Form 8-K Sensata Technologies For: Feb 03
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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�__________________________________________
FORM 8-K
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CURRENT REPORT
Pursuant to Section�13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2015
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__________________________________________�
SENSATA TECHNOLOGIES HOLDING N.V.
(Exact name of Registrant as specified in its charter)
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�__________________________________________
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)
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(Former name or former address, if changed since last report)
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�__________________________________________
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:
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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)) |
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Item�2.02 | Results of Operations and Financial Condition. |
On February 3, 2015, Sensata Technologies Holding N.V. issued a press release announcing its financial results for the quarter and year ended December 31, 2014. The press release is attached hereto as exhibit 99.1 and is 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�February 3, 2015 press release entitled "Sensata Technologies Holding N.V. Announces Fourth Quarter and Full Year 2014 Results" (furnished pursuant to Item�2.02).
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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.
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SENSATA TECHNOLOGIES HOLDING N.V. | ||||
/s/ Paul Vasington | ||||
Date: February 3, 2015 | Name: Paul Vasington | |||
Title: Executive Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
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Exhibit�No. | Description | |
99.1 | February 3, 2015 press release entitled "Sensata Technologies Holding N.V. Announces Fourth Quarter and Full Year 2014 Results." | |
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Contact: | ||||
Investors | News Media | |||
Jacob Sayer | Linda Megathlin | |||
(508) 236-3800 | (508) 236-1761 | |||
SENSATA TECHNOLOGIES HOLDING N.V. ANNOUNCES
FOURTH QUARTER AND FULL YEAR 2014 RESULTS
" | Full year 2014 net revenue was $2.41 billion. |
" | Full year 2014 net income was $283.7 million, or $1.65 per diluted share. |
" | Full year 2014 Adjusted net income1 was $410.3 million, or $2.38 per diluted share. |
Almelo, the Netherlands February 03, 2015 - Sensata Technologies Holding N.V. (NYSE: ST) (the Company ) announces results of its operations for the fourth quarter and full year ended December�31, 2014.
Highlights of the Fourth Quarter and Full Year Ended December�31, 2014
Net revenue for the fourth quarter 2014 was $705.3 million, an increase of $200.2 million, or 39.7%, from net revenue for the fourth quarter 2013 of $505.0 million. Net income for the fourth quarter 2014 was $69.5 million, or $0.41 per diluted share. This compares to net income for the fourth quarter 2013 of $67.1 million, or $0.38 per diluted share. Adjusted net income1 for the fourth quarter 2014 of $97.7 million was 13.9% of net revenue, or $0.57 per diluted share. This compares to Adjusted net income1 for the fourth quarter 2013 of $104.5 million which was 20.7% of net revenue, or $0.59 per diluted share. Integration charges related to acquisitions were $15.9 million in the fourth quarter of 2014.
Net revenue for the full year ended December�31, 2014 was $2.41 billion, an increase of $429.1 million, or 21.7%, from $1.98 billion for the full year ended December�31, 2013. Net income for the full year ended December�31, 2014 was $283.7 million, or $1.65 per diluted share. This compares to net income for the full year ended December�31, 2013 of $188.1 million, or $1.05 per diluted share. Adjusted net income1 for the full year ended December�31, 2014 of $410.3 million was 17.0% of net revenue, or $2.38 per diluted share. This compares to Adjusted net income1 for the full year ended December�31, 2013 of $384.8 million which was 19.4% of net revenue, or $2.15 per diluted share.
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"We are pleased with our results for the fourth quarter with better than expected revenue and earnings primarily driven by outperformance within Schrader, said Martha Sullivan, President and Chief Executive Officer. We anticipate continuing to deliver increased value to shareholders in 2015 through expansion of our prospects in sensing by way of acquisition and by leveraging existing sensing product families into new, mission-critical applications.
The Company incurred $52.0 million, or 7.4% of net revenue, in the fourth quarter of 2014 and $163.2 million, or 6.8% of net revenue, in the full year ended December 31, 2014 related to research, development and engineering related costs. These costs reside in the Cost of revenue and the Research and development lines of the Condensed Consolidated Statements of Operations.
The Company recorded an income tax provision of $(37.2) million for the fourth quarter 2014. Approximately $8.4 million of the provision, or 6.1% of Adjusted EBIT, related to taxes that are payable in cash and approximately $(45.6) million related to deferred income tax expense and other income tax expense. For the full year ended December 31, 2014, cash taxes were approximately $31.3 million, or 5.8% of Adjusted EBIT.
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The Companys ending cash balance at December�31, 2014 was $211.3 million. During the full year 2014, the Company generated cash of $382.6 million from operations, used cash of $1.43 billion for investing activities, and generated cash of $940.9 million from financing activities.
The Companys total indebtedness at December�31, 2014 was $2.8 billion. The Companys Net debt2 was $2.6 billion resulting in a Net leverage ratio2 of 4.4X.
Segment Performance
For the three months ended December 31, | For the full year ended December 31, | |||||||||||
$ in 000s | 2014 | 2013 | 2014 | 2013 | ||||||||
Sensors net revenue | $ | 549,308 | $ | 354,617 | $ | 1,755,857 | $ | 1,358,238 | ||||
Sensors profit from operations | $ | 142,672 | $ | 108,282 | $ | 475,943 | $ | 401,595 | ||||
% of Sensors net revenue | 26.0 | % | 30.5 | % | 27.1 | % | 29.6 | % | ||||
Controls net revenue | $ | 155,953 | $ | 150,398 | $ | 653,946 | $ | 622,494 | ||||
Controls profit from operations | $ | 48,546 | $ | 46,479 | $ | 202,115 | $ | 195,822 | ||||
% of Controls net revenue | 31.1 | % | 30.9 | % | 30.9 | % | 31.5 | % | ||||
In the fourth quarter of 2014, we realigned our segments as a result of organizational changes that better allocate our resources to support our ongoing business strategy. The portion of the Sensors segment that has historically served the HVAC and industrial end-markets has been moved to the Controls segment to enable improved focus on content growth with existing channels and OEMs. We have recast amounts in the segment performance table above to reflect this change. A historical comparison of Segment Performance is included later in this press release.
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Guidance
For the full year 2015, the Company anticipates net revenue of $2.985 to $3.145 billion which, at the midpoint, represents growth of 27.2% compared to the full year 2014 net revenue of $2.41 billion. The Company further anticipates Adjusted EBITDA of $725 to $775 million for the full year 2015. In addition, the Company expects Adjusted net income1 of $481 million to $521 million, or $2.80 to $3.04 per diluted share for the full year 2015. At the midpoint, this represents 22.7% growth compared to full year 2014 Adjusted net income1 per diluted share of $2.38. This guidance assumes a diluted share count of 171.7 million for the full year 2015.
The Company anticipates net revenue of $730 million to $770 million for the first quarter 2015, which, at the midpoint, represents growth of 36.0% compared to the first quarter 2014 net revenue of $551.6 million. The Company further anticipates Adjusted EBITDA of $165 to $177 million for the first quarter of 2015. In addition, the Company expects Adjusted net income1 of $105 million to $115 million, or $0.61 to $0.67 per diluted share, for the first quarter 2015. At the midpoint, this represents 14.3% growth compared to first quarter 2014 Adjusted net income per diluted share of $0.56. This guidance assumes a diluted share count of 171.2 million for the first quarter of 2015.
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 fourth quarter and full year ended December�31, 2014. 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 67724583. A live webcast and replay of the conference call will also be available on the investor relations page of the Companys website at http://investors.sensata.com.
About Sensata Technologies Holding N.V.
Sensata Technologies Holding N.V. is one of the worlds leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in thirteen countries.� Sensatas 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 Sensatas website at www.sensata.com.
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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 strategies.� Such forward-looking statements include, among other things, the Companys anticipated results for the first quarter and full year of 2015 and any future actions relating to our share repurchase authorization.� 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: adverse developments in the automotive industry; competitive pressures that could require the Company to lower prices or result in reduced demand for the Company's products; integration of acquired companies, including Schrader; the assumption of known and unknown liabilities in the acquisition of Schrader; risks associated with the Companys non-US operations and international business; litigation and disputes involving the Company, including the extent of product liability and warranty claims asserted against the Company; risks associated with the Company's historical and future tax positions; and risks associated with the Companys substantial indebtedness.� 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 Companys SEC filings.� Copies of the Companys filings are available from its Investor Relations department or from the SEC website, www.sec.gov.
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SENSATA TECHNOLOGIES HOLDING N.V. |
Condensed Consolidated Statements of Operations |
(Unaudited) |
(In 000s, except per share amounts) | ||||||||||||
For the three months ended | For the full year ended | |||||||||||
December�31, 2014 | December�31, 2013 | December�31, 2014 | December�31, 2013 | |||||||||
Net revenue | $ | 705,261 | $ | 505,015 | $ | 2,409,803 | $ | 1,980,732 | ||||
Operating costs and expenses: | ||||||||||||
Cost of revenue | 469,749 | 315,807 | 1,567,334 | 1,256,249 | ||||||||
Research and development | 26,497 | 14,837 | 82,178 | 57,950 | ||||||||
Selling, general and administrative | 71,810 | 41,715 | 220,105 | 163,145 | ||||||||
Amortization of intangible assets | 46,142 | 33,681 | 146,704 | 134,387 | ||||||||
Restructuring and special charges | 14,745 | 982 | 21,893 | 5,520 | ||||||||
Total operating costs and expenses | 628,943 | 407,022 | 2,038,214 | 1,617,251 | ||||||||
Profit from operations | 76,318 | 97,993 | 371,589 | 363,481 | ||||||||
Interest expense | (36,237 | ) | (23,528 | ) | (107,210 | ) | (95,101 | ) | ||||
Interest income | 196 | 406 | 1,106 | 1,186 | ||||||||
Other, net | (7,951 | ) | (10,218 | ) | (12,059 | ) | (35,629 | ) | ||||
Income before taxes | 32,326 | 64,653 | 253,426 | 233,937 | ||||||||
(Benefit from)/provision for income taxes | (37,194 | ) | (2,414 | ) | (30,323 | ) | 45,812 | |||||
Net income | $ | 69,520 | $ | 67,067 | $ | 283,749 | $ | 188,125 | ||||
Net income per share: | ||||||||||||
Basic | $ | 0.41 | $ | 0.38 | $ | 1.67 | $ | 1.07 | ||||
Diluted | $ | 0.41 | $ | 0.38 | $ | 1.65 | $ | 1.05 | ||||
Weighted-average ordinary shares outstanding: | ||||||||||||
Basic | 169,063 | 175,276 | 170,113 | 176,091 | ||||||||
Diluted | 171,032 | 177,538 | 172,217 | 179,024 | ||||||||
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SENSATA TECHNOLOGIES HOLDING N.V. |
Condensed Consolidated Statements of Comprehensive Income |
(Unaudited) |
($ in 000s) | ||||||||||||
For the three months ended | For the full year ended | |||||||||||
December�31, 2014 | December�31, 2013 | December�31, 2014 | December�31, 2013 | |||||||||
Net income | $ | 69,520 | $ | 67,067 | $ | 283,749 | $ | 188,125 | ||||
Other comprehensive income/(loss), net of tax: | ||||||||||||
Net unrealized gain/(loss) on derivative instruments designated and qualifying as cash flow hedges | 3,093 | (1,773 | ) | 25,190 | (2,817 | ) | ||||||
Defined benefit and retiree healthcare plans | (3,461 | ) | 7,810 | (3,831 | ) | 9,116 | ||||||
Other comprehensive income/(loss) | (368 | ) | 6,037 | 21,359 | 6,299 | |||||||
Comprehensive income | $ | 69,152 | $ | 73,104 | $ | 305,108 | $ | 194,424 | ||||
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SENSATA TECHNOLOGIES HOLDING N.V. |
Condensed Consolidated Balance Sheets |
(Unaudited) |
($ in 000s) | December�31, 2014 | December�31, 2013 | ||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 211,329 | $ | 317,896 | ||
Accounts receivable, net of allowances | 444,852 | 291,723 | ||||
Inventories | 356,364 | 183,395 | ||||
Deferred income tax assets | 15,301 | 20,975 | ||||
Prepaid expenses and other current assets | 90,918 | 41,642 | ||||
Total current assets | 1,118,764 | 855,631 | ||||
Property, plant and equipment, net | 589,484 | 344,657 | ||||
Goodwill | 2,424,795 | 1,756,049 | ||||
Other intangible assets, net | 910,774 | 502,388 | ||||
Deferred income tax assets | 16,750 | 10,623 | ||||
Deferred financing costs | 29,102 | 19,132 | ||||
Other assets | 26,940 | 10,344 | ||||
Total assets | $ | 5,116,609 | $ | 3,498,824 | ||
Liabilities and shareholders equity | ||||||
Current liabilities: | ||||||
Current portion of long-term debt, capital lease and other financing obligations | $ | 145,979 | $ | 8,100 | ||
Accounts payable | 287,800 | 177,539 | ||||
Income taxes payable | 7,516 | 5,785 | ||||
Accrued expenses and other current liabilities | 222,781 | 123,239 | ||||
Deferred income tax liabilities | 13,430 | 3,829 | ||||
Total current liabilities | 677,506 | 318,492 | ||||
Deferred income tax liabilities | 362,738 | 281,364 | ||||
Pension and post-retirement benefit obligations | 35,799 | 19,508 | ||||
Capital lease and other financing obligations, less current portion | 45,113 | 48,845 | ||||
Long-term debt, net of discount, less current portion | 2,650,744 | 1,667,021 | ||||
Other long-term liabilities | 41,817 | 22,006 | ||||
Total liabilities | 3,813,717 | 2,357,236 | ||||
Total shareholders equity | 1,302,892 | 1,141,588 | ||||
Total liabilities and shareholders equity | $ | 5,116,609 | $ | 3,498,824 | ||
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SENSATA TECHNOLOGIES HOLDING N.V. |
Condensed Consolidated Statements of Cash Flows |
(Unaudited) |
($ in 000s) | ||||||
For the full year ended | ||||||
December�31, 2014 | December�31, 2013 | |||||
Cash flows from operating activities: | ||||||
Net income | $ | 283,749 | $ | 188,125 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation | 65,804 | 50,889 | ||||
Amortization of deferred financing costs and original issue discounts | 5,118 | 4,307 | ||||
Currency remeasurement gain on debt | (771 | ) | (457 | ) | ||
Share-based compensation | 12,985 | 8,967 | ||||
Loss on debt financing | 3,750 | 9,010 | ||||
Amortization of inventory step-up to fair value | 5,576 | |||||
Amortization of intangible assets | 146,704 | 134,387 | ||||
Gain on disposition of assets, net | (578 | ) | (303 | ) | ||
Deferred income taxes | (59,156 | ) | 25,711 | |||
Gain from insurance proceeds | (2,417 | ) | (7,500 | ) | ||
Unrealized loss on hedges and other non-cash items | 5,581 | 8,627 | ||||
Decrease from changes in operating assets and liabilities, net of effects of acquisitions | (83,777 | ) | (25,925 | ) | ||
Net cash provided by operating activities | 382,568 | 395,838 | ||||
Cash flows from investing activities: | ||||||
Acquisition of Schrader, net of cash received | (995,315 | ) | ||||
Other acquisitions, net of cash received | (298,423 | ) | (15,470 | ) | ||
Additions to property, plant and equipment and capitalized software | (144,211 | ) | (82,784 | ) | ||
Insurance proceeds | 2,417 | 8,900 | ||||
Proceeds from sale of assets | 5,467 | 1,704 | ||||
Net cash used in investing activities | (1,430,065 | ) | (87,650 | ) | ||
Cash flows from financing activities: | ||||||
Proceeds from exercise of stock options and issuance of ordinary shares | 24,909 | 20,999 | ||||
Proceeds from issuance of debt | 1,190,500 | 600,000 | ||||
Payments on debt | (76,375 | ) | (711,665 | ) | ||
Repurchase of ordinary shares from SCA | (169,680 | ) | (172,125 | ) | ||
Payments to repurchase ordinary shares | (12,094 | ) | (132,971 | ) | ||
Payments of debt issuance costs | (16,330 | ) | (8,069 | ) | ||
Net cash provided by/(used in) financing activities | 940,930 | (403,831 | ) | |||
Net change in cash and cash equivalents | (106,567 | ) | (95,643 | ) | ||
Cash and cash equivalents, beginning of period | 317,896 | 413,539 | ||||
Cash and cash equivalents, end of period | $ | 211,329 | $ | 317,896 | ||
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Net Revenue by Business, Geography and End Market
(% of total net revenue) | Three months ended December 31, | Full year ended December 31, | ||||||
2014 | 2013 | 2014 | 2013 | |||||
Sensors | 77.9 | % | 70.2 | % | 72.9 | % | 68.6 | % |
Controls | 22.1 | % | 29.8 | % | 27.1 | % | 31.4 | % |
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
(% of total net revenue) | Three months ended December 31, | Full year ended December 31, | ||||||
2014 | 2013 | 2014 | 2013 | |||||
Americas | 41.0 | % | 35.8 | % | 39.9 | % | 37.4 | % |
Europe | 31.3 | % | 29.4 | % | 29.3 | % | 29.5 | % |
Asia | 27.7 | % | 34.8 | % | 30.8 | % | 33.1 | % |
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
(% of total net revenue) | Three months ended December 31, | Full year ended December 31, | ||||||
2014 | 2013 | 2014 | 2013 | |||||
European automotive | 25.5 | % | 23.4 | % | 24.3 | % | 23.7 | % |
North American automotive | 20.4 | % | 16.3 | % | 17.6 | % | 16.2 | % |
Asian automotive | 18.9 | % | 22.4 | % | 19.7 | % | 20.6 | % |
Rest of world automotive | 1.4 | % | 0.9 | % | 0.8 | % | 0.8 | % |
Heavy vehicle off-road | 12.9 | % | 10.6 | % | 12.6 | % | 9.8 | % |
Appliance and heating, ventilation and air-conditioning | 6.3 | % | 8.0 | % | 7.9 | % | 9.6 | % |
Industrial | 6.6 | % | 8.3 | % | 7.4 | % | 9.0 | % |
All other | 8.0 | % | 10.1 | % | 9.7 | % | 10.3 | % |
Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
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Non-GAAP Measures
Adjusted net income is a non-GAAP financial measure. The Company defines Adjusted net income as follows: net income before certain restructuring and special charges, costs associated with financing and other transactions, deferred loss/(gain) on other hedges and loss/(gain) on currency remeasurement on debt, net, depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory, deferred income tax and other tax expense/(benefit), amortization of deferred financing costs, and other costs. The Company believes Adjusted net income provides investors with helpful information with respect to the performance of the Companys 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 Companys Net income to Adjusted net income for the three months and full year ended December�31, 2014 and 2013.
(In 000s, except per share amounts) | Three months ended December 31, | Full year ended December 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Net income | $ | 69,520 | $ | 67,067 | $ | 283,749 | $ | 188,125 | ||||
Restructuring and special charges | 5,895 | 2,704 | 9,552 | 8,309 | ||||||||
Financing and other transaction costs | 13,094 | 3,004 | 18,594 | 12,183 | ||||||||
Deferred loss/(gain) on other hedges | 2,509 | 4,305 | (915 | ) | 17,900 | |||||||
Depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory | 50,784 | 34,248 | 155,785 | 136,245 | ||||||||
Deferred income tax and other tax (benefit)/expense | (45,623 | ) | (7,804 | ) | (61,588 | ) | 17,756 | |||||
Amortization of deferred financing costs | 1,513 | 1,016 | 5,118 | 4,307 | ||||||||
Total adjustments | $ | 28,172 | $ | 37,473 | $ | 126,546 | $ | 196,700 | ||||
Adjusted net income | $ | 97,692 | $ | 104,540 | $ | 410,295 | $ | 384,825 | ||||
Weighted average diluted shares outstanding used in Adjusted net income per diluted share calculation | 171,032 | 177,538 | 172,217 | 179,024 | ||||||||
Adjusted net income per diluted share | $ | 0.57 | $ | 0.59 | $ | 2.38 | $ | 2.15 | ||||
The Companys definition of Adjusted net income includes the current tax expense (benefit) that will be payable (realized) on the Companys 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 and inventory: $(0.2) million and $(1.3) million for the three months and full year ended December�31, 2014, respectively; Restructuring and special charges: $(1.1) million and $(1.4) million for the three
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months and full year ended December�31, 2014, respectively. Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets and inventory: $(0.2) million and $(1.0) million for the three months and full year ended December�31, 2013, respectively; Restructuring and special charges: $(0.6) million and $(1.5) million for the three months and full year ended December�31, 2013.
The following unaudited table identifies where in the Condensed Consolidated Statement of Operations the adjustments to reconcile Net income to Adjusted net income were recorded for the three months and full year ended December�31, 2014 and 2013.
($ in 000s) | Three months ended December 31, | Full year ended December 31, | ||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Cost of revenue | $ | 8,409 | $ | 2,303 | $ | 12,689 | $ | 5,459 | ||||
Selling, general and administrative | 11,390 | 1,105 | 17,921 | 2,076 | ||||||||
Amortization of intangible assets | 44,661 | 33,327 | 143,604 | 132,984 | ||||||||
Restructuring and special charges | 1,563 | 1,322 | 5,967 | 6,111 | ||||||||
Interest expense | 3,388 | 1,016 | 6,993 | 4,307 | ||||||||
Other, net | 4,384 | 6,204 | 960 | 28,007 | ||||||||
(Benefit from)/provision for income taxes | (45,623 | ) | (7,804 | ) | (61,588 | ) | 17,756 | |||||
Total adjustments | $ | 28,172 | $ | 37,473 | $ | 126,546 | $ | 196,700 | ||||
The following unaudited table reconciles the Companys Projected GAAP earnings per diluted share to Projected Adjusted net income per diluted share for the first quarter ended March�31, 2015 and full year ended December�31, 2015. 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 March 31, 2015 | Full year ended December 31, 2015 | |||||||||||
Low End | High End | Low End | High End | |||||||||
Projected GAAP earnings per diluted share | $ | 0.27 | $ | 0.33 | $ | 1.43 | $ | 1.67 | ||||
Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets | 0.27 | 0.27 | 1.10 | 1.10 | ||||||||
Deferred income tax and other tax expense | 0.06 | 0.06 | 0.23 | 0.23 | ||||||||
Amortization of deferred financing costs | 0.01 | 0.01 | 0.04 | 0.04 | ||||||||
Projected Adjusted net income per diluted share | $ | 0.61 | $ | 0.67 | $ | 2.80 | $ | 3.04 | ||||
Weighted average diluted shares outstanding used in Adjusted net income per share calculation (in 000s) | 171,200 | 171,200 | 171,700 | 171,700 | ||||||||
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Historical Segment Performance Realignment
The following unaudited tables show the segment performance of the Sensors and Controls business segments before the move of the industrial sensing product line from the Sensors segment to the Controls segment.
2013 | For the three months ended | For the | |||||||||||||
$ in 000s | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||
Sensors net revenue | $ | 332,633 | $ | 361,332 | $ | 358,159 | $ | 368,091 | $ | 1,420,215 | |||||
Sensors profit from operations | $ | 93,192 | $ | 108,838 | $ | 109,918 | $ | 113,681 | $ | 425,629 | |||||
% of Sensors net revenue | 28.0 | % | 30.1 | % | 30.7 | % | 30.9 | % | 30.0 | % | |||||
Controls net revenue | $ | 137,780 | $ | 145,086 | $ | 140,727 | $ | 136,924 | $ | 560,517 | |||||
Controls profit from operations | $ | 43,354 | $ | 45,716 | $ | 41,638 | $ | 41,080 | $ | 171,788 | |||||
% of Controls net revenue | 31.5 | % | 31.5 | % | 29.6 | % | 30.0 | % | 30.6 | % | |||||
2014 | For the three months ended | For the | |||||||||||||
$ in 000s | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||
Sensors net revenue | $ | 412,740 | $ | 419,976 | $ | 429,020 | $ | 565,931 | $ | 1,827,667 | |||||
Sensors profit from operations | $ | 116,616 | $ | 119,714 | $ | 118,056 | $ | 149,060 | $ | 503,446 | |||||
% of Sensors net revenue | 28.3 | % | 28.5 | % | 27.5 | % | 26.3 | % | 27.5 | % | |||||
Controls net revenue | $ | 138,854 | $ | 155,877 | $ | 148,075 | $ | 139,330 | $ | 582,136 | |||||
Controls profit from operations | $ | 40,751 | $ | 46,938 | $ | 44,765 | $ | 42,158 | $ | 174,612 | |||||
% of Controls net revenue | 29.3 | % | 30.1 | % | 30.2 | % | 30.3 | % | 30.0 | % | |||||
The following unaudited tables show the segment performance of the Sensors and Controls business segments after the move of the industrial sensing product line from the Sensors segment to the Controls segment.
2013 | For the three months ended | For the | |||||||||||||
$ in 000s | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||
Sensors net revenue | $ | 317,455 | $ | 343,419 | $ | 342,747 | $ | 354,617 | $ | 1,358,238 | |||||
Sensors profit from operations | $ | 87,204 | $ | 101,984 | $ | 104,125 | $ | 108,282 | $ | 401,595 | |||||
% of Sensors net revenue | 27.5 | % | 29.7 | % | 30.4 | % | 30.5 | % | 29.6 | % | |||||
Controls net revenue | $ | 152,958 | $ | 162,999 | $ | 156,139 | $ | 150,398 | $ | 622,494 | |||||
Controls profit from operations | $ | 49,342 | $ | 52,570 | $ | 47,431 | $ | 46,479 | $ | 195,822 | |||||
% of Controls net revenue | 32.3 | % | 32.3 | % | 30.4 | % | 30.9 | % | 31.5 | % | |||||
2014 | For the three months ended | For the | |||||||||||||
$ in 000s | March 31 | June 30 | September 30 | December 31 | Full Year | ||||||||||
Sensors net revenue | $ | 394,626 | $ | 400,847 | $ | 411,076 | $ | 549,308 | $ | 1,755,857 | |||||
Sensors profit from operations | $ | 109,344 | $ | 112,707 | $ | 111,220 | $ | 142,672 | $ | 475,943 | |||||
% of Sensors net revenue | 27.7 | % | 28.1 | % | 27.1 | % | 26.0 | % | 27.1 | % | |||||
Controls net revenue | $ | 156,968 | $ | 175,006 | $ | 166,019 | $ | 155,953 | $ | 653,946 | |||||
Controls profit from operations | $ | 48,023 | $ | 53,945 | $ | 51,601 | $ | 48,546 | $ | 202,115 | |||||
% of Controls net revenue | 30.6 | % | 30.8 | % | 31.1 | % | 31.1 | % | 30.9 | % | |||||
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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 Companys Annual Report on Form 10-K for the year ended December�31, 2013 and the interim condensed consolidated financial statements included in the Companys Form 10-Q for the period ended September�30, 2014. 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. Certain reclassifications have been made to prior periods to conform to current period presentation.
13
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