-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUmg64oc96BUrTRfPlQEKrg1zxczemrfByPkSnXzQ4EjQLbkeCQON8v+MPX60JiL SfLHhYNrcWVBtaCVgxODRQ== 0000026058-03-000008.txt : 20030423 0000026058-03-000008.hdr.sgml : 20030423 20030423100114 ACCESSION NUMBER: 0000026058-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030330 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04639 FILM NUMBER: 03659245 BUSINESS ADDRESS: STREET 1: 905 W BLVD N CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 2192937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 form8k-april2003.htm FORM 8-K - APRIL 2003 Form 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):  April 23, 2003 (April 22, 2003)



CTS CORPORATION

(Exact name of registrant as specified in its charter)



  Indiana
  1-4639
  35-0225010
 
  (State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)
 



  905 West Boulevard North, Elkhart, IN
  46514
 
  (Address of principal executive offices)   (Zip Code)  


   
  Registrant’s telephone number, including area code: 574-293-7511



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


Item 7.   Financial Statements and Exhibits.
     
    (a)      Financial Statements of Business Acquired.
           Not applicable.
     
    (b)      Pro Forma Financial Information.
           Not applicable.
     
    (c)      Exhibits.
     
    The following exhibit is filed with this report:
     
    Exhibit No.           Exhibit Description
         99.1                   Press Release dated April 22, 2003
     
Item 9.   Regulation FD Disclosure.
     
    This information, required by "Item 12. Results of Operations and Financial Condition", is being furnished under
"Item 9. Regulation FD Disclosure" in accordance with SEC Release No. 33-8216.

On April 22, 2003, CTS Corporation issued a press release announcing financial results for the first quarter of 2003 as more fully described in the press release, a copy of which is filed as Exhibit 99.1 hereto and which information is incorporated herein by reference.

1


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.

      CTS Corporation  
         
      /s/ Richard G. Cutter III  
     
 
      By: Richard G. Cutter III
       Vice President, Secretary and
       General Counsel
         
Dated: April 23, 2003        

2


EXHIBIT INDEX

Exhibit No.   Exhibit Description
99.1   Press Release dated April 22, 2003

3

EX-99 3 ex99-1form8kapril2003.htm (99.1) ADDITIONAL EXHIBITS Exhibit (99.1)

EXHIBIT 99.1

newsrelease


   CTS CORPORATION Elkhart,Indiana 46514 • (574) 293-7511

April 22, 2003

FOR RELEASE: Immediately

CTS CONTINUES PROFITABLE PERFORMANCE

Delivers strong positive cash flow.

Elkhart, IN…CTS Corporation (NYSE:CTS) today announced first quarter 2003 results, with diluted earnings per share of $0.02, $0.01 better than consensus estimate.

First quarter revenues were $105.8 million, down 6% from the first quarter of 2002. The decline in sales from the year ago period primarily reflects the Company’s decision to discontinue the manufacture of certain components used in cell phone applications.

Net earnings for the first quarter were $0.6 million, or $0.02 per share diluted, versus a net loss of $1.9 million, or $0.06 loss per share diluted, in the first quarter of 2002. Last year’s first quarter included an earnings per share negative impact of $0.02 for restructuring-related one-time charges as well as $0.07 earnings per share gain from a one-time customer reimbursement.  Contributing to the earnings improvement from last year’s first quarter were lower operating expenses due to the Company’s restructuring and cost reduction programs, and lower depreciation and interest expenses.

Commenting on the first quarter results, Donald Schwanz, CTS Chairman and Chief Executive Officer, said, “I am pleased with our continuing progress in reducing our cost structure and improving profitability. While we had expected sales to decline from the fourth quarter of 2002 due to seasonal factors, it is also clear that the markets we serve continue to exhibit weakness. However, our new business development initiatives are meeting our expectations and we believe they will provide the foundation for future growth and profitability. Significant new product and customer wins were achieved in automotive sensors, components and our EMS business. In what remains a very challenging environment, our focus continues to be on margin improvement, through cost reduction and improved product mix, accelerating growth initiatives, and effectively managing our balance sheet and cash flow.”

1


General Comments:

o  

Net cash provided by operations and investing activities was $8.2 million and $1.7 million, respectively, for the first quarter. Free cash flow, defined as cash provided by operating activities, less net cash used in or provided by investing activities, was $9.9 million. This amount includes $3.9 million of proceeds from sales of assets.


o  

Total debt was reduced to $85.2 million, down $10.2 million from the last quarter, and down $34.9 million from the first quarter of 2002.  Bank debt was reduced to $18.2 million.


o  

The total debt to capitalization ratio decreased to 24%, down from 26% at 2002 year end, and lower than the 31% at the end of the 2002 first quarter.


o  

During the quarter, the Company ceased production of 3.2 mm x 5 mm TCXO components used in cell phone applications and sold the production assets to TXC Corporation under a previously announced agreement. CTS announced its intent to exit this product line in 2002.


o  

During the quarter, the Company opened a new sales office in Shanghai to support sales development for automotive sensors and components. CTS sales of automotive sensors to the Asian market have grown from an annual amount of approximately $2 million in 2001 to an annual run-rate of over $6 million, based upon the first quarter of 2003.


o  

The Tianjin Economic-Technological Development Area recently ranked the CTS Tianjin, China operation as 18 of the Top 100 Companies operating in the Area for 2002.


o  

The Company took specific actions to mitigate the risk of SARS to the Company, its employees, customers and other stakeholders. These actions included employee education, travel restrictions, and ongoing health monitoring. The Company has also established procedures to deal with a reported illness, including backup plans to minimize potential business interruptions.


o  

The first quarter dividend of $0.03 per share was declared. The Company has paid dividends continuously for over 70 years.


FIRST QUARTER RESULTS - SEGMENT INFORMATION
(Dollars in millions)


      First Quarter 2003   First Quarter 2002   Fourth Quarter 2002
                              Operating                
      Net   Operating   Net   Earnings/   Net   Operating
      Sales   Earnings   Sales   (Loss)   Sales   Earnings
                                                   
Components & Sensors   $ 60.3     $ 0.3     $ 64.9     $ (3.1 )*   $ 64.5     $ 0.1  
Electronics Manufacturing Services (EMS)   45.5       2.3       47.7       3.3       52.0     $ 2.9  
     
   
   
   
 
   
 
  Total   $ 105.8     $ 2.6     $ 112.6     $ 0.2 *   $ 116.5     $ 3.0  
     
   
   
   
 
   
 


*   Includes restructuring-related charges of $0.8 million, and gain from a customer reimbursement of $3.1 million.

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Components & Sensors: Components and sensors sales decreased by $4.6 million, or 7%, from the first quarter of 2002, primarily as a result of lower volumes for some components products used in cell phone applications, that were announced as “end of life” in the third quarter of 2002. Improved product mix in components and sensors products, combined with cost reduction from consolidation and efficiency improvement programs, generated improved positive operating earnings despite lower sales. First quarter sales were down from the fourth quarter of 2002 by $4.2 million or 7%, due to seasonal fluctuations in production schedules in the communications market, as well as lower volumes for the “end of life” products. Operating earnings improved from the fourth quarter of 2002, as a result of the profit improvement and cost reduction programs, and lower depreciation expense.

EMS: EMS sales decreased from the first quarter of 2002 by $2.2 million or 5%, primarily as a result of lower demand for networking and other infrastructure systems equipment. Profitability decreased due to lower volume and product mix within the EMS segment. Segment sales were below the fourth quarter of 2002 by $6.5 million or 13%, primarily due to the lower demand in the communications infrastructure and the data storage systems equipment served markets. Segment operating earnings were down due to lower volumes.

_________________

Statements about the Company’s earnings outlook and its plans, estimates and beliefs concerning the future are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations. Actual results may differ materially from those reflected in the forward-looking statements due to a variety of factors which could affect the Company’s operating results, liquidity and financial condition. We undertake no obligations to publicly update or revise any forward-looking statements. Factors that could impact future results include among others: the general market conditions in the automotive, computer and communications markets, and in the overall worldwide economies; reliance on key customers; the Company’s capabilities to implement measures to improve its financial condition and flexibility; the Company’s successful execution of its ongoing cost-reduction plans; pricing pressures and demand for the Company’s products, especially if economic conditions worsen or do not recover in the key markets for the Company’s products; changes in the liability insurance markets which might impact the Company’s capability to obtain appropriate levels of insurance coverage; the effect of major health concerns such as Severe Acute Respiratory Syndrome (SARS) on our employees, customers and suppliers; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks. Investors are encouraged to examine the Company’s SEC filings, which more fully describe the risks and uncertainties associated with the Company’s business.

_________________

CTS Corporation is a leading designer and manufacturer of components and sensors, and EMS for the automotive, computer and communications markets. The Company manufactures products in North America, Europe and Asia. Worldwide sales coverage is accomplished through a network of direct sales personnel, independent manufacturers’ representatives and electronic distributors. The Company’s stock is traded on the NYSE under the ticker symbol “CTS.” To find out more, visit the Company’s website at www.ctscorp.com.

Contact:   Vinod M. Khilnani, Sr. Vice President and Chief Financial Officer, or
George T. Newhart, Vice President Investor Relations
CTS Corporation
905 West Boulevard North
Elkhart, IN 46514
Telephone (574) 293-7511 FAX (574) 293-6146
www.ctscorp.com

3


CTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - UNAUDITED

(In thousands, except per share amounts)

                     
        Three Months Ended
       
        March 30, 2003   March 31, 2002
       
 
Net sales
  $ 105,769     $ 112,593  
Costs and expenses:
               
 
Cost of goods sold
    84,686       89,915 (1)
 
Selling, general and administrative expenses
    12,848       15,317  
 
Research and development expenses
    5,641       7,133  
 
   
     
 
   
Operating earnings
    2,594       228  
Other expenses (income):
               
 
Interest expense
    1,972       2,670  
 
Other
    (139 )     92  
 
   
     
 
   
Total other expenses
    1,833       2,762  
 
   
     
 
   
Earnings (loss) before income taxes
    761       (2,534 )
   
Income tax expense (benefit)
    190       (633 )
 
   
     
 
Net earnings (loss)   $ 571     $ (1,901 )
 
   
     
 
Net earnings (loss) per share
               
 
               
 
Basic
  $ 0.02     $ (0.06 )
 
   
     
 
 
Diluted
  $ 0.02     $ (0.06 )
 
   
     
 
 
Cash dividends paid per share
  $ 0.03     $ 0.03  
 
   
     
 
Average common shares outstanding:
               
 
Basic
    34,020       31,802  
 
Diluted
    34,258       31,802  

(1)   Cost of goods sold include restructuring-related, one-time charges of $0.8 million consisting primarily of
equipment relocations and other employee-related costs, and one-time gain from a customer
reimbursement of $3.1 million.

4


CTS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS - Unaudited

(In thousands of dollars)

                       
          March 30, 2003   December 31, 2002*
         
 
          (UNAUDITED)    
Cash and equivalents
  $ 7,661     $ 9,225  
Accounts receivable, net
    59,783       63,802  
Inventories, net
    36,114       36,262  
Other current assets
    42,208       43,045  
 
   
     
 
Total current assets     145,766       152,334  
 
   
     
 
                       
Property, plant and equipment, net
    142,913       148,632  
Other assets
    186,928       189,066  
 
   
     
 
Total Assets
  $ 475,607     $ 490,032  
 
   
     
 
                       
                       
Current maturities of long-term debt
  $ 18,200     $ 28,350  
Accounts payable
    47,453       44,490  
Other accrued liabilities
    55,224       61,716  
 
   
     
 
Total current liabilities     120,877       134,556  
 
   
     
 
                       
Long-term debt
    67,000       67,000  
Other liabilities
    23,467       23,456  
Shareholders’ equity
    264,263       265,020  
 
   
     
 
Total Liabilities and Shareholders' Equity
  $ 475,607     $ 490,032  
 
   
     
 
                       
*The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date.

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