-----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, S9ffK5xuvcWLafBhqlCxIUjiPKzsv5m8ZUcElyfVJhHGSX/9DupsGSm6ILiXcheb uVBhDvo3PaWL28N0cliNmg== 0000026058-08-000023.txt : 20080729 0000026058-08-000023.hdr.sgml : 20080729 20080729082127 ACCESSION NUMBER: 0000026058-08-000023 CONFORMED SUBMISSION TYPE: 8-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 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 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 form8k.htm FORM 8-K 7-29-08 form8k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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):  July 29, 2008
 
 

CTS CORPORATION
(Exact Name of Registrant as Specified in Charter)


Indiana
1-4639
35-0225010
(State or Other Jurisdiction of Incorporation)
(Commission File Numbers)
(I.R.S. Employer Identification Nos.)
     
905 West Boulevard North
   
Elkhart, Indiana
 
46514
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:     (574) 523-3800
 
        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 (see General Instruction A.2.):

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

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
     240.14d-2(b))

¨  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 July 29, 2008, CTS Corporation (the “Registrant”) issued a press release providing certain results for the second quarter ended June 29, 2008 as more fully described in the press release.  A copy of the press release announcing the Registrant’s results for the second quarter ended June 29, 2008 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

    The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached 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 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 registration statement or other document filed pursuant to the Securities Act of 1933.

Item 9.01
Financial Statements and Exhibits.

(d)          Exhibits
 
               The following exhibits are filed with this report:

 
Exhibit Number
Description
99.1
Press Release, dated July 29, 2008
 
 

 
 

 

 
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



By:           /s/ Richard G. Cutter III                                                                
Name:              Richard G. Cutter III
Title:                Vice President, General Counsel and Secretary

Date:  July 29, 2008


 
 

 

EXHIBIT INDEX
 

 
Exhibit No.                               Exhibit Description
 
99.1                                    Press Release dated July 29, 2008

EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 7-29-08 exhibit99_1.htm


                                              newsrelease    
CTS CORPORATION  Elkhart, Indiana 46514h(574) 523-3800       


July 29, 2008        


FOR RELEASE:  Immediately

CTS ANNOUNCES STRONG SECOND QUARTER 2008 RESULTS
Earnings Up 69% on Revenue Increase of 10% Year-Over-Year
Increases EPS Guidance for 2008

Elkhart, IN…CTS Corporation (NYSE: CTS) today announced second quarter 2008 revenues of $186.1 million and net earnings of $10.0 million, or $0.27 per diluted share, compared to revenues of $169.6 million and net earnings of $5.9 million, or $0.15 per diluted share in the second quarter 2007.

The 80% increase in diluted earnings per share in second quarter 2008 was driven by higher sales, improved margins, a segment mix shift to higher Components and Sensors sales and  continued expense control.  The second quarter of 2007 included a $0.03 per diluted share charge for unusual audit and professional fees.  Second quarter 2008 earnings per diluted share exceeded analyst consensus of $0.20 by $0.07 per share and benefited from some pull up of revenues and production from third quarter 2008 due to Olympics related restrictions in China.   

Second quarter 2008 revenue increased 10% over the second quarter of 2007 as Components and Sensors segment sales increased 19%.  Within this segment, sales of automotive sensor and actuator products increased 15% and sales of electronic components increased 9%, complemented by the positive impact of a recent acquisition. EMS segment sales in the second quarter of 2008 improved 3% over the second quarter of 2007 from higher sales into defense and aerospace markets driven by a recent acquisition.

“We were pleased to report a strong quarter, driven by improved financial results across both segments and reflecting success of our diversification strategies.  New global customers, many in Asia, new technologies and successful penetration of targeted markets such as defense and aerospace, industrial and medical are allowing CTS to better perform in an uncertain economic environment.  We continue to capture design wins at a robust pace in the wireless infrastructure space and remain committed to aggressively invest in research and development activities to rapidly expand our Components and Sensors business,” stated Vinod M. Khilnani, CTS President and Chief Executive Officer.

“Our recent bolt-on acquisitions are being successfully integrated and are growing faster than our expectations.  Our organic and acquisition growth initiatives are providing further strategic diversification of products, technologies and customers,” commented Mr. Khilnani.

Based on the favorable first half results and recognizing the challenging economic conditions that will particularly be felt in third quarter with extended shutdowns of several key customers and some program push outs, the Company is reiterating its full-year 2008 guidance of 5% - 8% sales growth over 2007 and modestly raising its 2008 earnings per share guidance to $0.79 to $0.84 per diluted share, compared to previous earnings per share guidance of $0.78 to $0.83.

SEGMENT INFORMATION

(Dollars in millions)

   
Second Quarter
   
Second Quarter
   
First Quarter
 
   
2008
   
2007
   
2008
 
         
Segment
         
Segment
         
Segment
 
   
Net
   
Operating
   
Net
   
Operating
   
Net
   
Operating
 
   
Sales
   
Earnings
   
Sales
   
Earnings
   
Sales
   
Earnings
 
                                     
Components & Sensors
  $ 84.1     $ 10.2     $ 70.8     $ 5.5     $ 77.8     $ 6.8  
Electronics Manufacturing Services (EMS)
    102.0       3.7       98.8       2.4       95.0       2.0  
     Segment Operating Earnings
            13.9               7.9               8.8  
Expenses not allocated to business segments:
                                               
     - Restructuring and related charges
            (0.1 )                             (0.4 )
Total
  $ 186.1     $ 13.8     $ 169.6     $ 7.9     $ 172.8     $ 8.4  
                                                 


 
 

 

Components & Sensors: Components and Sensors second quarter 2008 sales increased by $13.3 million, or 19%, from the second quarter of 2007. The improvement results from increased sales of automotive sensor and actuator products and increased electronic component sales into infrastructure applications, combined with incremental sales from a recent acquisition.  Segment operating earnings of $10.2 million improved $4.7 million over the second quarter of 2007 primarily from higher volume, improved product mix and pricing. Operating earnings, as a percent of sales, improved to 12% from 8% in the same period last year.

Segment sales increased by $6.3 million, or 8%, over the first quarter of 2008, primarily from increased sales of automotive sensor and actuator products and the positive impact of a recent acquisition. Segment operating earnings of $10.2 million increased $3.4 million from the first quarter of 2008 primarily from the impact of higher volume and improved product mix, partially offset by a planned increased investment in research and development activities and lower royalty income.

EMS: EMS second quarter 2008 sales increased by $3.2 million, or 3%, from the second quarter of 2007, reflecting higher sales into defense and aerospace markets, primarily acquisition related, and higher sales into the communication market, partially offset by expected declines in sales into the computer market.

Segment operating earnings of $3.7 million were $1.3 million higher than the second quarter of 2007 primarily from increased volume, improved product mix and operating efficiencies. Operating earnings, as a percent of sales, increased 50% to 3.6% in the second quarter of 2008 from 2.4% in the same period last year.

Second quarter 2008 EMS sales were $7.0 million higher than first quarter 2008, in communication, industrial and defense and aerospace markets, primarily due to incremental sales from a recent acquisition, partially offset by expected declines in sales into the computer market.  Segment operating earnings of $3.7 million increased $1.7 million on higher volume, improved product mix and operating efficiencies.

Conference Call
As previously announced, the Company has scheduled a conference call on Wednesday, July 30, 2008 at 11:00 a.m. EDT. Those interested in participating may dial 800-288-8976 (612-332-0932, if calling from outside the U.S.). No access code is needed. There will be a replay of the conference call available from 1:30 p.m. EDT on Wednesday, July 30, 2008, through 11:59 p.m. EDT on Wednesday, August 6, 2008. The telephone number for the replay is 800-475-6701 (320-365-3844, if calling from outside the U.S.). The access code is 952939. 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, defense and aerospace 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, including, without limitation, potential changes in the economy generally and in respect to the businesses in which CTS operates; rapid technological change in the automotive, communications and computer industries; reliance on key customers; CTS’ ability to protect its intellectual property; pricing pressures and demand for CTS’ products; and risks associated with CTS’ international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks.  For more detailed information on the risks and uncertainties associated with CTS’ business, see the reports CTS files with the SEC, available at http://www.ctscorp.com/investor_relations/investor.htm.  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:                Donna L. Belusar, 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) 523-3800  FAX (574) 293-6146

 
 

 

CTS CORPORATION AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
 
(In thousands, except per share amounts)
 
                 
       
Three Months Ended
   
Six Months Ended
 
       
June 29,
   
July 1,
   
June 29,
   
July 1,
 
       
2008
   
2007
   
2008
   
2007
 
                             
Net sales
    $ 186,091     $ 169,624     $ 358,846     $ 332,882  
                                     
Costs and expenses:
                               
 
Cost of goods sold
    145,938       136,680       284,869       269,600  
 
Selling, general and administrative expenses
    21,506       20,940       42,482       42,210  
 
Research and development expenses
    4,750       4,102       9,067       8,222  
 
Restructuring charge
    113       -       263       -  
                                     
Operating earnings
    13,784       7,902       22,165       12,850  
                                     
Other (expenses) income:
                               
 
Interest expense
    (1,058 )     (681 )     (2,117 )     (1,372 )
 
Other
      38       254       1,263       1,119  
   
Total other expenses
    (1,020 )     (427 )     (854 )     (253 )
                                     
   
Earnings before income taxes
    12,764       7,475       21,311       12,597  
                                     
Income tax expense
    2,807       1,570       4,688       2,646  
                                     
                                     
Net earnings
    $ 9,957     $ 5,905     $ 16,623     $ 9,951  
                                     
Net earnings per share:
                               
   Basic
      $ 0.30     $ 0.16     $ 0.49     $ 0.28  
                                     
   Diluted
    $ 0.27     $ 0.15     $ 0.45     $ 0.26  
                                     
Cash dividends declared per share
  $ 0.03     $ 0.03     $ 0.06     $ 0.06  
                                     
Average common shares outstanding:
                               
   Basic
        33,652       35,824       33,748       35,824  
                                     
   Diluted
      38,090       40,302       38,209       40,355  

 
 

 

CTS Corporation and Subsidiaries
 
Condensed Consolidated Balance Sheets - Unaudited
 
(In thousands of dollars)
 
             
   
June 29,
   
December 31,
 
   
2008
     
2007*
 
               
Cash and cash equivalents
  $ 45,370     $ 52,868  
Accounts receivable, net
    110,521       100,655  
Inventories, net
    86,559       73,778  
Other current assets
    24,226       23,539  
Total current assets
    266,676       250,840  
                 
Property, plant & equipment, net
    96,285       92,825  
Other assets
    212,768       200,027  
                 
Total Assets
  $ 575,729     $ 543,692  
                 
                 
                 
Notes payable and current portion
               
  of long-term debt
  $ -     $ 1,000  
Accounts payable
    85,658       84,217  
Other accrued liabilities
    46,599       43,702  
Total current liabilities
    132,257       128,919  
                 
Long-term debt
    92,300       72,000  
Other obligations
    17,314       18,526  
Shareholders' equity
    333,858       324,247  
                 
Total Liabilities and
               
 Shareholders' Equity
  $ 575,729     $ 543,692  
                 
                 
* The balance sheet at December 31, 2007 has been derived from the
 
audited financial statements at that date.
               



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