-----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, LygSbcBDibEj8OBVC8OpMlklif48une8msveDJX6Z6WwCPcvp9BXYPakukUn9ZKh x2tfejhbIy1bvhamFx8PuA== 0000026058-06-000050.txt : 20061025 0000026058-06-000050.hdr.sgml : 20061025 20061025092342 ACCESSION NUMBER: 0000026058-06-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061025 DATE AS OF CHANGE: 20061025 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: 061161633 BUSINESS ADDRESS: STREET 1: 905 WEST BOULEVARD NORTH CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742937511 MAIL ADDRESS: STREET 1: 905 W BLVD NORTH CITY: ELKHART STATE: IN ZIP: 46514 8-K 1 form8-k.htm FORM 8-K 10-25-06 Form 8-K 10-25-06



 
 
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 25, 2006 (October 24, 2006)
 
CTS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Indiana
(State or Other Jurisdiction of Incorporation)
1-4639
(Commission File Numbers)
35-0225010
(I.R.S. Employer Identification Nos.)
 
 
 
905 West Boulevard North
   
Elkhart, Indiana
(Address of Principal Executive Offices)
 
46514
(Zip Code)
 
 
 
Registrants' Telephone Number, Including Area Code: (574) 293-7511
 

(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:
 
q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
q  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
Item 2.02     Results of Operations and Financial Condition.
 
On October 24, 2006, CTS Corporation issued a press release announcing financial results for the third quarter of 2006 as more fully described in the press release, a copy of which is attached as Exhibit 99.1 hereto and which information is incorporated herein by reference. Only information in the release which relates to completed fiscal periods is furnished hereunder pursuant to the requirements of Item 2.02 of Form 8-K.
 
Item 9.01     Financial Statements and Exhibits.
 
(a) 
 
Financial Statements of Business Acquired.
Not applicable.
   
(b) 
 
Pro Forma Financial Information.
Not applicable.
   
                                    (c)
Exhibits.
   
 
The following exhibits are filed with this report:
 
 
Exhibit No.
Exhibit Description
 
99.1
 
Press Release dated October 24, 2006
 



 
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                
By:    Richard G. Cutter
     Vice President, Secretary
 and General Counsel

 
Date: October 25, 2006



EXHIBIT INDEX
 
Exhibit No.
Exhibit Description
99.1
 
Press Release dated October 24, 2006
 
 
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

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

October 24, 2006

FOR RELEASE: Immediately

CTS ANNOUNCES THIRD QUARTER 2006 RESULTS
Third Quarter Sales Increased 11% Year-Over-Year

Elkhart, IN…CTS Corporation (NYSE: CTS) today announced third quarter 2006 revenues of $165.7 million, an 11% increase over the third quarter of 2005. Diluted earnings per share were $0.15, which included a charge of approximately $0.02 per share for the previously announced consolidation of the Berne, Indiana operation and the further impairment of an idle facility lease. In the comparable period last year, third quarter 2005 diluted earnings per share were $0.16.
 
The third quarter revenue increase from the prior year was driven by a 13% increase in EMS business segment sales, mainly in the defense, communications and medical markets. Components and Sensors segment sales increased 8% primarily from increased automotive component demand and higher sales into infrastructure applications. Partially offsetting the sales increases were reductions in component sales for handset applications and the fourth quarter 2005 divestiture of the Low Temperature Co-fired Ceramic (LTCC) product line.

“Despite a challenging quarter from an operational perspective, relating to problems with a new automotive product launch, year-over-year sales trends remain positive, reflecting continued success with our growth initiatives. During the third quarter, we won two additional platforms for our accelerator pedal module and continued the strong pace of design wins for electronic components in infrastructure applications,” said Donald Schwanz, CTS Chairman and Chief Executive Officer.

Based on the nine-months results and the outlook for the balance of the year, we are maintaining our prior full-year 2006 guidance of 6% - 8% in sales growth over 2005. Additionally, we are revising our earnings per share guidance down from a range of $0.75 to $0.80 to a range of $0.74 to $0.77, excluding $0.08 per share for full-year restructuring and related charges.

Capital expenditures of $5.3 million were 3.2% of sales in the third quarter of 2006. The full year capital expenditures are expected to be in the range of $16 - $19 million. Free cash flow of $5.8 million was generated in the third quarter 2006 compared to a negative $1.5 million in the same period last year.

The Berne consolidation was completed in the third quarter of 2006, on schedule and slightly under budget.

SEGMENT INFORMATION
(Dollars in millions)

   
Third Quarter 2006
 
 Third Quarter 2005
 
 Second Quarter 2006
 
       
Segment
      
Segment
      
Segment
 
   
Net
 
Operating
 
 Net
 
Operating
 
 Net
 
Operating
 
   
Sales
 
Earnings
 
 Sales
 
Earnings
 
 Sales
 
Earnings
 
                                     
Components & Sensors
 
$
64.9
 
$
5.6
 
$
60.1
 
$
7.1
 
$
71.7
 
$
8.0
 
Electronics Manufacturing Services (EMS)
   
100.8
   
3.3
   
89.1
   
2.1
   
94.2
   
2.5
 
Segment Operating Earnings
         
8.9
         
9.2
         
10.5
 
Expenses not allocated to business
segments:
                                     
- Restructuring and related charges
         
(0.7
)
                   
(1.4
)
Total
 
$
165.7
 
$
8.2
 
$
149.2
 
$
9.2
 
$
165.9
 
$
9.1
 


Components & Sensors: Components and sensors sales increased $4.7 million, or 8%, over the third quarter of 2005 primarily on the strength of automotive component demand and electronic component sales for infrastructure applications. As noted earlier, sales increases were partially reduced by lower component sales for mobile handset applications and LTCC product sales. Segment operating earnings decreased $1.5 million primarily due to lower gross margins from problems with a new automotive product launch. This resulted in lower production yields and higher overtime, rework and re-design costs. While we have made substantial progress in resolving this issue, we do expect some unfavorable impact to continue in the fourth quarter. In addition, commodity price increases, unfavorable currency impact and Czech Republic start-up costs affected the third quarter adversely. This was partially offset by the favorable impact of higher volumes and the gain on sale of fixed assets.

Components and sensors sales decreased $6.8 million or 10% from the second quarter of 2006 primarily reflecting normal seasonal declines in automotive markets due to scheduled OEM factory shutdowns. Segment operating earnings decreased $2.4 million from the second quarter primarily from the impact of lower volumes and higher automotive launch-related costs, partially offset by the gain on sale of fixed assets and lower operating expenses.

EMS: EMS sales increased $11.7 million or 13% from the third quarter of 2005 driven primarily by increased sales in the defense, communications and medical markets partially reduced by lower sales in the computer market. Segment operating earnings increased $1.2 million primarily on higher volumes and improved product mix partially offset by unfavorable currency impacts.

Compared to the second quarter of 2006, EMS segment sales increased $6.6 million or 7% primarily from improved sales in the medical, industrial and defense markets. Segment operating earnings increased $0.8 million primarily on higher volumes.
# # # #
Conference Call
As previously announced, the Company has scheduled a conference call on Wednesday, October 25, 2006 at 11:00 a.m. Eastern Daylight Time. Those interested in participating may dial 800-230-1092 (612-288-0318, if calling from outside the U.S.). No access code is needed. There will be a replay of the conference call available from 4:15 p.m. EDT on October 25, 2006, through 11:59 p.m. EDT on November 1, 2006. The telephone number for the replay is 800-475-6701 (320-365-3844, if calling from outside the U.S.). The access code is 843762. There will also be a live audio webcast of the conference call, which can be accessed directly from the Web sites of CTS Corporation (www.ctscorp.com), StreetEvents (www.StreetEvents.com), Netscape (www.netscape.com), Compuserve (www.compuserve.com) and others. AOL subscribers will have access through the Personal Finance section of AOL.

About CTS
CTS is a leading designer and manufacturer of electronic components and sensors and a provider of electronics manufacturing services (EMS) to OEMs in the automotive, computer, communications, medical and industrial markets. CTS manufactures products in North America, Europe and Asia. CTS' stock is traded on the NYSE under the ticker symbol "CTS.” To find out more, visit the CTS Web site at www.ctscorp.com.

Safe Harbor Statement
This press release 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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. For more detailed information on the risks and uncertainties associated with CTS’ business, see our reports filed with the SEC. CTS undertakes no obligation to publicly update its forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.

Contact: Vinod M. Khilnani, Senior Vice President and Chief Financial Officer, or
Mitchell J. Walorski, Director of Investor Relations
CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514
Telephone (574) 293-7511 FAX (574) 293-6146 
 

 

   
CTS CORPORATION AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
 
(In thousands, except per share amounts)
 
               
   
Three Months Ended
 
Nine Months Ended
     
   
October 1,
     
October 2,
 
October 1,
     
October 2,
     
   
2006
     
2005
 
2006
     
2005
     
                                             
Net sales
 
$
165,676
       
$
149,210
 
$
482,094
       
$
462,886
       
                                             
Costs and expenses:
                                           
Cost of goods sold
   
136,830
         
120,224
   
387,194
         
373,393
       
Selling, general and administrative expenses
   
17,725
         
16,159
   
55,168
         
51,773
       
Research and development expenses
   
3,775
         
3,976
   
11,937
         
13,330
       
Gain on sale of assets
   
(1,332
)
 
(1)
 
 
(353
)
 
(2,114
)
 
(1)
 
 
(806
)
     
Restructuring charge
   
486
         
-
   
3,368
         
-
       
                                             
Operating earnings
   
8,192
         
9,204
   
26,541
         
25,196
       
                                             
Other expenses (income):
                                           
Interest expense
   
803
         
1,254
   
2,948
         
4,553
       
Other
   
(430
)
       
(272
)
 
(815
)
       
(787
)
     
Total other expenses
   
373
         
982
   
2,133
         
3,766
       
                                             
Earnings before income taxes
   
7,819
         
8,222
   
24,408
         
21,430
       
                                             
Income tax expense
   
1,907
         
1,892
   
5,955
         
7,771
   
(2)
 
                                             
                                             
Net earnings
 
$
5,912
       
$
6,330
 
$
18,453
       
$
13,659
       
                                             
Net earnings per share:
                                           
   Basic
 
$
0.16
       
$
0.17
 
$
0.51
       
$
0.37
       
                                             
   Diluted
 
$
0.15
       
$
0.16
 
$
0.48
       
$
0.35
   
(2)
 
                                             
Cash dividends declared per share
 
$
0.03
       
$
0.03
 
$
0.09
       
$
0.09
       
                                             
Average common shares outstanding:
                                           
   Basic
   
35,861
         
36,284
   
35,841
         
36,434
       
                                             
   Diluted
   
40,266
         
41,013
   
40,215
         
41,072
       
                                             
(1)   The 2006 gain on sale of assets includes $0.7 million pre-tax, or $0.6 million after-tax and $0.01 per diluted share,
     
    relating to the sale / leaseback of the Albuquerque building.
           
                                             
(2)    Income tax expense and diluted earnings per share in 2005 include a net impact of $2.8 million and $0.07 per diluted share, respectively,
     
    consisting of $4.5 million of expense relating to the repatriation of foreign cash to the United States under the provisions of the American
     
    Jobs Creation Act of 2004 and a $1.7 million benefit relating to the reversal of income tax reserve due to the successful resolution
     
    of tax issues in certain foreign jurisdictions.
     
 
 


CTS Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS- UNAUDITED
(In thousands of dollars)
               
   
October 1, 
   
December 31,
 
     
2006
   
2005 (1)
 
               
Cash and cash equivalents
 
$
29,723
 
$
12,029
 
Accounts receivable, net
   
101,747
   
91,265
 
Inventories, net
   
67,229
   
60,564
 
Other current assets
   
21,212
   
16,816
 
Total current assets
   
219,911
   
180,674
 
               
Property, plant & equipment, net
   
96,292
   
109,676
 
Other assets
   
245,282
   
243,586
 
               
 Total Assets
 
$
561,485
 
$
533,936
 
               
               
               
Notes payable and current portion
             
   of long-term debt
 
$
9,634
 
$
13,463
 
Accounts payable
   
75,641
   
67,196
 
Other accrued liabilities
   
46,319
   
39,274
 
Total current liabilities
   
131,594
   
119,933
 
               
Long-term debt
   
60,645
   
68,293
 
Other obligations
   
19,398
   
16,139
 
Shareholders' equity
   
349,848
   
329,571
 
               
 Total Liabilities and
             
 Shareholders' Equity
 
$
561,485
 
$
533,936
 
               
               
(1) The balance sheet at December 31, 2005 has been derived from the
             
  audited financial statements at that date.
             
 


CTS CORPORATION AND SUBSIDIARIES
OTHER SUPPLEMENTAL INFORMATION
               
The following table reconciles projected earnings per share, diluted to adjusted projected earnings
             
per share, diluted for the Company:
             
 
 
 
       Projected 
       
 
   
Twelve Months Ended 
       
 
   
December 31, 
       
     
2006
       
               
Earnings per share, diluted
 
$
0.66 - $ 0.69
       
Tax affected charges to reported diluted earnings per share:
             
    Restructuring and related charges
   
0.08
       
               
Adjusted earnings per share, diluted
 
$
0.74 - $ 0.77
       
               
Projected adjusted earnings per share, diluted is a non-GAAP financial measure. The most directly comparable GAAP financial measure is projected earnings per share, diluted.
 
CTS calculates full year projected adjusted earnings per share, diluted to exclude the per share impact of restructuring and related charges. We exclude the impact of this item
 
because it is a discrete event which has a significant impact on comparable GAAP financial measures and could distort an evaluation of our normal operating performance. CTS
 
used adjusted earnings per share, diluted measures to evaluate overall performance, establish plans and perform strategic analysis. Using adjusted earnings per share, diluted
 
measures avoids distortion in the evaluation of operating results by eliminating the impact of events which are not related to normal operating performance.  Because adjusted
 
earnings per share, diluted measures are based on the exclusion 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 adjusted earnings per share, diluted measures are useful to its management, investors and stakeholders in that they:
 
               
- provide a truer measure of CTS' operating performance,
             
- reflect the results used by management in making decisions about the business, and
             
- help review and project CTS' performance over time.
             
               
We recommend that investors consider both actual and projected adjusted earnings per share, diluted measures in evaluating the performance of CTS with peer companies.
 
 
             
Segment Operating Earnings
             
               
Segment operating earnings is a non-GAAP financial measure outside the context of the FAS No. 131 required reconciliation in the notes to the company's financial statements. The
 
most comparable GAAP term is operating earnings. Segment operating earnings always excludes the effects of charges for restructuring and related or similar expenses when
 
they are incurred by the Company. Segment operating earnings exclude interest expense, and other non-operating income and income taxes according to how a particular
 
segment is measured. CTS' management provides the segment operating earnings measure to provide consistency between segment information in its earnings release and the
 
business segment discussion in the notes to its financial statements.
       
               
Free Cash Flow
 
The following table summarizes free cash flow for the Company:
             
 
   
Quarter Ended 
 
   
October 1,
   
October 2,
 
     
2006
   
2005
 
   
(In thousands of dollars) 
 
               
Net cash provided by operations
 
$
11,063
 
$
5,146
 
Capital expenditures
   
(5,260
)
 
(6,638
)
               
Free cash flow
 
$
5,803
 
$
(1,492
)
               
Free cash flow is a non-GAAP financial measure which CTS defines as net cash provided by operations less capital expenditures. The most directly comparable GAAP measure
 
is net cash provided by operations. CTS' management uses free cash flow to evaluate financial performance and in strategic planning, specifically, for investing and financing
 
decisions.  CTS' management believes free cash flow is a useful measure because it reflects the performance of its overall operations more accurately than net cash provided by
 
operations and because it provides investors with the same results that management used as the basis for making decisions about the business. Free cash flow is not an indicator of
 
residual cash available for discretionary spending, because it does not take into account mandatory debt service or other non-discretionary spending requirements which are not
 
deducted in the calculation of free cash flow. CTS' management takes these limitations into account when using free cash flow to make investing and financing decisions.
 
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