTJH?%6JZ;/&NM:6(87./,B[?J0?I0!U]%-1UDC M61&#(P#*1W!IU`%233+&:_COI+2)KJ,824K\PJW113;;W`@N[.VOH?)NH$FC MSG:XSS4J(L:*B*%11@*!@`4ZBIY5>]M0L%%%%,"&[M+>^MVM[J%)HFZHXR*= M##%;0I##&L<2#"HHP`*K:IJ<&D61N[A7:,,%P@R[AL:$@G'?)':@#0\0:G)H]C8Z=I6!-/A(FSNVKP!C/U'-4 M+W3M>TBR;44UQ[B2(;I(FR5([XR>?TK+U>RE@TG0+B]23R53RY0."H)R!['' M\JO7NG>$K2P-T+F6?(^6..YRS?AV_&@"77/$-W)HNE7]E*T+S.PD1#U(ZCZ9 MI^HZ?XCAL)=3DUEEE1?,:WC&%4>@]_Y%Z__P"N#?RH`YN_\37H\)65U$P2YN',;R@=,9R1[FE.G:U%:I?:7KSZ MA+P6BW`JV?J:K6E_96?@^QBU"Q:YMIY7!(.-A#=?KUZ>E0ZOHVD:?8G4-*U8 MI(,%(UE!+?3'(H`Z36+K6CI%J+"T=+R?`F*X/D\<_K6-JMCJ^AV1OAXAEEE0 MC=$YX;)[`DY_*HM4U:_ETC1(9[E[=;IS6C9IJVG>%S-!,] M]<2QQF"/9_J@1^N*SM2D23X<6OENK;/+5MIS@YZ&I]4UAH/!=H=/N5\S;'%( M\;9,?R]/8\8H`;+I.M0Z:U_<>()H;D1^886.`.,[>O7\*V_"^I3ZKHD<]R09 M58HS`8W8[USLVE^';;1C>SWC7=P\65W3Y+.1QA1[^M:?@21#H+1AU,BRL67/ M(!QSB@#J*44E**`$HHHH`P-2G\,:BVV^N+1WCRN2^&7VR*DT_P`-Z'#Y=U:V MR29`9'9BX^HSQ3-1@A'B72!Y,>&68D;1S\HK*L[_`%26.WOD-SAY]AC8QK!L MW8V@9SD#]:`.OGMX;J!H9XEDB<896&0:QK+PWX?,GVFVM8Y=K$9+EE#`\\$U M6MIKR[ADU-M6-L5NC&(7QY04-MVD=Z;9ZB(Q=VZRB,[DW9X-330QW$#PS('B==K*>XKE;FXU'[#JVH+ MJ4R&SNG6*(!=N`1P>,GK4[S7M\-5NQJ4MK]B8K%$FW;\J@Y;(YS0!KI8:5]G M?25AA,2#>UOUV@GK52+PCH<,HD6Q4D'(#.Q'Y$UC2ZI<))>7\>(YY;*U^8CA M"YP3^&:N7EU>Z%<-&EY+>K):22XFP2C*.",#H<]*`-V^TZRU"V\F\@22)>0# MQM^A'2J.GZ#H2VC-9VL,D,ZX+Y+;E^M4-U[:3Z0QU6:X6\),J/MP?D)^7`X' MM5.VU"_NXM-M5>ZPUJ9G-IL5V.XCOQ@>U`'2PZ)IMO826,=JGV:0[GC))!/K MS]!38-"TNWM)K6*S003',B$DAO3K6";O5Y[:T5WF;:)!*MI)&)FP<*V.01Z@ M=ZZ#1;K[7I,$IG:=L%6=DV,2#CD=C0!!9^&='L9_.@LD\SL7);'TS5BPT?3] M,DEDL[986E^]@DY_.KU%`!2BDI10`E%%%`$,EK!+M55T/ M34O?M:VJB;=O!R=H;^]MSC/OBM"B@#/.AZ:U]]L-JOG[M^84R?O9SG\ZMT4`56TVS:WN+=H%,5PY>5V'EP`B/:Q4J#U`(.:T**`,^70]-FAAB:U55A!6/RV*%0>HR#FK M=O;0VEND%O&L<2#"JO:I:*`"BBB@`I124HH`7`HP***`#`HP***`#`HP***` F#`HP***`#`HP***`#`HP***`#`HP***`#`HP***`#`HHHH`__]D_ ` end