Sensata Technologies B.V. announces second quarter 2006 results
ATTLEBORO, Massachusetts | October 20, 2006 | Sensata Technologies B.V. announced the results of its operations for the quarter ended June 30, 2006. Revenue for the quarter was $298 million, increasing 11 percent from the quarter ended June 30, 2005. Adjusted EBITDA was $81 million, $3 million greater than the First Quarter, but $2 million less than the quarter ended June 30, 2005.
"Our results for the Second Quarter were in line with our expectations for the period. Revenue in the Sensors business was strong as we began to realize the benefits of our investment in the Occupant Weight Sensor technology. Additionally, as planned for the year, we saw some decrease in margin levels relative to 2005 due to additional manufacturing costs of transitioning new products into production and an increase in corporate costs associated with the move to a stand–alone company. We continue to track in line with our plans for 2006." said Tom Wroe, Chairman, President and Chief Executive Officer.
Highlights of the Second Quarter 2006
| |
Revenues for the quarter ended June 30, 2006 were a record $298 million, an increase of one percent over the quarter ended March 31, 2006 and 11 percent over the quarter ended June 30, 2005 due to strength in the Sensors business, primarily driven by increased sales of new products including Occupant Weight sensors and Mass Air Flow sensors. |
| |
Adjusted EBITDA increased $3 million from the First Quarter related to increased contributions from new products and the positive impact from cost reduction programs. Compared to the Second Quarter of 2005, EBITDA was down $2 million due to higher corporate level expenses. |
| |
Cash at June 30, 2006 was $52 million and the Company’s line of credit remained undrawn. Additionally capital expenditures were $12 million for the Second Quarter of 2006, compared with $10 million for the First Quarter, and $9 million in the Second Quarter 2005 as the Company continued to invest in new equipment to support growth. |
Highlights of the First Six Months of 2006
| |
Revenues increased 10 percent over the same period in the prior year to a record $592 million. The increase in revenue was driven by growth in our Sensors products including new products and strong sales of our core pressure sensors. |
| |
Adjusted EBITDA was $159 million which was $2 million less than the same period last year due to higher corporate level expenses. |
Business Outlook
"The business outlook remains strong. Despite the challenges facing the Big 3 US auto makers, our global footprint and continuous investment in new technologies has positioned us well for delivering on our plans," said Tom Wroe, Chairman, President and Chief Executive Officer.
Description of Sensata Technologies B.V.
On April 27, 2006, Sensata Technologies B.V.("Sensata" or the "Successor"), a company owned by an affiliate of Bain Capital Partners, LLC, a leading global private investment firm, completed the acquisition of the Sensors & Controls business of Texas Instruments Incorporated ("S&C" or the "Predecessor").
Sensata is a leading designer and manufacturer of sensors and controls in each of the key applications in which we compete. Sensata has business and technology development centers in Attleboro, Massachusetts, Holland and Japan and manufacturing operations in Brazil, China, Korea, Malaysia, and Mexico, as well as sales offices around the world. Sensata Technologies employs approximately 5,400 people worldwide.
The Company manufactures approximately 18,000 different products that are highly–engineered and application specific, and ships over one billion units each year.
Safe Harbor Statement
This earnings release contains forward–looking statements with respect to the financial condition, results of operations and business of the Company. Forward–looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in such statements. The principal risks and uncertainties include, but are not limited to: changes in general economic conditions, our ability to operate as a stand–alone company, labor and material costs, increased competition, our ability to develop and protect intellectual property and know–how, interest rate and foreign currency changes, environmental risks and conditions in end–markets. Readers are cautioned not to place undue reliance on these forward–looking statements, which speak to results only as of the date the statements were made, and we undertake no obligation to publicly update or revise any forward–looking statements, whether to reflect any future events, circumstances or otherwise.
EBITDA Definition
EBITDA and Adjusted EBITDA are non–GAAP measures of profitability. Adjusted EBITDA is a required measure in our bank reporting.
We define EBITDA as earnings before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA by adjusting EBITDA to exclude non–cash expenses, one–time charges associated with becoming a stand–alone company and charges associated with becoming a public company ("transition expenses"), and significant non–recurring items.
We believe Adjusted EBITDA provides investors with helpful information with respect to our operations and cash flows. We include it to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements.
Some adjustments to EBITDA are not in accordance with current SEC practice or with regulations adopted by the SEC that apply to registration statements filed under the Securities Act and periodic reports presented under the Exchange Act. Accordingly, Adjusted EBITDA will be presented differently in filings made with the SEC than as presented in this press release, or may not be presented at all.
Sensata Technologies B.V. and Predecessor – Unaudited selected financial information (in thousands)
| Statements of Income |
For quarter ending |
| |
Pro–Forma** |
Predecessor |
| June 30, 2006* |
June 30, 2006* |
March 31, 2006 |
June 30, 2005 |
| Net revenue |
$298,130 |
$298,130 |
$294,161 |
$268,478 |
| Cost of revenue |
$216,857 |
$216,857 |
$197,740 |
$172,167 |
| Gross profit |
$81,273 |
$81,273 |
$96,421 |
$96,311 |
| Total operating expenses |
$61,273 |
$61,273 |
$34,837 |
$32,891 |
| Profit from operations |
$20,000 |
$20,000 |
$61,584 |
$63,420 |
| Interest (expense), income, net |
($53,498) |
($33,955) |
($562) |
$58 |
| Currency translation (loss), gain, other |
($17,455) |
($12,785) |
- - - |
- - - |
| (Loss) income before income taxes |
($50,953) |
($26,740) |
$61,022 |
$63,478 |
| |
| Adjusted EBITDA |
$80,934 |
$80,934 |
$78,403 |
$82,554 |
See accompanying notes.
| * |
The accompanying financial information has been prepared for two periods: Predecessor and Successor which relate to the periods preceding and succeeding the Sensata Acquisition, respectively. We have prepared this financial information by performing a mathematical combination of the Successor and Predecessor periods in the three months and six months ended June 30, 2006. Although this presentation does not comply with accounting principles generally accepted in the U.S. (U.S. GAAP), we believe that it provides a meaningful method of comparison. |
| ** |
The Pro–forma column eliminates the interest expense and the loss on translation related to the Deferred Payment Certificates since they have been retired as of September 21, 2006, and are now part of additional paid–in capital. Please see Basis of Presentation for additional information.
Adjusted EBITDA excludes non–cash expenses, transition expenses, and significant non–recurring items from EBITDA. |
Sensata Technologies B.V. and Predecessor – Unaudited selected financial information (in thousands)
| Statements of Income |
For six months ending |
| |
Pro–Forma** |
Predecessor |
| June 30, 2006* |
June 30, 2006* |
June 30, 2005 |
| Net revenue |
$592,291 |
$592,291 |
$540,138 |
| Cost of revenue |
$414,597 |
$414,597 |
$345,369 |
| Gross profit |
$177,694 |
$177,694 |
$194,769 |
| Total operating expenses |
$96,110 |
$96,110 |
$67,099 |
| Profit from operations |
$81,584 |
$81,584 |
$127,670 |
| Interest (expense), net |
($54,104) |
($34,561) |
($54) |
| Currency translation (loss), gain, other |
($17,411) |
($12,741) |
- - - |
| (Loss) income before income taxes |
$10,069 |
$34,282 |
$127,616 |
| |
| Adjusted EBITDA |
$159,337 |
$159,337 |
$161,305 |
See accompanying notes.
| * |
The accompanying financial information has been prepared for two periods: Predecessor and Successor which relate to the periods preceding and succeeding the Sensata Acquisition, respectively. We have prepared this financial information by performing a mathematical combination of the Successor and Predecessor periods in the three months and six months ended June 30, 2006. Although this presentation does not comply with accounting principles generally accepted in the U.S. (U.S. GAAP), we believe that it provides a meaningful method of comparison. |
| ** |
The Pro–forma column eliminates the interest expense and the loss on translation related to the Deferred Payment Certificates since they have been retired as of September 21, 2006, and are now part of additional paid–in capital. Please see Basis of Presentation for additional information.
Adjusted EBITDA excludes non–cash expenses, transition expenses, and significant non–recurring items from EBITDA. |
Notes to Unaudited Selected Financial Information
Basis of Presentation
On April 27, 2006, Sensata Technologies B.V., a company owned by an affiliate of Bain Capital Partners, LLC, a leading global private investment firm, completed the acquisition of the Sensors & Controls business of Texas Instruments Incorporated.
The Unaudited Selected Financial Information of Sensata Technologies B.V. for the periods after April 27, 2006 reflects the Company’s preliminary purchase price allocation including preliminary fair value adjustments for fixed assets, inventory, pensions, goodwill, identified intangible assets and deferred taxes. Sensata Technologies purchase accounting entries are preliminary and represent our best estimates from information currently available, and are subject to revision as we refine estimates and finalize valuations. Such final adjustments may have a material impact on our financial condition and results of operations for future periods, including increased depreciation expense relating to fixed assets fair value adjustments.
The Unaudited Selected Financial Information for the Three and Six Months ending June 30, 2006 and the Pro–forma Three and Six Months ending June 30, 2006 includes the results of operations for the period from January 1, 2006 to April 26, 2006, and the period April 1, 2006 to April 26, 2006, of the Predecessor, the Texas Instruments’ Sensors and Controls business, and the results of operations for the period from April 27, 2006 to June 30, 2006 of the Successor, Sensata Technologies B.V. on a combined basis.
The Pro–forma columns eliminate the interest expense and the loss on translation related to the Deferred Payment Certificates since they have been retired as of September 21, 2006, and are now part of additional paid–in capital.
Deferred Payment Certificates (DPCs) issued in connection with the Sensata Acquisition are classified as debt in the Company’s Balance Sheet at June 30, 2006. On September 21, 2006, we legally retired the DPCs effective as of April 27, 2006, and restructured them as additional paid–in capital – the original intended investment classification. Under U.S. GAAP, the DPCs are classified as debt until the date of the modification of the instrument. Therefore, effective September 21, 2006, the principal amounts for the DPCs and their interest will be reclassified into equity as additional paid–in capital.
Debt accounting for the DPCs from April 27 to June 30, 2006 required an accrual for the two month period of the DPC’s 14 percent yield of $19,543 as interest expense, and a currency exchange loss of $4,670 because the Euro has strengthened against the U.S. dollar. The Pro–forma column on the Selected Financial Information schedules eliminates the interest expense and the loss on translation related to the Deferred Payment Certificates since they have been retired as of September 21, 2006.
The results for the three and six months ended June 30, 2006 are not necessarily indicative of a full year’s results. US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may vary materially from these estimates and assumptions.
Non–GAAP Financial Measures: EBITDA and Adjusted EBITDA and Combined Presentation of Selected Financial Results
EBITDA and Adjusted EBITDA, as presented in this report, are supplemental measures of our performance that are not required by, or presented in accordance with U.S. GAAP. They are not measurements of our financial performance under U.S. GAAP and should not be considered as alternatives to net income or any other performance measures derived in accordance with U.S. GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.
We define EBITDA as earnings before interest, taxes, depreciation and amortization. We calculate Adjusted EBITDA by adjusting EBITDA to exclude non–cash expenses, transition expenses, and significant non–recurring items. We believe EBITDA and Adjusted EBITDA provides investors with helpful information with respect to our operations and cash flows. We include it to provide additional information with respect to our ability to meet our future debt service, capital expenditures and working capital requirements.
The combined presentation of the Selected Financial Information for the Three and Six Months ending June 30, 2006 and the Pro–forma Three and Six Months ending June 30, 2006 includes the results of operations for the period January 1, 2006 to April 26, 2006, and the period from April 1, 2006 to April 26, 2006, of the Predecessor, the Texas Instruments’ Sensors and Controls business, and the results of operations for the period April 27, 2006 to June 30, 2006 of Sensata Technologies B.V. (Successor) on a combined basis. Although this presentation does not comply with generally accepted accounting principles in the U.S. (U.S. GAAP), we believe that it provides a meaningful method of comparison.
Risk Factors
The risks described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.
| |
Our historical and pro forma financial information may not be representative of our results as a separate company or indicative of our future financial performance. |
| |
We will incur increased costs as a result of being a stand–alone company. |
| |
We may experience difficulties operating as a stand–alone company, including an inability to build–out corporate infrastructure necessary for stand–alone operations, and this may result in a material weakness in our internal control structure. |
| |
We are subject to risks associated with our non–U.S. operations, which could adversely impact the reported results of operations from our international businesses. |
| |
We may be adversely affected by environmental and safety regulations or concerns. |
| |
Our future liquidity and capital requirements will depends on numerous factors, some of which are beyond our control, and we may not be able to raise future financing. |
| |
Fundamental changes in the industries in which we operate could adversely affect our businesses. |
| |
We may incur material losses and costs as a result of product liability and warranty and recall claims that may be brought against us. |
| |
Our substantial indebtedness could adversely affect our financial condition and our ability to operate our business, and could prevent us from fulfilling our obligations under the notes. |
| |
Restrictive covenants in our senior secured credit facility and the indentures governing the notes may restrict our ability to pursue our business strategies or repay the notes. |
| |
Our failure to comply with the covenants contained in the credit agreement governing our new senior secured credit facility or our other debt agreements, including as a result of events beyond our control, could result in an event of default, which could materially and adversely affect our operating results and our financial condition. |
| |
Bain Capital controls us and their interests may conflict with the interests of our note holders. |
Source: Sensata Technologies B.V.
# # #
< Back to press releases
About Sensata Technologies
On April 27, 2006, Sensata Technologies B.V. ("Sensata" or the "Successor"), a company owned by an affiliate of Bain Capital Partners, LLC, a leading global private investment firm, completed the acquisition of the Sensors & Controls business of Texas Instruments Incorporated ("S&C" or the "Predecessor").
Sensata is a leading designer and manufacturer of sensors and controls in each of the key applications in which we compete. Sensata has business and technology development centers in Attleboro, Massachusetts, Holland and Japan and manufacturing operations in Brazil, China, Korea, Malaysia, and Mexico, as well as sales offices around the world. Sensata Technologies employs approximately 5,400 people worldwide.
The Company manufactures approximately 18,000 different products that are highly–engineered and application specific, and ships over one billion units each year.
Sensata Technologies B.V.’s U.S. business and technology development center is located at 529 Pleasant Street, Attleboro, MA 02703-0964. Further information can be found on the Company’s website:
www.sensata.com.
# # #
< Back to press releases