-----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, BQAbUA6owD8o73UKrxmRR3160po/2M+o+rqpIPuoWQaCf3poLd6kCuBEUM1Kq0q9 VrnsqH24O3VYTTdexy9tLQ== 0000026058-97-000011.txt : 19971126 0000026058-97-000011.hdr.sgml : 19971126 ACCESSION NUMBER: 0000026058-97-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970928 FILED AS OF DATE: 19971112 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTS CORP CENTRAL INDEX KEY: 0000026058 STANDARD INDUSTRIAL CLASSIFICATION: 3670 IRS NUMBER: 350225010 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04639 FILM NUMBER: 97714590 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 10-Q 1 1997 3RD Q 10 Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 28, 1997 CTS CORPORATION 905 West Boulevard North Elkhart, Indiana 46514 (219)293-7511 Indiana 1-4639 35-0225010 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) The Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the period that the Company was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. The number of shares of the Company's Common Stock outstanding at November 7, 1997, was 5,264,167. CTS CORPORATION AND SUBSIDIARIES INDEX Page No. PART I -- FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Earnings - For the Three Months and Nine Months Ended September 28, 1997, and September 29, 1996 3 Condensed Consolidated Balance Sheets - As of September 28, 1997, and December 31, 1996 4 Condensed Consolidated Statements of Cash Flows - For the Nine Months Ended September 28, 1997, and September 29, 1996 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-11 PART II -- OTHER INFORMATION Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12-14 SIGNATURES 15 Part I. -- FINANCIAL INFORMATION Item 1. Financial Statements CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS UNAUDITED (In thousands of dollars, except per share amounts)
Three Months Ended Nine Months Ended Sept. 28, Sept. 29, Sept. 28, Sept. 29, 1997 1996 1997 1996 Net sales $89,980 $76,457 $288,731 $240,463 Costs and expenses: Cost of goods sold 64,818 55,731 209,441 178,064 Selling, general and administrative expenses 10,404 9,987 34,270 31,967 Research and development expenses 3,134 2,892 9,183 7,780 Operating earnings 11,624 7,847 35,837 22,652 Other expenses (income): Interest expense 976 337 1,649 1,124 Other (1,594) (521) (2,517) (1,986) Total other (income) (618) (184) (868) (862) Earnings before income taxes 12,242 8,031 36,705 23,514 Income taxes 4,530 2,971 13,581 8,700 Net earnings before equity in Dynamics Corporation of America $ 7,712 $ 5,060 $ 23,124 $ 14,814 Net loss from equity investment in Dynamics Corporation of America* (29) -- (29) -- Net earnings $ 7,683 $ 5,060 $ 23,095 $14,814 Net earnings per share** $ .48 $ .32 $ 1.45 $ .94 Cash dividends declared per share** $ .06 $ .06 $ .18 $ .16 Average common and common equivalent shares outstanding** 15,927,087 15,794,208 15,900,369 15,775,587 * Includes CTS' share of Merger related expenses of $1,213. ** Reflects the 3 for 1 stock split in the form of a stock dividend to shareholders of record on October 24, 1997. See notes to condensed consolidated financial statements.
Part I. -- FINANCIAL INFORMATION CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars) September 28, December 31, 1997 1996* ASSETS (Unaudited) Current Assets Cash $ 49,578 $ 44,957 Accounts receivable, less allowances (1997--$851; 1996--$622) 53,334 43,984 Inventories--Note B 29,901 38,761 Other current assets 5,936 3,787 Deferred income taxes 6,712 6,712 Total current assets 145,461 138,201 Property, Plant and Equipment, less accumulated depreciation (1997--$128,546; 1996--$133,286) 59,726 56,103 Other Assets Investment in DCA--Note D 68,364 Goodwill, less accumulated amortization (1997--$8,868; 1996--$8,361) 3,553 4,039 Prepaid pension 55,309 50,152 Other 2,475 877 Total other assets 129,701 55,068 $334,888 $249,372 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term obligations $ 4,646 2,427 Accounts payable 20,012 17,146 Accrued liabilities 45,150 31,818 Total current liabilities 69,808 51,391 Long-term Obligations--Note C 58,755 11,220 Deferred Income Taxes 16,146 16,146 Postretirement Benefits 4,311 4,383 Shareholders' Equity: Common stock-authorized 8,000,000 shares with- out par value; issued 5,807,031 shares** 33,805 33,540 Retained earnings 164,380 144,112 Cumulative translation adjustment (4) 1,373 198,181 179,025 Less cost of common stock held in treasury: 1997--557,442 shares; 1996--582,075 shares** 12,313 12,793 Total shareholders' equity 185,868 166,232 $334,888 $249,372 * The balance sheet at December 31, 1996, has been derived from the audited financial statements at that date. ** Does not reflect the increase in authorized capitalization to 75,000,000 common shares and 25,000,000 preferred shares on October 16, 1997, and the 3 for 1 stock split in the form of a stock dividend to shareholders of record on October 24, 1997. See notes to condensed consolidated financial statements. Part I. -- FINANCIAL INFORMATION CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (In thousands of dollars) Nine Months Ended September 28, September 29, 1997 1996 Cash flows from operating activities: Net earnings $23,095 $14,814 Depreciation and amortization 11,224 9,552 (Increase) decrease in: Accounts receivable (9,350) (7,043) Inventories 8,860 648 Other current assets (2,149) (1,547) Prepaid pension asset (5,157) (3,897) Other (1,148) (40) Increase in: Accounts payable and accrued liabilities 16,198 8,135 Total adjustments 18,478 5,808 Net cash provided by operating activities 41,573 20,622 Cash flows from investing activities: Proceeds from sale of property, plant and equipment 1,843 724 Capital expenditures (16,115) (13,043) Investment in DCA--Note D (68,364) Net cash used in investing activities (82,636) (12,319) Cash flows from financing activities: Term loan borrowings--Note C 50,000 Credit agreement arrangement fee (937) Payments of long-term obligations (214) (304) Decrease in notes payable (6,685) Dividend payments (2,822) (2,505) Other 531 334 Net cash provided by (used in) financing activities 46,558 (9,160) Effect of exchange rate changes on cash (874) 232 Net increase (decrease) in cash 4,621 (625) Cash at beginning of year 44,957 37,271 Cash at end of period $49,578 $36,646 Supplemental cash flow information Cash paid during the period for: Interest $ 1,302 $ 1,134 Income taxes--net $ 6,804 $ 3,855 See notes to condensed consolidated financial statements. Part I. -- FINANCIAL INFORMATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited, in thousands of dollars, except per share data) September 28, 1997 NOTE A--BASIS OF PRESENTATION The accompanying condensed consolidated interim financial statements have been prepared by CTS Corporation ("CTS" or "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The consolidated interim financial statements should be read in conjunction with the financial statements, notes thereto and other information included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. The accompanying unaudited consolidated interim financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results of operations for the periods presented. The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. NOTE B--INVENTORIES The components of inventory consist of the following: September 28, December 31, 1997 1996 Finished goods $7,475 $ 8,504 Work-in-process 10,992 17,138 Raw material 11,434 13,119 $29,901 $38,761 NOTE C--LONG-TERM OBLIGATIONS The Company, on June 16, 1997, entered into a Credit Agreement with a group of banks which provides financing of up to $125,000. This six-year, unsecured credit facility consists of a $50,000 term loan commitment and a $75,000 revolving credit facility. On June 16, 1997, the Company borrowed $50,000 under the term loan commitment to purchase DCA common stock (See Note D--Subsequent Events). Part I.-- FINANCIAL INFORMATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.) The borrowing rate through March 31, 1998, is LIBOR plus 0.50% with adjustments thereafter. At September 28, 1997, the rate on the term loan was 6.2%. The Company paid an arrangement fee of $937 for this credit facility. There is a commitment fee on the unused portion of the revolving credit facility of 0.175% per annum. The term loan matures on a quarterly basis. These maturities, on an annual basis, are $3,000 in 1998, $5,000 in 1999, $10,000 in 2000, 2001, and 2002, respectively, and $12,000 in 2003. The Credit Agreement contains customary limitations and restrictive financial covenants. The covenants include financial maintenance tests consisting of a leverage ratio, a minimum tangible net worth test and a fixed charge coverage ratio which is the most restrictive of these covenants. The term loan has prepayment provisions if certain events occur. The Company terminated the previously existing $45,000 unsecured revolving credit agreement. NOTE D--SUBSEQUENT EVENTS On October 16, 1997, the Company completed the acquisition of Dynamics Corporation of America ("DCA") pursuant to a merger of DCA and a subsidiary of CTS (the "Merger"). The subsidiary of CTS is the surviving corporation and is wholly owned by the Company. CTS shareholders on October 16, 1997, approved an increase in CTS' authorized capitalization to 75,000,000 common shares and 25,000,000 preferred shares. CTS shareholders also approved a 3 for 1 stock split in the form of a stock dividend to CTS shareholders of record on October 24, 1997. All per share amounts have been restated to reflect the stock split. DCA is a diversified manufacturer of commercial and industrial products. Its six business units manufacture electronic components, mobile vans and transportable shelters for specialized electronic and diagnostic equipment, portable electric housewares and commercial appliances, air distribution equipment, specialized air-conditioning equipment and generator sets. DCA owned 43.9% of the outstanding CTS common stock prior to the Merger. In the Merger approximately 2,624,567 shares of DCA common stock were converted into approximately 2,309,619 CTS common shares. The cost of the acquisition will approximate $241,874 and will be accounted for as a purchase in the fourth quarter of 1997. Results of operations for DCA will be included with those of the Company for periods subsequent to the Merger. For the three-month period ended September 28, 1997, the Company's investment in DCA has been accounted for on the equity method. Part I.-- FINANCIAL INFORMATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont.) The following unaudited pro forma summary is based on a preliminary allocation of the purchase price and presents the consolidated results of operations as if the combination had occurred as of the beginning of the periods presented, and is not necessarily indicative of CTS' operating results that would have occurred had the Merger been consummated as of such dates, or of results which may occur in the future. Nine Months Ended Nine Months Ended September 28, 1997 September 29, 1996 Net sales $391,438 $336,661 Net earnings 20,648 12,736 Net earnings per share $1.30* $.81* * Reflects the 3 for 1 stock split in the form of a stock dividend to shareholders of record on October 24, 1997. In connection with the Merger, 400,000 options to acquire CTS stock were granted to certain officers at $62.50 per share. Pursuant to the terms of the grant, the options vested 100% effective with the Merger. Based on the value of CTS shares on the date of the Merger and the option price of $62.50 per share, a $10.2 million (net of an estimated $6.0 million tax benefit) charge to expense was required to be recorded. The actual tax benefit to be realized will depend on the amounts calculated upon exercise of the options. Part I. -- FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Material Changes in Financial Condition: Comparison of September 28, 1997, to December 31, 1996 The following table highlights significant changes in balance sheet captions and ratios and other information related to liquidity and capital resources: September 28, December 31, Increase 1997 1996 (Decrease) Cash $49,578 $44,957 $4,621 Accounts receivable, net 53,334 43,984 9,350 Inventories, net 29,901 38,761 (8,860) Current assets 145,461 138,201 7,260 Accounts payable 20,012 17,146 2,866 Accrued liabilities 45,150 31,818 13,332 Current liabilities 69,808 51,391 18,417 Working capital 75,653 86,810 (11,157) Current ratio 2.08 2.69 (0.61) Long-term obligations 63,401 13,647 49,754 Net tangible worth 182,315 162,193 20,122 Ratio of long-term obligations to net tangible worth .35 .08 .27 From December 31, 1996, to September 28, 1997, cash of CTS Corporation and its subsidiaries ("CTS" or "Company") increased $4.6 million. The increase in cash reflects decreased working capital, primarily due to decreases in inventories and increased current liabilities during 1997. Capital expenditures were $16.1 million for the first nine months of 1997, compared with $13.0 million for the same period a year earlier. Capital expenditures continued to relate to increased manufacturing capacity, new products and manufacturing improvement programs. The $49.8 million increase in long-term obligations is the result of the $50.0 million term loan borrowing. Part I -- FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Material Changes in Results of Operations: Comparison of Third Quarter 1997 to Third Quarter 1996 The following table highlights changes in significant components of the consolidated statements of earnings for the three-month periods ending September 28, 1997, and September 29, 1996: September 28, September 29, Increase 1997 1996 (Decrease) Net sales $89,980 $76,457 $13,523 Gross earnings 25,162 20,726 4,436 Gross earnings as a percent of sales 27.96% 27.11% 0.85% Selling, general and administrative expenses 10,404 9,987 417 Selling, general and administrative expenses as a percent of sales 11.56% 13.06% (1.50)% Research and development expenses 3,134 2,892 242 Operating earnings 11,624 7,847 3,777 Operating earnings as a percent of sales 12.92% 10.26% 2.66% Interest expense 976 337 639 Earnings before income taxes 12,242 8,031 4,211 Income taxes 4,530 2,971 1,559 Net earnings 7,683 5,060 2,623 Income tax rate 37.00% 37.00% -- Net sales increased by $13.5 million, or 17.7% from the third quarter of 1996. The improvement in sales reflects continued demand for electronic components, particularly for commercial interconnect, microelectronics and automotive products in both domestic and European markets. Gross earnings improved primarily due to the sales and production volume increases, as well as continuing efforts to control manufacturing expenses. Selling, general and administrative expenses as a percent of sales decreased 1.5 percent, indicating the Company continues to emphasize cost control over all operating expenses. Research and development expenses increased by $0.2 million, or 8.4%, primarily due to the continuation of new product development programs, particularly in the automotive product area. The increase in interest expense resulted primarily from the $50.0 million borrowed under the term loan to purchase DCA common shares. Part I -- FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Material Changes in Results of Operations: Comparison of First Nine Months of 1997 to First Nine Months of 1996 The following table highlights changes in significant components of the consolidated statements of earnings for the nine-month periods ending September 28, 1997, and September 29, 1996: September 28, September 29, Increase 1997 1996 (Decrease) Net sales $288,731 $240,463 $48,268 Gross earnings 79,290 62,399 16,891 Gross earnings as a percent of sales 27.46% 25.95% 1.51% Selling, general and administrative expenses 34,270 31,967 2,303 Selling, general and administrative expenses as a percent of sales 11.87% 13.29% (1.42)% Research and development expenses 9,183 7,780 1,403 Operating earnings 35,837 22,652 13,185 Operating earnings as a percent of sales 12.41% 9.42% 2.99% Interest expense 1,649 1,124 525 Earnings before income taxes 36,705 23,514 13,191 Income taxes 13,581 8,700 4,881 Net earnings 23,095 14,814 8,281 Income tax rate 37.00% 37.00% -- For the first nine months of 1997, net sales increased $48.3 million, or 20.1% compared to the first nine months of 1996, as a result of demand for microelectronics, commercial interconnect and automotive products in both domestic and European markets. Gross earnings as a percent of sales have improved by 1.51% over 1996, primarily due to the sales and production volume increases which have favorably affected operating efficiencies, as well as continuing efforts to control manufacturing expenses. Selling, general and administrative expenses have decreased as a percent of sales, which reflects continuing efforts in controlling operating expenses. Research and development expenses have increased by $1.4 million, or 18.0%, during the first nine months of 1997, primarily due to the new product development programs, particularly in automotive products. Part II -- OTHER INFORMATION Item 1. Legal Proceedings CTS is involved in litigation and in other administrative proceedings with government agencies regarding the protection of the environment, and other matters, the results of which are not yet determinable. In the opinion of management, based upon currently available information, adequate provision for anticipated costs has been made, or the ultimate costs resulting from such litigation or administrative proceedings will not materially affect the consolidated financial position of the Company or the results of operations. Item 4. Submission of Matters to a Vote of Security Holders A special meeting of the Shareholders of CTS Corporation was held on October 16, 1997. At that meeting two matters were submitted to a vote of the shareholders: (1) The issuance of common stock pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger") among the Company, a wholly-owned subsidiary of the Company, and Dynamics Corporation of America ("DCA") and related amendments to the Company's Articles of Incorporation; and (2) The grant of employee stock options to certain executive officers of CTS and DCA. Following are the tabulations of the voting results on these issues, on which 4,229,589 shares were entitled to vote and 3,782,012 of such shares were represented at the meeting: Issuance of Common Stock and Related Amendments to the Articles of Incorporation Votes Cast For Votes Cast Against Abstentions 3,709,196 69,545 3,271 Grant of Stock Options Votes Cast For Votes Cast Against Abstentions 3,602,429 124,224 55,359 Item 6. Exhibits and Reports on Form 8-K a. Exhibits (3)(a) Articles of Incorporation, as amended and restated October 16, 1997, (incorporated by reference to Exhibit (3)(a) to the Company's Current Report on Form 8-K, filed October 20, 1997). Part II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (Continued) a. Exhibits (Continued) (3)(b) Bylaws, effective October 16, 1997, (incorporated by reference to Exhibit (3)(b) to the Company's Current Report on Form 8-K, filed October 20, 1997). (10)(a) Employment Agreement, dated as of May 9, 1997, between the Company and Joseph P. Walker (incorporated by reference to Exhibit (c)(2) to the Schedule 14D-1 filed by the Company on May 16, 1997). (10)(b) Prototype indemnification agreement, with Lawrence J. Ciancia, Patrick J. Dorme, Gerald H. Frieling, Jr., Andrew Lozyniak, Joseph P. Walker, Jeannine M. Davis, George T. Newhart and Gary N. Hoipkemier, incorporated by reference to Exhibit (10)(b) to the Company's Annual Report on Form 10-K for 1991). (10)(c) CTS Corporation 1986 Stock Option Plan, approved by the shareholders on May 30, 1986, as amended and restated on May 9, 1997, (incorporated by reference to Exhibit 10(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997). (10)(d) CTS Corporation 1988 Restricted Stock and Cash Bonus Plan approved by the shareholders on April 28, 1989, as amended and restated on May 9, 1997, (incorporated by reference to Exhibit 10(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997). (10)(e) CTS Corporation 1996 Stock Option Plan, approved by the shareholders on April 26, 1996, as amended and restated on May 9, 1997, (incorporated by reference to Exhibit 10(f) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997). (10)(f) Prototype indemnification agreement, with Stanley J. Aris, James L. Cummins, James N. Hufford and Donald R. Schroeder (incorporated by reference to Exhibit (10)(g) to the Company's Annual Report on Form 10-K for 1995). Part II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (Continued) a. Exhibits (Continued) (10)(g) Amended and Restated Agreement and Plan of Merger, dated as of May 9, 1997, and amended and restated on July 17, 1997, and further amended on October 15, 1997, among the Company, CTS First Acquisition Corp., a wholly owned subsidiary of the Company ("Sub"), and DCA [incorporated by reference to Exhibit (c)(6) to Amendment No. 3 to the Schedule 13D filed by the Company in respect of DCA on July 18, 1997, (the "Schedule 13-D") and Exhibit 2(a) to the Company's Current Report on Form 8-K, filed October 20, 1997]. (10)(h) Shareholders Agreement, dated as of July 17, 1997, among the Company, Sub, WHX Corporation ("WHX") and SB Acquisition Corp., a subsidiary of WHX (incorporated by reference to Exhibit (c)(7) to the Schedule 13-D). (10)(I) Employment Agreement, dated as of May 9, 1997, between the Company and Andrew Lozyniak (incorporated by reference to Exhibit 10.5 of DCA's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, (the "DCA 10-Q"). (10)(j) Employment Agreement, dated as of May 9, 1997, between the Company and Patrick J. Dorme (incorporated by reference to the DCA 10-Q). (10)(k) Employment Agreement, dated as of May 9, 1997, between the Company and Henry V. Kensing (incorporated by reference to the DCA 10-Q). (10)(l) The Form of Severance Agreement, dated April 11, 1997, between the Company and certain officers of the Company (incorporated by reference to Exhibit (a)(99) of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1997) and amendment thereto, dated May 9, 1997, (incorporated by reference to Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 1997. (21) Subsidiaries as of October 16, 1997, filed herewith. (27) Financial Data Schedule (filed only electronically with the SEC). b. Reports on Forms 8-K Announcement that the Effective Time for the Merger had occurred on October 16, 1997, and describing related events; filed October 20, 1997. 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 thereunto duly authorized. 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 thereunto duly authorized. CTS CORPORATION CTS CORPORATION /s/ Jeannine M. Davis /s/ Stanley J. Aris Jeannine M. Davis Stanley J. Aris Vice President, Secretary Vice President Finance and General Counsel and Chief Financial Officer Dated: November 12, 1997 EXHIBIT 21 CTS CORPORATION AND SUBSIDIARIES CTS Corporation (Registrant), an Indiana corporation Subsidiaries CTS Corporation (Delaware), a Delaware corporation CTS of Panama, Inc., a Republic of Panama corporation CTS Components Taiwan, Ltd.,1 a Taiwan, Republic of China corporation CTS Singapore Pte., Ltd., a Republic of Singapore corporation CTS Electro de Matamoros, S.A.,1 a Republic of Mexico corporation CTS Export Corporation, a Virgin Islands corporation CTS Japan, Inc., a Japan corporation CTS of Canada, Ltd., a Province of Ontario (Canada) corporation CTS Manufacturing (Thailand) Ltd.,1 a Thailand corporation CTS Electronics Hong Kong Ltd.,* a Hong Kong corporation CTS Corporation U.K. Ltd., a United Kingdom corporation CTS Printex, Inc., a California corporation CTS Micro Peripherals, Inc., a California corporation Dynamics Corporation of America, a New York corporation International Electronic Research Corporation, a California corporation LTB Investment Corporation, a Delaware corporation Corporations whose names are indented are subsidiaries of the preceding non-indented corporations. Except as indicated, each of the above subsidiaries is wholly-owned by its parent company. Operations of all subsidiaries and divisions are consolidated in the financial statements filed, except Dynamics Corporation of America, which has been included using the equity method of accounting. * Less than 1% of the outstanding shares of stock is owned of record by nominee shareholders pursuant to national laws regarding resident or nominee ownership. EX-27 2
5 1,000 9-MOS DEC-31-1997 JUN-30-1997 SEP-28-1997 49,578 0 53,334 851 29,901 145,461 188,272 128,546 334,888 69,808 0 0 0 33,805 152,063 334,888 89,980 89,980 64,818 78,356 (1,594) 0 976 12,242 4,530 7,712 0 0 0 7,683 .48 .48
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