Sensata Technologies Reports Second Quarter 2024 Financial Results

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Jul 29, 2024

Sensata Technologies (NYSE: ST), a global industrial technology company and leading provider of sensors, sensor-rich solutions and electrical protection devices used in mission-critical systems that create valuable business insights for customers, today announced financial results for its second quarter ended June 30, 2024.

“We are pleased to report a solid second quarter with performance in line with expectations," said Martha Sullivan, Interim President and CEO of Sensata. "Adjusted operating margins increased sequentially by thirty basis points in the second quarter, consistent with our expectations of twenty to thirty basis points of adjusted operating margin expansion per quarter in 2024. We remain committed to deliver top quartile adjusted operating margins amongst our peers.”

Operating Results - Second Quarter

Operating results for the second quarter of 2024 compared to the second quarter of 2023 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.

Revenue:

  • Revenue was $1,035.5 million, a decrease of $26.6 million, or 2.5%, compared to $1,062.1 million in the second quarter of 2023. Excluding one-time pass-through revenue of $25.9 million in the second quarter of 2023, revenue was effectively unchanged year over year.
  • On a constant currency basis, revenue decreased 1.2% or $12.7 million as compared to the second quarter of 2023.

Operating income:

  • Operating income was $129.9 million, or 12.5% of revenue, an increase of $11.9 million, or 10.1%, compared to operating income of $118.0 million, or 11.1% of revenue, in the second quarter of 2023.
  • Adjusted operating income was $196.7 million, or 19.0% of revenue ($201.7 million or 19.2% of revenue on a constant currency basis), a decrease of $9.1 million, or 4.4%, compared to adjusted operating income of $205.7 million, or 19.4% of revenue, in the second quarter of 2023.

Earnings per share:

  • Earnings per share was $0.47, an increase of $0.15, or 46.9%, compared to earnings per share of $0.32 in the second quarter of 2023.
  • Adjusted earnings per share was $0.93, a decrease of $0.04, or 4.1% ($0.92 or a decrease of 5.2% on a constant currency basis), compared to adjusted earnings per share of $0.97 in the second quarter of 2023.

Sensata generated $143.5 million of operating cash flow in the second quarter of 2024, compared to $115.8 million in the second quarter of 2023. Sensata's free cash flow totaled $98.4 million in the second quarter of 2024, compared to $68.2 million in the second quarter of 2023.

In June 2024, Sensata completed a $500 million senior notes issuance. In July 2024, the proceeds from the issuance and cash on hand were used to repay approximately $700 million in bonds scheduled to mature in October 2025.

During the second quarter of 2024, Sensata returned approximately $18.1 million to shareholders through its quarterly dividend of $0.12 per share paid on May 22, 2024.

Operating Results - Six Months

Operating results for the six months ended June 30, 2024 compared to the six months ended June 30, 2023 are summarized below. These results include non-GAAP financial measures, each of which is defined and reconciled to the most directly comparable GAAP measure later in this press release.

Revenue:

  • Revenue was $2,042.2 million, a decrease of $18.0 million, or 0.9%, compared to $2,060.3 million in the six months ended June 30, 2023.
  • Revenue increased 0.5% on a constant currency basis, which excludes a decrease of 1.4% from foreign currency exchange rates versus the prior year.

Operating income:

  • Operating income was $274.7 million, or 13.5% of revenue, an increase of $7.9 million, or 3.0%, compared to operating income of $266.9 million, or 13.0% of revenue, in the six months ended June 30, 2023.
  • Adjusted operating income was $385.2 million, or 18.9% of revenue ($399.3 million or 19.3% of revenue on a constant currency basis), a decrease of $13.4 million, or 3.4%, compared to adjusted operating income of $398.6 million, or 19.3% of revenue, in the six months ended June 30, 2023.

Earnings per share:

  • Earnings per share was $0.98, an increase of $0.10, or 11.4%, compared to earnings per share of $0.88 in the six months ended June 30, 2023.
  • Adjusted earnings per share was $1.82, a decrease of $0.07, or 3.7% ($1.85 or a decrease of 2.1% on a constant currency basis), compared to adjusted earnings per share of $1.89 in the six months ended June 30, 2023.

Sensata generated $249.9 million of operating cash flow in the six months ended June 30, 2024, compared to $212.6 million in the six months ended June 30, 2023. Sensata's free cash flow totaled $162.8 million in the six months ended June 30, 2024 compared to $128.2 million in the six months ended June 30, 2023.

During the first six months of 2024, Sensata returned approximately $36.1 million to shareholders through its quarterly dividend, and repurchased shares valued at approximately $10.1 million.

Guidance

For the third quarter of 2024, Sensata expects revenue of $970 to $1,000 million and adjusted EPS of $0.82 to $0.88.

Martha Sullivan added: "In the second quarter, we launched an initiative to identify underperforming products with low growth and substandard margin profiles. This review resulted in identification of several products totaling approximately $200 million in annual revenue. Actions are underway to exit these products. The guidance range for the third quarter reflects the reduction of approximately $30 million in revenue related to underperforming products.”

Q3-2024 Guidance

$ in millions, except EPS

Q3-24 Guidance

Q3-23

Y/Y Change

Revenue

$970 - $1,000

$1,001.3

(3%) - 0%

organic growth

(3%) - 0%

Adjusted Operating Income

$184 - $194

$191.6

(4%) - 1%

Adjusted Net Income

$124 - $134

$138.3

(10%) - (3%)

Adjusted EPS

$0.82 - $0.88

$0.91

(10%) - (3%)

Conference Call and Webcast

Sensata will conduct a conference call today at 4:30 p.m. Eastern Time to discuss its second quarter 2024 financial results and its outlook for the third quarter of 2024. The dial-in numbers for the call are 1-844-784-1726 or 1-412-380-7411. Callers should reference the "Sensata Q2 2024 Financial Results Conference Call." A live webcast of the conference call will also be available on the investor relations page of Sensata’s website at http://investors.sensata.com. Additionally, a replay of the call will be available until August 5, 2024. To access the replay, dial 1-877-344-7529 or 1-412-317-0088 and enter confirmation code: 2870913.

About Sensata Technologies

Sensata Technologies is a global industrial technology company striving to create a safer, cleaner, more efficient and electrified world. Through its broad portfolio of mission-critical sensors, electrical protection components and sensor-rich solutions, Sensata helps its customers address increasingly complex engineering and operating performance requirements. With more than 19,000 employees and global operations in 15 countries, Sensata serves customers in the automotive, heavy vehicle & off-road, industrial, and aerospace markets. Learn more at www.sensata.com and follow Sensata on LinkedIn, Facebook, X and Instagram.

Non-GAAP Financial Measures

We supplement the reporting of our financial information determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measures. We use these non-GAAP financial measures internally to make operating and strategic decisions, including the preparation of our annual operating plan, evaluation of our overall business performance, and as a factor in determining compensation for certain employees. We believe presenting non-GAAP financial measures is useful for period-over-period comparisons of underlying business trends and our ongoing business performance. We also believe presenting these non-GAAP measures provides additional transparency into how management evaluates the business.

Non-GAAP financial measures should be considered as supplemental in nature and are not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, our non-GAAP financial measures may not be the same as, or comparable to, similar non-GAAP measures presented by other companies.

The non-GAAP financial measures referenced by Sensata in this release include: adjusted net income, adjusted earnings per share (“EPS”), adjusted operating income, adjusted operating margin, free cash flow, organic revenue growth, market outgrowth, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), net debt, and net leverage ratio. We also refer to changes in certain non-GAAP measures, usually reported either as a percentage or number of basis points, between two periods. Such changes are also considered non-GAAP measures.

Adjusted net income (or loss) is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted EPS is calculated by dividing adjusted net income (or loss) by the number of diluted weighted-average ordinary shares outstanding in the period. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

Adjusted operating income (or loss) is defined as operating income (or loss), determined in accordance with U.S. GAAP, excluding certain non-GAAP adjustments which are detailed in the accompanying reconciliation tables. Adjusted operating margin is calculated by dividing adjusted operating income (or loss) by net revenue. We believe that these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

Free cash flow is defined as net cash provided by/(used in) operating activities less additions to property, plant and equipment and capitalized software. We believe that this measure is useful to investors and management as a measure of cash generated by business operations that will be used to repay scheduled debt maturities and can be used to fund acquisitions, repurchase ordinary shares, or for the accelerated repayment of debt obligations.

Organic revenue growth (or decline) is defined as the reported percentage change in net revenue calculated in accordance with U.S. GAAP, excluding the period-over-period impact of foreign exchange rate differences as well as the net impact of material acquisitions and divestitures for the 12-month period following the respective transaction date(s). We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

Adjusted EBITDA is defined as net income (or loss), determined in accordance with U.S. GAAP, excluding interest expense, net, provision for (or benefit from) income taxes, depreciation expense, amortization of intangible assets, and the following non-GAAP adjustments, if applicable: (1) restructuring related and other, (2) financing and other transaction costs, and (3) deferred gain or loss on derivative instruments. We believe that this measure is useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

Gross leverage ratio is defined as gross debt divided by last twelve months (LTM) adjusted EBITDA. We believe that gross leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.

Net debt is defined as total debt, finance lease, and other financing obligations less cash and cash equivalents. We believe net debt is a useful measure to management and investors in understanding trends in our overall financial condition.

Net leverage ratio is defined as net debt divided by last twelve months (LTM) adjusted EBITDA. We believe the net leverage ratio is a useful measure to management and investors in understanding trends in our overall financial condition.

In discussing trends in our performance, we may refer to certain non-GAAP financial measures or the percentage change of certain non-GAAP financial measures in one period versus another, calculated on a constant currency basis. Constant currency is determined by stating revenues and expenses at prior period foreign currency exchange rates and excludes the impact of foreign currency exchange rates on all hedges and, as applicable, net monetary assets. We believe these measures are useful to investors and management in understanding our ongoing operations and in analysis of ongoing operating trends.

Safe Harbor Statement

This earnings release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as "may," "will," "could," "should," "expect," "anticipate," "believe," "estimate," "predict," "project," "forecast," "continue," "intend," "plan," "potential," "opportunity," "guidance," and similar terms or phrases. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives, business and market outlook, megatrends, priorities, growth, shareholder value, capital expenditures, cash flows, demand for products and services, share repurchases, and Sensata’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. These statements are subject to risks, uncertainties, and other important factors relating to our operations and business environment, and we can give no assurances that these forward-looking statements will prove to be correct.

A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements, including, but not limited to, risks related to public health crises, instability and changes in the global markets, supplier interruption or non-performance, the acquisition or disposition of businesses, adverse conditions or competition in the industries upon which we are dependent, intellectual property, product liability, warranty, and recall claims, market acceptance of new product introductions and product innovations, labor disruptions or increased labor costs, and changes in existing environmental or safety laws, regulations, and programs.

Investors and others should carefully consider the foregoing factors and other uncertainties, risks, and potential events including, but not limited to, those described in Item 1A: Risk Factors in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A: Risk Factors in our quarterly reports on Form 10-Q or other subsequent filings with the United States Securities and Exchange Commission. All such forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update these statements other than as required by law.

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

For the three months ended
June 30,

For the six months ended
June 30,

2024

2023

2024

2023

Net revenue

$

1,035,535

$

1,062,112

$

2,042,244

$

2,060,287

Operating costs and expenses:

Cost of revenue

724,414

732,108

1,413,674

1,402,579

Research and development

45,325

44,857

90,639

90,796

Selling, general and administrative

93,273

91,312

181,319

177,462

Amortization of intangible assets

39,085

54,563

77,600

95,337

Restructuring and other charges, net

3,491

21,259

4,273

27,258

Total operating costs and expenses

905,588

944,099

1,767,505

1,793,432

Operating income

129,947

118,013

274,739

266,855

Interest expense

(40,863

)

(45,759

)

(79,258

)

(94,550

)

Interest income

5,802

7,654

9,540

16,354

Other, net

4,097

(10,924

)

(7,447

)

(9,532

)

Income before taxes

98,983

68,984

197,574

179,127

Provision for income taxes

27,280

19,873

49,850

43,599

Net income

$

71,703

$

49,111

$

147,724

$

135,528

Net income per share:

Basic

$

0.48

$

0.32

$

0.98

$

0.89

Diluted

$

0.47

$

0.32

$

0.98

$

0.88

Weighted-average ordinary shares outstanding:

Basic

150,845

152,700

150,663

152,609

Diluted

151,129

153,064

151,025

153,194

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

June 30,
2024

December 31,
2023

Assets

Current assets:

Cash and cash equivalents

$

1,033,052

$

508,104

Accounts receivable, net of allowances

809,411

744,129

Inventories

708,299

713,485

Prepaid expenses and other current assets

148,842

136,686

Total current assets

2,699,604

2,102,404

Property, plant and equipment, net

884,155

886,010

Goodwill

3,542,713

3,542,770

Other intangible assets, net

806,977

883,671

Deferred income tax assets

128,744

131,527

Other assets

127,249

134,605

Total assets

$

8,189,442

$

7,680,987

Liabilities and shareholders' equity

Current liabilities:

Current portion of long-term debt and finance lease obligations

$

702,701

$

2,276

Accounts payable

475,573

482,301

Income taxes payable

22,861

32,139

Accrued expenses and other current liabilities

320,324

307,002

Total current liabilities

1,521,459

823,718

Deferred income tax liabilities

360,437

359,073

Pension and other post-retirement benefit obligations

36,217

38,178

Finance lease obligations, less current portion

21,964

22,949

Long-term debt, net

3,170,804

3,373,988

Other long-term liabilities

67,009

66,805

Total liabilities

5,177,890

4,684,711

Total shareholders' equity

3,011,552

2,996,276

Total liabilities and shareholders' equity

$

8,189,442

$

7,680,987

SENSATA TECHNOLOGIES HOLDING PLC

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

For the six months ended
June 30,

2024

2023

Cash flows from operating activities:

Net income

$

147,724

$

135,528

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

67,016

63,560

Amortization of debt issuance costs

3,193

3,421

Gain on sale of business

—

(5,877

)

Share-based compensation

11,944

17,607

Loss on debt financing

—

857

Amortization of intangible assets

77,600

95,337

Deferred income taxes

6,056

13,449

Loss on equity investments, net

14,306

302

Unrealized (gain)/loss on derivative instruments and other

(9,862

)

14,674

Changes in operating assets and liabilities, net of effects of acquisitions

(68,034

)

(117,836

)

Acquisition-related compensation payments

—

(8,380

)

Net cash provided by operating activities

249,943

212,642

Cash flows from investing activities:

Additions to property, plant and equipment and capitalized software

(87,188

)

(84,444

)

Investment in debt and equity securities

1,994

(390

)

Proceeds from the sale of business, net of cash sold

—

19,000

Net cash used in investing activities

(85,194

)

(65,834

)

Cash flows from financing activities:

Proceeds from exercise of stock options and issuance of ordinary shares

4,605

5,346

Payment of employee restricted stock tax withholdings

(6,980

)

(11,470

)

Proceeds from borrowings on debt

500,000

—

Payments on debt

(566

)

(448,390

)

Dividends paid

(36,148

)

(35,113

)

Payments to repurchase ordinary shares

(10,052

)

(25,076

)

Purchase of noncontrolling interest in joint venture

(79,393

)

—

Payments of debt financing costs

(6,376

)

(311

)

Net cash provided by/(used in) financing activities

365,090

(515,014

)

Effect of exchange rate changes on cash and cash equivalents

(4,891

)

—

Net change in cash and cash equivalents

524,948

(368,206

)

Cash and cash equivalents, beginning of year

508,104

1,225,518

Cash and cash equivalents, end of period

$

1,033,052

$

857,312

Segment Performance

For the three months
ended June 30,

For the six months
ended June 30,

$ in 000s

2024

2023

2024

2023

Performance Sensing (1)

Revenue

$

723,921

$

693,563

$

1,437,239

$

1,361,325

Operating income

$

177,033

$

180,407

$

362,165

$

349,473

% of Performance Sensing revenue

24.5

%

26.0

%

25.2

%

25.7

%

Sensing Solutions

Revenue

$

268,071

$

331,060

$

525,910

$

614,510

Operating income

$

79,839

$

94,154

$

152,318

$

178,174

% of Sensing Solutions revenue

29.8

%

28.4

%

29.0

%

29.0

%

Other (1)

Revenue

$

43,543

$

37,489

$

79,095

$

84,452

Operating income

$

9,204

$

738

$

15,985

$

5,708

% of Other revenue

21.1

%

2.0

%

20.2

%

6.8

%

(1)

In the first quarter of 2024, we moved Insights from Performance Sensing, creating another operating segment, which is reported in "Other". We recast Performance Sensing to exclude Insights. Prior period amounts in the above table have been recast to reflect this realignment.

Revenue by Business, Geography, and End Market (Unaudited)

(percent of total revenue)

For the three months
ended June 30,

For the six months
ended June 30,

2024

2023

2024

2023

Performance Sensing (1)

69.9

%

65.3

%

70.4

%

66.1

%

Sensing Solutions

25.9

%

31.2

%

25.8

%

29.8

%

Other (1)

4.2

%

3.5

%

3.9

%

4.1

%

Total

100.0

%

100.0

%

100.0

%

100.0

%

(percent of total revenue)

For the three months
ended June 30,

For the six months
ended June 30,

2024

2023

2024

2023

Americas

44.3

%

46.2

%

43.5

%

45.7

%

Europe

26.8

%

26.7

%

27.5

%

26.9

%

Asia/Rest of World

28.9

%

27.1

%

29.0

%

27.4

%

Total

100.0

%

100.0

%

100.0

%

100.0

%

(percent of total revenue)

For the three months
ended June 30,

For the six months
ended June 30,

2024

2023

2024

2023

Automotive

55.6

%

50.8

%

55.8

%

51.7

%

Heavy vehicle and off-road (1)

18.2

%

17.9

%

18.5

%

17.7

%

Industrial

12.2

%

17.4

%

12.3

%

16.2

%

Appliance and HVAC

5.3

%

4.8

%

5.0

%

4.8

%

Aerospace

4.4

%

4.4

%

4.5

%

4.4

%

All other (1)

4.3

%

4.7

%

3.9

%

5.2

%

Total

100.0

%

100.0

%

100.0

%

100.0

%

(1)

Effective January 1, 2024 we moved Insights from the Heavy vehicle off-road operating segment within Performance Sensing, creating another operating segment, which is reported in "Other". Additionally, we moved the Insights business to the "other" end market. Prior period information in the tables above has been recast to reflect this realignment.

GAAP to Non-GAAP Reconciliations

The following unaudited tables provide a reconciliation of the difference between each of the non-GAAP financial measures referenced herein and the most directly comparable U.S. GAAP financial measure. Amounts presented in these tables may not appear to recalculate due to the effect of rounding.

Operating income and margin, income tax, net income, and earnings per share

($ in thousands, except per share amounts)

For the three months ended June 30, 2024

Operating
Income

Operating
Margin

Income
Taxes

Net
Income

Diluted
EPS

Reported (GAAP)

$

129,947

12.5

%

$

27,280

$

71,703

$

0.47

Non-GAAP adjustments:

Restructuring related and other

26,804

2.6

%

(809

)

25,995

0.17

Financing and other transaction costs

2,462

0.2

%

(971

)

2,510

0.02

Step-up depreciation and amortization

37,561

3.6

%

—

37,561

0.25

Deferred gain on derivative instruments

(102

)

(0.0

%)

1,406

(3,673

)

(0.02

)

Amortization of debt issuance costs

—

—

%

—

1,631

0.01

Deferred taxes and other tax related

—

—

%

4,160

4,160

0.03

Total adjustments

66,725

6.4

%

3,786

68,184

0.45

Adjusted (non-GAAP)

$

196,672

19.0

%

$

23,494

$

139,887

$

0.93

($ in thousands, except per share amounts)

For the three months ended June 30, 2023

Operating
Income

Operating
Margin

Income
Tax

Net
Income

Diluted
EPS

Reported (GAAP)

$

118,013

11.1

%

$

19,873

$

49,111

$

0.32

Non-GAAP adjustments:

Restructuring related and other (1)

31,078

2.9

%

(632

)

30,446

0.20

Financing and other transaction costs

4,265

0.4

%

(98

)

3,923

0.03

Step-up depreciation and amortization (2)

53,326

5.0

%

—

53,326

0.35

Deferred (gain)/loss on derivative instruments

(947

)

(0.1

%)

(1,090

)

4,232

0.03

Amortization of debt issuance costs

—

—

%

—

1,685

0.01

Deferred taxes and other tax related

—

—

%

6,433

6,433

0.04

Total adjustments

87,722

8.3

%

4,613

100,045

0.65

Adjusted (non-GAAP)

$

205,735

19.4

%

$

15,260

$

149,156

$

0.97

(1)

Includes $26.6 million of charges related to the exit of the Spear Marine Business in the second quarter of 2023. Refer to our Quarterly Report on Form 10-Q for additional information

(2)

Includes $13.5 million of accelerated amortization related to the exit of the Spear Marine Business in the second quarter of 2023.

($ in thousands, except per share amounts)

For the six months ended June 30, 2024

Operating
Income

Operating
Margin

Income
Tax

Net
Income

Diluted
EPS

Reported (GAAP)

$

274,739

13.5

%

$

49,850

$

147,724

$

0.98

Non-GAAP adjustments:

Restructuring related and other

29,198

1.4

%

(1,384

)

27,814

0.18

Financing and other transaction costs (1)

6,813

0.3

%

(861

)

20,258

0.13

Step-up depreciation and amortization

74,939

3.7

%

—

74,939

0.50

Deferred (gain)/loss on derivative instruments

(477

)

0.0

%

1,688

(4,865

)

(0.03

)

Amortization of debt issuance costs

—

—

%

—

3,193

0.02

Deferred taxes and other tax related

—

—

%

5,446

5,446

0.04

Total adjustments

110,473

5.4

%

4,889

126,785

0.84

Adjusted (non-GAAP)

$

385,212

18.9

%

$

44,961

$

274,509

$

1.82

(1)

Includes a $14.8 million mark-to-market loss on an equity investment held under the measurement alternative due to an observable marketplace transaction in the first quarter of 2024. This loss is presented in other, net on the condensed consolidated statement of operations

($ in thousands, except per share amounts)

For the six months ended June 30, 2023

Operating
Income

Operating
Margin

Income
Tax

Net
Income

Diluted
EPS

Reported (GAAP)

$

266,855

13.0

%

$

43,599

$

135,528

$

0.88

Non-GAAP adjustments:

Restructuring related and other (1)

34,019

1.7

%

(1,304

)

32,715

0.21

Financing and other transaction costs

8,513

0.4

%

2,776

11,530

0.08

Step-up depreciation and amortization (2)

92,456

4.5

%

—

92,456

0.60

Deferred (gain)/loss on derivative instruments

(3,197

)

(0.2

%)

(237

)

936

0.01

Amortization of debt issuance costs

—

—

%

—

3,419

0.02

Deferred taxes and other tax related

—

—

%

13,224

13,224

0.09

Total adjustments

131,791

6.4

%

14,459

154,280

1.01

Adjusted (non-GAAP)

$

398,646

19.3

%

$

29,140

$

289,808

$

1.89

(1)

Includes $26.6 million of charges related to the exit of the Spear Marine Business in the second quarter of 2023. Refer to our Quarterly Report on Form 10-Q for additional information

(2)

Includes $13.5 million of accelerated amortization related to the exit of the Spear Marine Business in the second quarter of 2023.

Non-GAAP adjustments by location in statements of operations

(in thousands)

For the three months
ended June 30,

For the six months
ended June 30,

2024

2023

2024

2023

Cost of revenue (1)

$

14,820

$

11,142

$

15,974

$

8,364

Selling, general and administrative

11,106

2,250

15,791

4,022

Amortization of intangible assets (2)

37,308

53,071

74,435

92,147

Restructuring and other charges, net (3)

3,491

21,259

4,273

27,258

Operating income adjustments

66,725

87,722

110,473

131,791

Interest expense, net

1,631

1,685

3,193

3,419

Other, net (4)

(3,958

)

6,025

8,230

4,611

Provision for income taxes

3,786

4,613

4,889

14,459

Net income adjustments

$

68,184

$

100,045

$

126,785

$

154,280

(1)

The three and six months ended June 30, 2023 include a charge of $10.5 million to write down inventory related to the exit of the Spear Marine Business in the second quarter of 2023.

(2)

The three and six months ended June 30, 2023 include accelerated amortization of $13.5 million related to intangible assets assigned to the Spear Marine Business.

(3)

The three and six months ended June 30, 2023 include certain charges related to the exit of the Spear Marine Business and recorded in restructuring and other charges, net, including $1.2 million of severance costs, $1.7 million related to the write-down of property, plant, and equipment, and $11.4 million of other charges, including contract termination costs. The three and six months ended June 30, 2023 include $3.3 million and $10.6 million, respectively, of expense related to compensation arrangements entered into concurrent with the closing of certain acquisitions.

(4)

The six months ended June 30, 2024 includes a $14.8 million mark-to-market loss on an equity investment held under the measurement alternative due to an observable marketplace transactions.

Free cash flow

For the three months ended
June 30,

For the six months ended
June 30,

($ in thousands)

2024

2023

% â–ł

2024

2023

% â–ł

Net cash provided by operating activities

$

143,456

$

115,754

23.9

%

$

249,943

$

212,642

17.5

%

Additions to property, plant and equipment and capitalized software

(45,058

)

(47,562

)

5.3

%

(87,188

)

(84,444

)

(3.2

%)

Free cash flow

$

98,398

$

68,192

44.3

%

$

162,755

$

128,198

27.0

%

Adjusted corporate and other expenses

For the three months
ended June 30,

For the six months
ended June 30,

(in thousands)

2024

2023

2024

2023

Corporate and other expenses (GAAP)

$

(93,553

)

$

(81,464

)

$

(173,856

)

$

(143,905

)

Restructuring related and other

24,268

13,110

26,835

11,681

Financing and other transaction costs

1,507

974

4,903

3,593

Step-up depreciation and amortization

253

255

504

309

Deferred gain on derivative instruments

(102

)

(947

)

(477

)

(3,197

)

Total adjustments

25,926

13,392

31,765

12,386

Adjusted corporate and other expenses (non-GAAP)

$

(67,627

)

$

(68,072

)

$

(142,091

)

$

(131,519

)

Adjusted EBITDA

For the three months
ended June 30,

For the six months
ended June 30,

(in thousands)

LTM

2024

2023

2024

2023

Net income

$

8,287

$

71,703

$

49,111

$

147,724

$

135,528

Interest expense, net

142,382

35,061

38,105

69,718

78,196

Provision for income taxes

28,002

27,280

19,873

49,850

43,599

Depreciation expense

136,561

33,493

32,612

67,016

63,560

Amortization of intangible assets

156,123

39,085

54,563

77,600

95,337

EBITDA

471,355

206,622

194,264

411,908

416,220

Non-GAAP Adjustments

Restructuring related and other

406,673

26,804

31,078

29,198

34,019

Financing and other transaction costs

33,857

3,481

4,021

21,119

8,754

Deferred (gain)/loss on derivative instruments

(9,732

)

(5,079

)

5,322

(6,553

)

1,173

Adjusted EBITDA

$

902,153

$

231,828

$

234,685

$

455,672

$

460,166

Net debt and leverage

As of

($ in thousands)

June 30,
2024

December 31,
2023

Current portion of long-term debt and finance lease obligations

$

702,701

$

2,276

Finance lease obligations, less current portion

21,964

22,949

Long-term debt, net

3,170,804

3,373,988

Total debt and finance lease obligations

3,895,469

3,399,213

Less: discount, net of premium

(891

)

(1,568

)

Less: deferred financing costs

(28,305

)

(24,444

)

Total gross indebtedness

3,924,665

3,425,225

Adjusted EBITDA (LTM)

$

902,153

$

906,647

Gross leverage ratio

4.4

3.8

Total gross indebtedness

3,924,665

3,425,225

Less: cash and cash equivalents

1,033,052

508,104

Net debt

$

2,891,613

$

2,917,121

Adjusted EBITDA (LTM)

$

902,153

$

906,647

Net leverage ratio

3.2

3.2

Guidance

For the three months ending September 30, 2024

($ in millions, except per share amounts)

Operating Income

Net Income

EPS

Low

High

Low

High

Low

High

GAAP

$

115.0

$

118.3

$

49.7

$

52.4

$

0.33

$

0.34

Restructuring related and other

29.0

34.2

29.0

34.2

0.19

0.23

Financing and other transaction costs

3.0

4.0

3.0

4.0

0.02

0.03

Step-up depreciation and amortization

37.0

37.5

37.0

37.5

0.24

0.25

Deferred (gain)/loss on derivative instruments(1)

—

—

—

—

—

—

Amortization of debt issuance costs

—

—

1.3

1.4

0.01

0.01

Deferred taxes and other tax related

—

—

4.0

4.5

0.03

0.03

Non-GAAP

$

184.0

$

194.0

$

124.0

$

134.0

$

0.82

$

0.88

Weighted-average diluted shares outstanding (in millions)

151.5

151.5

(1)

We are unable to predict movements in commodity prices and, therefore, the impact of mark-to-market adjustments on our commodity forward contracts to our projected operating results. In prior periods such adjustments have been significant to our reported GAAP earnings.

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