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 24, 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)

☐ Soliciting 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 7.01     Regulation FD Disclosure.

The investor presentation included as Exhibit 99.1 to this report may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, during the fiscal year ended December 31, 2020. 

The investor presentation includes financial information not prepared in accordance with generally accepted accounting principles (“GAAP”). A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles, as required by Regulation G, is available within Exhibit 99.1 and on our website at www.ctscorp.com. The Company believes that the non-GAAP financial measures provide investors additional ways to view our operations which we believe provide a more complete understanding of our business than could be obtained absent these disclosures. We believe the non-GAAP financial measures also provide investors a useful tool to assess shareholder value.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. 

The information contained in the investor presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Investor Presentation dated April 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: April 24, 2020		CTS CORPORATION
	By:	/s/ William M. Cahill
		William M. Cahill
		Chief Accounting Officer
		(Principal Accounting Officer)

EX-99.1

Investor Presentation April 2020

Forward Looking Statements This presentation 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. Examples of factors that may affect future operating results and financial condition include, but are not limited to: changes in the economy generally and in respect to the businesses in which CTS operates; unanticipated issues in integrating acquisitions; the results of actions to reposition our businesses; rapid technological change; general market conditions in the automotive, communications, and computer industries, as well as conditions in the industrial, defense and aerospace, and medical markets; reliance on key customers; unanticipated natural disasters, pandemics, or other events; the ability to protect our intellectual property; pricing pressures and demand for our products; unanticipated developments that could occur with respect to contingencies such as litigation and environmental matters as well as any product liability claims; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks. 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. The information provided in this presentation includes certain non-GAAP financial measures. These non-GAAP financial measures should not be considered in isolation or a substitute for the comparable GAAP financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the Appendix of this presentation. 2

Solid Foundation With Opportunities For Growth We aim to be a leading provider of sensing and motion devices as well as connectivity components, enabling an intelligent and seamless world. Telecom Aero & & IT Europe Defense 14% 4% 7% Medical 9% North America 57% Asia $454 29% Million 18% Industrial 62% Sales/Technical Office Transportation Manufacturing Facility Note: Sales by region and end market based on trailing twelve months sales as of March 31, 2020 3

Broad Product Portfolio Around Targeted Strategy ▪ Controls ▪ EMI/RFI Filters ▪ Piezoelectric ▪ Pedals ▪ Frequency Control Products ▪ Piezoelectric Products Products ▪ Rotary Actuators ▪ Position Sensors ▪ RF Filters ▪ Switches ▪ Specialty Capacitors ▪ Temperature Sensors ▪ Specialty Resistors ▪ Transducers 4

Transportation Market Sectors Electric/Hybrid Commercial Light Vehicles Motorcycles Relevant Products Vehicles Vehicles/Off-Road Key Customers ▪ Accelerator Pedals ▪ Position Sensors ▪ Temperature Sensors ▪ DPF RF Sensors ▪ Smart Actuator 5

Industrial Market Sectors Inkjet Print Heads HVAC Systems Commercial Sonar Flow Metering Relevant Products Key Customers ▪ Piezoelectric Components ▪ Transducers ▪ Sensors & Controls ▪ Switches ▪ EMI/RFI Filters 6

Medical Market Sectors Ultrasonic Imaging Therapeutic Ultrasound Dental Equipment Equipment Control Panel Relevant Products Key Customers ▪ Piezoelectric Components ▪ Sensors & Controls ▪ Switches ▪ Frequency Control Products ▪ EMI/RFI Filters 7

Aero & Defense Market Sectors Torpedo/Missile Airplane Sonobuoys Hydrophones Relevant Products Control Communications Key Customers ▪ Piezoelectric Components ▪ Transducers ▪ RF Filters ▪ Temperature Sensors ▪ Frequency Control Products 8

Telecom & IT Market Sectors Macro Cell Small Cell Satellite Wireline/ Relevant Products Base Stations Base Stations Communication Network Switching Key Customers ▪ Piezoelectric Components ▪ RF Filters ▪ EMI/RFI Filters ▪ Frequency Control Products ▪ Temperature Sensors 9

End Markets Growing Mid-Single Digits Transportation Industrial Medical Aero & Defense Telecom & IT 7% 4% 9% 18% 62% Goal LV 30-50% 20-30% 10-20% 5-15% 10-20% CV 10-20% SAM $3.4B $2.2B $0.4B $0.9B $1.9B ▪ Booked Business, Share Gains ▪ 3D and textile printing ▪ Medical 3D/4D ultrasound ▪ Hydrophones for sonar ▪ 5G infrastructure build out – applications massive MIMO and small cell ▪ Actuators – Asia/EU customers ▪ Applications in flow, level and ▪ HMI control for medical devices deployment temperature sensing ▪ Military communication ▪ RF Sensing for particulate filters ▪ Wireless pacing and ultrasound- ▪ High-speed wireline networks - $150m SAM by 2025 ▪ Up-integration into sensors based drug delivery ▪ Up-integration into sensors and transducers and transducers ▪ Advanced fingerprint security, ▪ Increased Sensor Content ▪ Increased temperature sensor haptics for mobile device ▪ Industrial automation and IOT needs ▪ Penetration into European applications defense market ▪ Dental and therapeutic ultrasound applications Enhancing Sales And Product Management For Organic Growth 10

Strategic M&A Approach Expand Enhance Broaden Strengthen Product Technology Geographic Customer Range Portfolio Reach Relationships Case Study: Successfully Built Broad Piezoelectric Ceramic Growth Platform Pre 2016 2016 2017 2018+ Bulk Technology Single Crystal Technology Tape Cast Technology Robust Double-Digit Single-Digit Growth Double-Digit Growth Single-Digit Growth Growth Platform SAM : $714M SAM : $968M $1.7B (>2x SAM ) 11

QTI Sensing Solutions Acquisition Company Overview Acquisition Rationale ▪ Founded in 1977, facilities in Boise, ID and Tecate, Mexico ▪ Provides CTS a new core temperature sensing technology ▪ QTI Sensing Solutions is a leading designer and manufacturer ▪ Increases presence in growing industrial, aerospace, of high quality, high performance temperature sensors defense and medical end markets ▪ QTI has a broad product portfolio to measure temperature in ▪ Expands OEM customer base and enables cross-selling gas, liquid or solid mass to ensure equipment performance and reliability ▪ Potential to build a temperature sensing platform ▪ Portfolio includes thermistor and RTD based products with ▪ Global market opportunity of >$1.1 billion temperature sensing capabilities currently range from -200C to +450C Products Applications Customers HVAC & Aerospace & Medical & Precision Refrigeration Defense Instrumentation Pool & Spa Food Service Boilers & Water Heating 12

Balanced Capital Deployment Approach Operating Cash Flow 12-15% of Sales Growth Return Capital to Investment Acquisitions Shareholders ~4% of Sales* 60-80% of Dividends & Buybacks Free Cash Flow 20-40% of Free Cash Flow *4.6% in 2019 3-4% in 2020 Capital Structure Leverage = 1.0x - 2.5x EBITDA Not adjusted for Covid-19 impact 13

Financial Performance Trend Sales Adjusted Earnings Per Share ($ Millions) $470 $469 $1.53 $423 $1.45 $1.23 $1.08 Q3 YTD $103 Actual $0.19 2017 2018 2019 Q1 2020 2017 2018 2019 Q1 2020 Due to ongoing market uncertainties, management has withdrawn its guidance for 2020 14

Financial Framework Long-Term 2012 2019 Target Range Gross Margin 30.0% 33.6% 34-37% SG&A Expense 20.7% 15.0% 13-15% R&D Expense 6.9% 5.5% 5-7% CapEx 2.6% 4.6% ~4%* *3-4% in 2020 Not adjusted for Covid-19 impact Targeting 10% Annual Growth (Organic + Inorganic) 15

Adjusting In Response To Impact Of COVID-19 Actions Adequate Liquidity ▪ Prioritize employee safety at operating sites ▪ Strong cash & debt availability ($ Millions) ▪ Strive to serve customer needs $300 Total Facility ▪ Cost actions to decrease cash burn ‐ Temporary pay reductions $151 ‐ Temporary suspension of 401K match ‐ Plant shutdowns $151 Borrowed ‐ Furloughs ‐ Tightening on all discretionary spend Cash Debt ‐ Board cash compensation reduction ▪ Borrowed $50 million in Q1 2020 to build ▪ Carefully manage inventory, receivables cash buffer ▪ Pursue and win revenue opportunities ▪ Well within debt covenant limits ▪ Continue strengthening M&A pipeline ▪ Continued covenant compliance expected 16

Appendix 17

CTS Core Values 18

Financial Summary ($ Millions, except percentages and Adjusted Diluted EPS) Q1 2020 2019 2018 2017 Net Sales $103.1 $469.0 $470.5 $423.0 Adjusted Gross Margin $32.9 $157.6 $165.0 $145.2 Adjusted Gross Margin % of Sales 31.9% 33.6% 35.1% 34.3% Depreciation and Amortization $6.5 $24.6 $22.5 $20.7 Adjusted EBITDA $15.5 $89.5 $92.1 $80.0 Adjusted EBITDA % of Sales 15.0% 19.1% 19.6% 18.9% Adjusted Diluted EPS $0.19 $1.45 $1.53 $1.23 Operating Cash Flow $11.9 $64.4 $58.2 $58.0 Total Debt / Capitalization 27.6% 19.7% 11.7% 18.2% Note: See Regulation G reconciliations from GAAP to Non-GAAP measures and adjustments. 19

Regulation G Schedules Adjusted Gross Margin ($ Millions, except percentages) Q1 Full Year 2020 2019 2019 2018 2017 Gross margin $ 32.9 $ 40.6 $ 157.6 $ 165.0 $ 140.4 Adjustments to reported gross margin: Pension settlement charge - - - - 4.8 Adjusted gross margin $ 32.9 $ 40.6 $ 157.6 $ 165.0 $ 145.2 Sales $ 103.1 $ 117.6 $ 469.0 $ 470.5 $ 423.0 Adjusted gross margin as a % of sales 31.9% 34.5% 33.6% 35.1% 34.3% 20

Regulation G Schedules Adjusted EBITDA Q1 Full Year ($ Millions, except percentages) 2020 2019 2019 2018 2017 Net earnings $ 3.8 $ 11.4 $ 36.1 $ 46.5 $ 14.4 Depreciation and amortization expense 6.5 5.9 24.6 22.5 20.7 Interest expense 0.9 0.5 2.6 2.1 3.3 Tax expense 2.2 2.9 14.1 11.6 25.8 EBITDA 13.4 20.7 77.5 82.7 64.2 Adjustments to EBITDA: Restructuring charges 0.2 2.1 6.9 4.6 4.1 Loss on sale of facilities, net of expenses - - - - 0.7 Environmental charges - - 2.3 - - Legal settlement - - (0.5) - - Transaction costs - - 0.7 - 0.3 Lease termination charge - - - - 0.1 Costs of tax improvement initiatives - - 0.1 1.2 0.2 Pension settlement charge - - - 1.0 13.4 Non-cash pension expense 0.6 0.2 0.8 - - Foreign currency loss (gain) 1.3 (0.5) 1.8 2.6 (3.0) Total adjustments to EBITDA 2.1 1.9 12.0 9.4 15.8 Adjusted EBITDA $ 15.5 $ 22.5 $ 89.5 $ 92.1 $ 80.0 Sales $ 103.1 $ 117.6 $ 469.0 $ 470.5 $ 423.0 Adjusted EBITDA as a % of sales 15.0% 19.2% 19.1% 19.6% 18.9% 21

Regulation G Schedules Adjusted Diluted EPS Q1 Full Year 2020 2019 2019 2018 2017 Diluted earnings per share $ 0.12 $ 0.34 $ 1.09 $ 1.39 $ 0.43 Tax affected adjustments to reported diluted earnings per share: Restructuring charges - 0.05 0.18 0.12 0.08 Loss on sale of facilities, net of expenses - - - - 0.01 Environmental charges - - 0.05 0.02 - Legal settlement - - (0.01) - - Transaction costs - - 0.02 - 0.01 Costs of tax improvement initiatives - - - 0.03 - Pension settlement charge - - - - 0.26 Non-cash pension expense 0.01 0.01 0.02 - - Foreign currency loss (gain) 0.04 (0.01) 0.05 0.06 (0.07) Increase (decrease) in valuation allowances 0.01 - - (0.03) (0.05) Other discrete tax items 0.01 - 0.05 (0.04) - Tax impact of U.S. tax reform - - - (0.02) 0.54 Tax impact of other foreign taxes - - - - 0.02 Adjusted diluted earnings per share $ 0.19 $ 0.39 $ 1.45 $ 1.53 $ 1.23 Total Debt to Capitalization Q1 As of December 31 ($ Millions, except percentages) 2020 2019 2019 2018 2017 Total debt (A) $ 151.2 $ 50.0 $ 99.7 $ 50.0 $ 76.3 Total shareholders' equity (B) $ 397.5 $ 386.9 $ 405.2 $ 377.9 $ 343.8 Total capitalization (A+B) $ 548.7 $ 436.9 $ 504.9 $ 427.9 $ 420.1 Total debt to capitalization 27.6% 11.4% 19.7% 11.7% 18.2% 22

XML

Cover Document	Apr. 24, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 24, 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