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Sensata Technologies Holding N.V.'s SEC Filings

SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Table of Contents
                             As of December 31, 2009
(Amounts in thousands)                            Actual    As Adjusted(5)

Balance Sheet Data:


Cash and cash equivalents

   $ 148,468    $ 232,610

Working capital(6)

     245,445      337,938

Total assets

     3,166,870      3,242,471

Total debt, including capital lease and other financing obligations

     2,300,826      1,943,429

Total shareholders’ equity

     387,158      828,507


(1)   Currency translation gain/(loss) and other, net for the years ended December 31, 2008 and 2009 includes gains of $15.0 million and $120.1 million, respectively, recognized on repurchases of 8% Senior Notes, or “Senior Notes,” and 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes, together the “Senior Subordinated Notes,” as well as currency translation gain/(loss) associated with the Euro-denominated debt of $53.2 million and $(13.6) million, respectively. Currency translation gain/(loss) and other, net for the year ended December 31, 2007 primarily includes currency translation loss associated with the Euro-denominated debt of $(111.9) million.
(2)   Included within net loss for the years presented were the following expenses:


    For the year ended December 31,
(Amounts in thousands)   2007   2008   2009

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

  $ 154,296   $ 160,594   $ 157,797

Deferred income tax expense and other tax expense

    46,126     29,980     26,592

Amortization expense of deferred financing costs

    9,640     10,698     9,055

Interest expense related to uncertain tax positions

    1,747     43     823


  (a)   Amortization and depreciation expense related to the step-up in fair value of fixed and intangible assets relates to the acquisition of the S&C business of Texas Instruments, First Technology Automotive and Airpax and the step-up in the fair value of these assets through purchase accounting.


(3)   Net loss per share is computed based on the weighted-average number of ordinary shares outstanding.
(4)   We present EBITDA in this prospectus to provide investors with a supplemental measure of our operating performance. EBITDA is a non-GAAP financial measure. We define EBITDA as net income/(loss) before interest, taxes, depreciation and amortization. We believe EBITDA assists our board of directors, management and investors in comparing our operating performance on a consistent basis because it removes the impact of our capital structure (such as interest expense), asset base (such as depreciation and amortization) and tax structure. The use of EBITDA has limitations and you should not consider this performance measure in isolation from or as an alternative to U.S. GAAP measures such as net income/(loss).


The following table summarizes the calculation of EBITDA and provides a reconciliation from net loss, the most directly comparable financial measure presented in accordance with U.S. GAAP, for the years presented:


     For the year ended December 31,  
(Amounts in thousands)    2007     2008     2009  

Net loss

   $ (252,497   $ (134,531   $ (27,681

Provision for income taxes

     62,504        53,531        43,047   

Interest expense, net

     188,587        196,337        150,016   

Depreciation and amortization

     189,268        200,123        201,508   


   $ 187,862      $ 315,460      $ 366,890   


Following the 2006 Acquisition, our senior management, together with our Sponsors, developed a series of strategic initiatives to better position us for future revenue growth and an improved cost structure. This plan has been modified from time to time to reflect changes in overall market conditions and the competitive environment facing our business. These initiatives have included, among other items, acquisitions, divestitures, restructurings of certain operations and various financing transactions. In connection with these activities, we incurred certain costs and expenses included in EBITDA that we have further described below and believe are important to consider in evaluating our operating performance over this period.