8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 29, 2020

CTS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

IN	1-4639	35-0225010
(State or other jurisdiction  of incorporation)	(Commission File Number)	(1.R.S. Employer Identification No)
4925 Indiana Avenue
Lisle IL		60532
(Address of principal executive offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code:(630) 577-8800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ oliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	CTS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02     Results of Operations and Financial Condition.

On October 29, 2020, CTS Corporation (the "Registrant") issued a press release providing certain results for the quarter ended September 30, 2020, as more fully described in the press release.  A copy of the press release is attached hereto as Exhibit 99.l and is incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.l hereto, is being "furnished" to the Securities and Exchange Commission and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act" ) or otherwise subject to the liabilities of that section.  Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing made by the Registrant under the Securities Act of 1933 or the Exchange Act, except as set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Earnings Release dated October 29, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

Date: October 29, 2020		CTS CORPORATION
	By:	/s/ William M. Cahill
		William M. Cahill
		Chief Accounting Officer
		(Principal Accounting Officer)

EX-99.1

	Press Release
October 29, 2020	FOR IMMEDIATE RELEASE

CTS Announces Third Quarter 2020 Results

Stronger sales, earnings and improved new business wins

Lisle, Ill. - CTS Corporation (NYSE: CTS) today announced third quarter 2020 results.

• Sales were $113.8 million, down 2% year-over-year. Sales to transportation customers declined 9%, and sales to other end markets grew 10%. Excluding the QTI acquisition, sales to other end markets grew 4%. Sales rebounded strongly, up 35% from the second quarter of 2020.

• Net earnings were $11.1 million or $0.34 per diluted share versus $2.7 million or $0.08 last year.

• Adjusted diluted EPS was $0.34, compared to $0.29 last year.

• Free cash flow was $22.4 million. Balance sheet and liquidity remain robust.

• New business wins were $127 million.

“Our teams delivered strong operational results and improved new business wins, while striving to maintain a safe work environment,” said Kieran O’Sullivan, CEO of CTS Corporation. “We saw a significant third quarter rebound. Market uncertainty may persist for several quarters; however, we are cautiously optimistic. While we are implementing cost structure improvements, our primary focus is on enhancing our front-end capabilities to drive profitable growth.”

2020 Guidance

Due to ongoing market uncertainties, management is not providing revenue or earnings guidance.

Conference Call

As previously announced, the Company has scheduled a conference call at 10:00 a.m. (EDT) today to discuss the third quarter financial results. The dial-in number is 800-309-1256 (720-543-0314, if calling from outside the U.S.).  The passcode is 544640. There will be a replay of the conference call from 1:00 p.m. (EDT) today through 1:00 p.m. (EST) on Thursday, November 12, 2020.  The telephone number for the replay is 888-203-1112 (719-457-0820, if calling from outside the U.S.).  The replay passcode is 9449979. A live audio webcast of the conference call will be

available and can be accessed directly from the Investors section of the website of CTS Corporation at www.ctscorp.com.

About CTS

CTS (NYSE: CTS) is a leading designer and manufacturer of products that Sense, Connect, and Move.  The company manufactures sensors, actuators, and electronic components in North America, Europe, and Asia, and provides engineered products to customers in the aerospace/defense, industrial, medical, telecommunications/IT, and transportation markets.

For more information, visit www.ctscorp.com.

Safe Harbor

This document contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events, and any other statements that are not based solely on historical fact. Forward-looking statements are based on management's expectations, certain assumptions and currently available information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to certain risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements. Many of these, and other, risks and uncertainties are discussed in further detail in Item 1A. of CTS’ Annual Report on Form 10-K. We undertake no obligation to publicly update our forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.

Contact

Ashish Agrawal

Vice President and Chief Financial Officer

CTS Corporation

4925 Indiana Avenue

Lisle, IL 60532

USA

Telephone: +1 (630) 577-8800

E-mail: ashish.agrawal@ctscorp.com

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OFEARNINGS - UNAUDITED

(In thousands of dollars, except per share amounts)

	Three Months Ended						Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Net sales	$	113,777		$	115,651		$	301,049		$	353,959
Cost of goods sold		76,871			78,594			204,677			235,084
Gross Margin		36,906			37,057			96,372			118,875
Selling, general and administrative expenses		16,883			17,774			48,310			52,371
Research and development expenses		5,723			6,806			18,653			19,854
Restructuring charges		1,041			2,342			1,416			5,337
Loss (gain) on sale of assets		—			11			—			(111	)
Operating earnings		13,259			10,124			27,993			41,424
Other (expense) income:
Interest expense		(857	)		(812	)		(2,617	)		(1,745	)
Interest income		217			524			852			1,396
Other income (expense), net		1,617			(2,636	)		(109	)		(3,646	)
Total other income (expense), net		977			(2,924	)		(1,874	)		(3,995	)
Earnings before income taxes		14,236			7,200			26,119			37,429
Income tax expense		3,163			4,478			6,381			11,345
Net earnings	$	11,073		$	2,722		$	19,738		$	26,084
Earnings per share:
Basic	$	0.34		$	0.08		$	0.61		$	0.80
Diluted	$	0.34		$	0.08		$	0.61		$	0.79
Basic weighted – average common shares outstanding:		32,268			32,642			32,331			32,748
Effect of dilutive securities		241			425			270			417
Diluted weighted – average common shares outstanding:		32,509			33,067			32,601			33,165
Cash dividends declared per share	$	0.04		$	0.04		$	0.12		$	0.12

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

	(Unaudited)
	September 30, 2020			December 31, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	131,740		$	100,241
Accounts receivable, net		76,431			78,008
Inventories, net		41,492			42,237
Other current assets		14,020			16,992
Total current assets		263,683			237,478
Property, plant and equipment, net		97,777			105,038
Operating lease assets, net		23,727			24,644
Other Assets
Prepaid pension asset		65,115			62,082
Goodwill		106,056			106,056
Other intangible assets, net		76,126			85,215
Deferred income taxes		20,595			19,795
Other		2,774			3,046
Total other assets		270,666			276,194
Total Assets	$	655,853		$	643,354
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	46,739		$	48,219
Operating lease obligations		3,149			2,787
Accrued payroll and benefits		12,437			9,564
Accrued expenses and other liabilities		32,794			36,378
Total current liabilities		95,119			96,948
Long-term debt		106,300			99,700
Long-term operating lease obligations		23,747			24,926
Long-term pension obligations		6,446			6,632
Deferred income taxes		6,223			5,637
Other long-term obligations		4,052			4,292
Total Liabilities		241,887			238,135
Commitments and Contingencies
Shareholders’ Equity
Common stock		310,976			307,932
Additional contributed capital		40,796			43,689
Retained earnings		525,624			509,766
Accumulated other comprehensive loss		(90,908	)		(91,726	)
Total shareholders’ equity before treasury stock		786,488			769,661
Treasury stock		(372,522	)		(364,442	)
Total shareholders’ equity		413,966			405,219
Total Liabilities and Shareholders’ Equity	$	655,853		$	643,354

CTS CORPORATION AND SUBSIDIARIES

OTHER SUPPLEMENTAL INFORMATION - UNAUDITED

Earnings Per Share

The following table reconciles GAAP diluted earnings per share to adjusted diluted earnings per share for the Company:

	Three Months Ended					Nine Months Ended
	September 30, 2020			September 30, 2019		September 30, 2020			September 30, 2019
GAAP diluted earnings per share	$	0.34		$	0.08	$	0.61		$	0.79
Tax affected charges to reported diluted earnings per share:
Restructuring charges		0.03			0.06		0.04			0.13
Foreign currency (gain) loss		(0.07	)		0.08		(0.06	)		0.08
Non-cash pension expense		0.01			—		0.04			0.01
Environmental charges		0.01			—		0.03			—
Transaction charges		—			0.01		—			0.01
Discrete tax items		0.02			0.06		0.03			0.06
Adjusted diluted earnings per share	$	0.34		$	0.29	$	0.69		$	1.08

Additional Information

The following table includes other financial information not presented in the preceding financial statements.

	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Depreciation and amortization expense	$	6,676	$	6,119	$	19,819	$	18,038
Stock-based compensation expense	$	1,119	$	1,157	$	2,164	$	3,950

Non-GAAP Financial Measures

Adjusted earnings per share is a non-GAAP financial measure. The most directly comparable GAAP financial measure is diluted earnings per share.

CTS adjusts for these items because they are discrete events, which have a significant impact on comparable GAAP financial measures and could distort an evaluation of our normal operating performance.

CTS uses an adjusted earnings per share measure to evaluate overall performance, establish plans and perform strategic analysis. Using this measure avoids distortion in the evaluation of operating results by eliminating the impact of events which are not related to normal operating performance. Because this measure is based on the exclusion or inclusion of specific items, they may not be comparable to measures used by other companies which have similar titles. CTS' management compensates for this limitation when performing peer comparisons by evaluating both GAAP and non-GAAP financial measures reported by peer companies. CTS believes that this measure is useful to its management, investors and stakeholders in that it:

• provides a meaningful measure of CTS' operating performance,

• reflects the results used by management in making decisions about the business, and

• helps review and project CTS' performance over time.

We recommend that investors consider both actual and adjusted measures in evaluating the performance of CTS with peer companies.

XML

Cover Document	Oct. 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 29, 2020
Entity Registrant Name	CTS CORPORATION
Entity Incorporation, State or Country Code	IN
Entity File Number	1-4639
Entity Tax Identification Number	35-0225010
Entity Address, Address Line One	4925 Indiana Avenue
Entity Address, City or Town	Lisle
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60532
City Area Code	630
Local Phone Number	577-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CTS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000026058
Amendment Flag	false