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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

The following table summarizes certain expenses, losses and gains included in EBITDA for the years presented:


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

Supplemental Information:


Acquisition, integration and financing costs and
other significant items:


Transition costs(a)

   $ 16,768      $ 4,052      $ 23   

Litigation costs(b)

     4,006        840        147   

Integration and finance costs(c)

     13,649        20,931        2,813   

Relocation and disposition costs(d)

     114        12,828        8,202   

Pension charges(e)

            3,588        4,828   

Inventory step-up(f)


IPR&D write-off(g)



     3,123        27,106        6,972   


     47,814        69,345        22,985   

Impairment of goodwill and intangible assets(i)

            13,173        19,867   

Severance and other termination costs associated with downsizing(j)

     5,166        12,282        12,276   

Gain on extinguishment of debt(k)

            (14,961     (120,123

Currency translation loss/(gain) on debt(l)

     111,946        (53,209     15,301   

Stock compensation(m)

     2,015        2,108        2,233   

Management fees(n)

     4,000        4,000        4,000   


     (25     123        973   


   $ 170,916      $ 32,861      $ (42,488


  (a)   Represents transition costs incurred by us in becoming a stand-alone company, one of our subsidiaries becoming an SEC reporting company and complying with Section 404 of the Sarbanes-Oxley Act of 2002.
  (b)   Represents litigation costs we recognized related to customers alleging defects in certain of our products, which were manufactured and sold prior to April 27, 2006 (inception).
  (c)   Represents integration and financing costs related to the acquisitions of Airpax, First Technology Automotive and SMaL Camera Technologies, Inc., or “SMaL Camera,” and other consulting and advisory fees associated with acquisitions and financings, whether or not consummated.
  (d)   Represents costs we incurred to move certain operations to lower-cost Sensata locations, to close certain manufacturing operations and dispose of the SMaL Camera business.
  (e)   Represents pension curtailment and settlement losses, and amortization of prior service costs associated with various restructuring activities.
  (f)   Represents the impact on our cost of revenue from the increase in the carrying value of the inventory that was adjusted to fair value as a result of the application of purchase accounting to the acquisitions of the S&C business of Texas Instruments, Airpax and First Technology Automotive.
  (g)   Represents the charge we recorded for acquired in-process research and development associated with our acquisition of SMaL Camera in March 2007.
  (h)   Represents other (gains)/losses, including impairment losses associated with certain assets held for sale, losses related to the early termination of commodity forward contracts of $7.2 million during fiscal year 2008, a loss of $13.4 million during fiscal year 2008 associated with a settlement with a significant automotive customer that alleged defects in certain of our products installed in its automobiles, and a reserve associated with the Whirlpool recall litigation. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings.”
  (i)   Represents the impairment of goodwill and intangible assets associated with a reporting unit within our controls business segment and relates to products used in the semiconductor business.
  (j)   Represents severance, outplacement costs and special termination benefits associated with the downsizing of various manufacturing facilities and our corporate office.
  (k)   Relates to the repurchases of outstanding notes.
  (l)   Reflects the losses/(gains) associated with the translation of our Euro-denominated debt into U.S. dollars and losses/(gains) on related hedging transactions.
  (m)   Represents share-based compensation expense recorded in accordance with ASC Topic 718, Compensation—Stock Compensation.