-----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, DdmV2pBo0JPyXYP8dxOnoc0Cwl669hIsecs7hKlL6CCoWr8ypoqH+lIkAeD3PfiA xkNQlpLlg97lHv6odakxCg== 0000026058-08-000029.txt : 20081029 0000026058-08-000029.hdr.sgml : 20081029 20081029093542 ACCESSION NUMBER: 0000026058-08-000029 CONFORMED SUBMISSION TYPE: 8-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081029 DATE AS OF CHANGE: 20081029 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 10-29-08 form8k.htm



 
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, 2008 (October 28, 2008)
 
 
 
CTS CORPORATION
(Exact Name of Registrant as Specified in Its 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)
 
Registrants' Telephone Number, Including Area Code:   (574) 523-3800
 

(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 28, 2008, CTS Corporation (the “Registrant”) issued a press release providing certain results for the third quarter ended September 28, 2008 as more fully described in the press release.  A copy of the press release announcing the Registrant’s results for the third quarter ended September 28, 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 No.                                      Exhibit Description
 
   99.1                                       Press Release dated October 28, 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


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

 
Date:  October 29, 2008
 

 
 

 

EXHIBIT INDEX
 

 
Exhibit No.                            Exhibit Description
 
99.1  
Press Release dated October 28, 2008
 

EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 10-29-08 exhibit99_1.htm




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

October 28, 2008    
FOR RELEASE:  Immediately

CTS ANNOUNCES THIRD QUARTER 2008 RESULTS

Elkhart, IN…CTS Corporation (NYSE: CTS) today announced third quarter 2008 revenues of $170.0 million and net earnings of $7.6 million, or $0.21 per diluted share, compared to revenues of $174.8 million and earnings of $7.8 million, or $0.20 per diluted share, in the third quarter 2007. Third quarter 2008 results include a net benefit of $0.05 per share from a tax credit offset by restructuring and related charges. Excluding these two items, adjusted diluted earnings per share of $0.16 met analyst consensus. Adjusted diluted earnings per share decreased from the prior year primarily on lower sales, including the impact of some accelerated production and sales into the second quarter, and a planned increase in research and development expenses.

The previously announced non-cash tax benefit of $4.0 million, or $0.11 per diluted share, resulted from the release of a valuation allowance due to sustained profitability at an Asian location.  The pre-tax restructuring and related charge of $3.5 million, or $0.06 per diluted share, resulted from the elimination of approximately 60 positions and writing off certain leasehold improvements.  The restructuring initiatives are proceeding on schedule.

Third quarter 2008 revenue decreased 3% from the third quarter of 2007 driven by an 8% decrease in EMS segment sales from expected declines in sales into the computer market, partially offset by higher defense and aerospace and communications sales. Components and Sensors segment sales increased 5% from higher sales of automotive sensor and actuator products and higher piezoceramic and electromagnetic product sales, partly offset by reduced sales of electronic components for infrastructure applications.

“Our third quarter earnings were in line with our expectations and analyst consensus, despite an increasingly challenging economic environment. Positive year-over-year growth in our sensor and actuator sales was very encouraging notwithstanding the severe downturn in the automotive industry. We continue to win new sensor programs supporting future growth and remain committed to investing in research and development activities to launch new products. Our year-to-date design wins in wireless infrastructure applications are also up a healthy 23%. Our increasingly diversified business model combined with new customers and product introductions is expected to help CTS continue to perform profitably with positive free cash flow through the current difficult economic environment,” stated Vinod M. Khilnani, CTS President and Chief Executive Officer.

Based on the year-to-date performance and a very difficult and uncertain economic environment, fourth quarter sales are expected to decline 3% - 5% sequentially from the third quarter.  As a result, we now expect full year 2008 sales to be essentially flat from 2007 compared to the Company’s previously anticipated year-over-year sales growth of 5% - 8%.  Adjusted 2008 earnings per share guidance is $0.71 to $0.76 per diluted share compared to our previous guidance of $0.79 to $0.84.  Adjusted 2008 earnings per share guidance excludes the third quarter tax credit and full year restructuring and related charges.


SEGMENT INFORMATION

(Dollars in millions)
 
 
Third Quarter
 
Third Quarter
 
Second Quarter
 
2008
 
2007
 
2008
     
Segment
     
Segment
     
Segment
 
Net
 
Operating
 
Net
 
Operating
 
Net
 
Operating
 
Sales
 
Earnings
 
Sales
 
Earnings
 
Sales
 
Earnings
Components and Sensors
$72.5
 
$5.7
 
$68.8
 
$6.0
 
$84.1
 
$10.2
Electronics Manufacturing Services (EMS)
97.5
 
2.7
 
106.0
 
3.9
 
102.0
 
3.7
     Segment Operating Earnings
   
8.4
     
9.9
     
13.9
Expenses not allocated to business segments:
                     
     - Restructuring and related charges
   
(3.5)
     
-
     
(0.1)
Total
$170.0
 
$4.9
 
$174.8
 
$9.9
 
$186.1
 
$13.8

 
 

 
 
Components & Sensors: Components and Sensors third quarter 2008 sales increased by $3.7 million, or 5%, from the third quarter of 2007 primarily from increased sales of automotive sensor and actuator products and higher sales of piezoceramic and electromagnetic products.  Despite higher volumes, segment operating earnings of $5.7 million decreased $0.3 million from the third quarter of 2007 primarily from the impact of certain shipments which were accelerated into the second quarter due to the Olympic games in China and planned increased investment in research and development activities. Operating earnings, as a percent of sales, were 8% in the third quarter compared to 9% in the same period last year.

Components and Sensors sales decreased $11.6 million, or 14%, from the second quarter of 2008 primarily reflecting lower automotive sensor and actuator product demand and accelerated shipments into the second quarter discussed earlier. Segment operating earnings decreased $4.5 million primarily on lower sales volume.

EMS: Segment sales decreased $8.5 million, or 8%, from the third quarter of 2007 primarily reflecting expected declines in sales into the computer market and lower sales into the industrial market, partially offset by higher sales into defense and aerospace, medical and communications markets.

Segment operating earnings decreased $1.2 million from the third quarter of 2007 primarily from lower volumes.  Operating earnings, as a percent of sales, were 3% in the third quarter of 2008 compared to 4% in the same period last year.

Segment sales decreased by $4.5 million from the second quarter 2008, primarily from expected declines in sales into the computer market and decreased sales in the communications market, partially offset by increased sales in medical and defense and aerospace markets.  Segment operating earnings of $2.7 million decreased $1.0 million primarily on lower volumes, product mix and pricing.

Conference Call
As previously announced, the Company has scheduled a conference call on Wednesday, October 29, 2008 at 11:00 a.m. EDT. Those interested in participating may dial 800-230-1074 (612-234-9960, 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, October 29, 2008, through 11:59 p.m. EST on Wednesday, November 5, 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 963049. 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; the Company’s successful execution of its restructurings and profit improvement plans; 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
   
Nine Months Ended
 
   
September 28,
   
September 30,
   
September 28,
   
September 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Net sales
  $ 170,034     $ 174,790     $ 528,880     $ 507,672  
                                 
Costs and expenses:
                               
 Cost of goods sold
    136,684       140,997       421,553       410,597  
Selling, general and administrative expenses
    20,754       19,821       63,236       62,031  
Research and development expenses
    4,509       4,055       13,576       12,277  
Restructuring charge
    3,202       -       3,465       -  
                                 
Operating earnings
    4,885       9,917       27,050       22,767  
                                 
Other (expenses) income:
                               
Interest expense
    (931 )     (869 )     (3,048 )     (2,241 )
  Other
    9       817       1,272       1,936  
  Total other expenses
    (922 )     (52 )     (1,776 )     (305 )
                                 
Earnings before income taxes
    3,963       9,865       25,274       22,462  
                                 
Income tax (benefit) expense
    (3,648 )     2,071       1,040       4,717  
                                 
                                 
Net earnings
  $ 7,611     $ 7,794     $ 24,234     $ 17,745  
                                 
Net earnings per share:
                               
   Basic
  $ 0.23     $ 0.22     $ 0.72     $ 0.50  
                                 
   Diluted
  $ 0.21     $ 0.20     $ 0.65     $ 0.46  
                                 
Cash dividends declared per share
  $ 0.03     $ 0.03     $ 0.09     $ 0.09  
                                 
Average common shares outstanding:
                               
   Basic
    33,708       35,481       33,735       35,709  
                                 
   Diluted
    38,199       39,956       38,206       40,222  

 
 

 


CTS Corporation and Subsidiaries
Condensed Consolidated Balance Sheets - Unaudited
(In thousands of dollars)
             
   
September 28,
   
December 31,
 
   
2008
     
2007*
 
               
Cash and cash equivalents
  $ 53,711     $ 52,868  
Accounts receivable, net
    103,405       100,655  
Inventories, net
    88,100       73,778  
Other current assets
    25,309       23,539  
Total current assets
    270,525       250,840  
                 
Property, plant & equipment, net
    93,812       92,825  
Other assets
    216,971       200,027  
                 
Total Assets
  $ 581,308     $ 543,692  
                 
                 
                 
Notes payable and current portion
               
  of long-term debt
  $ -     $ 1,000  
Accounts payable
    78,910       84,217  
Other accrued liabilities
    46,337       43,702  
Total current liabilities
    125,247       128,919  
                 
Long-term debt
    100,100       72,000  
Other obligations
    16,934       18,526  
Shareholders' equity
    339,027       324,247  
                 
 Total Liabilities and
               
 Shareholders' Equity
  $ 581,308     $ 543,692  
                 
                 
* The balance sheet at December 31, 2007 has been derived from the
 
audited financial statements at that date.
               

 
 

 


CTS CORPORATION AND SUBSIDIARIES
OTHER SUPPLEMENTAL INFORMATION
             
             
Adjusted Earnings Per Share
           
             
The following table reconciles diluted earnings per share to adjusted diluted earnings per share
 
for the Company:
           
         
Projected
 
   
Three Months Ended
   
Twelve Months Ended
 
   
September 28,
   
December 31,
 
   
2008
   
2008
 
             
Diluted earnings per share
  $ 0.21     $ 0.74 - 0.79  
Tax affected charges to reported diluted
               
  earnings per share:
               
     Restructuring and related charges
    0.06       0.08  
     NOL benefit realized
    (0.11 )     (0.11 )
Adjusted diluted earnings per share
  $ 0.16     $ 0.71 - 0.76  
                 
Actual and projected adjusted diluted earnings per share is a non-GAAP financial measure. The most directly comparable GAAP
financial measure is actual and projected diluted earnings per share. CTS calculates adjusted diluted earnings per share 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 diluted earnings per
 
share measures to evaluate overall performance, establish plans and perform strategic analysis. Using
 
adjusted diluted earnings per share 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
 
diluted earnings per share 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 diluted earnings per share 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 adjusted diluted earnings per share 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 131 required reconciliation in the notes to the Company's financial statements. The most comparable GAAP term is operating earnings. Segment operating earnings always exclude 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.

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