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): October 27, 2014
CTS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Indiana |
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1-4639 |
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35-0225010 |
(State or Other Jurisdiction of |
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(Commission File |
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(I.R.S. Employer Identification No.) |
1142 West Beardsley Ave. |
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46514 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (574) 523-3800
905 West Boulevard North, Elkhart, Indiana
(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.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 27, 2014, CTS Corporation (the Registrant) issued a press release providing certain results for the quarterly period ended September 28, 2014, as more fully described in the press release. A copy of the press release is attached hereto as Exhibit 99.1 and is 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 (the Exchange Act) 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 filing made by the Registrant under the Securities Act of 1933 or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Exhibit Description |
99.1 |
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Press Release dated October 27, 2014 |
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.
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CTS CORPORATION | |
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By: |
/s/ Robert J. Patton |
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Name: |
Robert J. Patton |
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Title: |
Vice President, General |
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Counsel and Secretary |
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Date: October 27, 2014 |
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Exhibit 99.1
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newsrelease |
CTS CORPORATION Elkhart, Indiana 46514 · 574-523-3800 |
October 27, 2014
FOR RELEASE: Immediately
CTS ANNOUNCES THIRD QUARTER 2014 RESULTS
Adjusted EPS of $0.29
Continued progress on growth initiatives
Elkhart, IN. . .CTS Corporation (NYSE: CTS) today announced third quarter 2014 results:
· Revenues were $100.0 million, down 3.6% compared to revenues from continuing operations in third quarter of 2013.
· GAAP earnings were $8.1 million, or $0.24 per diluted share, compared to $5.1 million, or $0.16 per diluted share, from continuing operations in the third quarter of 2013.
· Adjusted EPS was $0.29 versus $0.18 from continuing operations in third quarter of 2013.
Third quarter sales to automotive customers declined 3.1% year-over-year. Prior year sales to automotive customers included $3.9 million for a special one-time order. Excluding this order, sales to automotive customers were up 2.9% in the third quarter of 2014 compared to the third quarter of 2013. Sales of electronic components declined 4.5% year-over-year, however, they increased 2.5% sequentially from second quarter of 2014. CTS received $88 million of new business wins in the third quarter and has won $313 million in new business awards year-to-date.
The CTS team continues to work diligently to strengthen our operating efficiency and deliver strong earnings, said Kieran OSullivan, CEO of CTS Corporation. Our strategy to invest in sales and marketing as well as in research and development is on track. We are making progress in our efforts to win business with existing and new customers, OSullivan continued.
Management expects to end the year at the low end of guidance ranges for both sales, $400 to $415 million, and adjusted earnings per diluted share, $0.96 to $1.02.
Conference Call
As previously announced, the Company has scheduled a conference call on Tuesday, October 28, 2014 at 11:00 a.m. (EDT). The dial-in number for the conference call is 888-466-4462 (719-325-2428, if calling from outside the U.S.). The conference I.D. number is 9675983. There will be a replay of the conference call from 2:00 p.m. (EDT) on Tuesday, October 28, 2014 through 2:00 p.m. (EDT) on Tuesday, November 4, 2014. The telephone number for the replay is 888-203-1112 (719-457-0820, if calling from outside the U.S.). The access code is 9675983. Also, please note that a live audio webcast of the conference call will be available and can be accessed directly from the website of CTS Corporation www.ctscorp.com.
About CTS
CTS is a leading designer and manufacturer of electronic components and sensors to OEMs in the automotive, communications, medical, defense and aerospace, industrial and computer markets. CTS manufactures products in North America, Europe and Asia. CTS stock is traded on the NYSE under the ticker symbol CTS.
Safe Harbor
This document 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 managements 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 or other events; the ability to protect our intellectual property; pricing pressures and demand for our products; 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 the 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.
Contact: |
Ashish Agrawal, Vice President and Chief Financial Officer |
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CTS Corporation, 905 West Boulevard North, Elkhart, IN 46514 |
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Telephone 574-523-3800 |
CTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - UNAUDITED
(In thousands, except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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September 28, |
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September 29, |
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September 28, |
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September 29, |
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2014 |
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2013 |
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2014 |
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2013 |
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Net sales |
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$ |
99,957 |
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$ |
103,632 |
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$ |
303,643 |
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$ |
307,075 |
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Costs and expenses: |
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Cost of goods sold |
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67,458 |
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71,631 |
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206,706 |
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215,888 |
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Selling, general and administrative expenses |
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13,899 |
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17,829 |
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43,353 |
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52,662 |
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Research and development expenses |
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5,807 |
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5,718 |
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16,765 |
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17,741 |
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Restructuring charge |
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1,570 |
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901 |
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4,806 |
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8,107 |
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Operating earnings |
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11,223 |
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7,553 |
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32,013 |
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12,677 |
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Other (expense) income: |
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Interest expense |
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(568 |
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(818 |
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(1,763 |
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(2,782 |
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Interest income |
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707 |
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441 |
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1,959 |
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1,300 |
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Other income (expense) |
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562 |
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490 |
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(1,618 |
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381 |
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Total other income (expense) |
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701 |
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113 |
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(1,422 |
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(1,101 |
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Earnings from continuing operations before income taxes |
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11,924 |
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7,666 |
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30,591 |
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11,576 |
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Income tax expense |
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3,807 |
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2,551 |
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11,033 |
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13,727 |
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Earnings (loss) from continuing operations |
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8,117 |
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5,115 |
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19,558 |
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(2,151 |
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Discontinued operations |
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Earnings from discontinued operations, net of tax |
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1,704 |
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1,203 |
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Net earnings (loss) |
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$ |
8,117 |
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$ |
6,819 |
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$ |
19,558 |
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$ |
(948 |
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Net earnings (loss) per share: |
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Basic |
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Continuing operations |
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$ |
0.24 |
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$ |
0.16 |
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$ |
0.58 |
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$ |
(0.06 |
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Discontinued operations |
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0.04 |
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0.03 |
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Net earnings (loss) attributable to CTS Corporation |
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$ |
0.24 |
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$ |
0.20 |
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0.58 |
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$ |
(0.03 |
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Diluted |
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Continuing operations |
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$ |
0.24 |
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$ |
0.16 |
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0.57 |
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$ |
(0.06 |
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Discontinued operations |
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0.05 |
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0.03 |
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Net earnings (loss) attributable to CTS Corporation |
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$ |
0.24 |
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$ |
0.21 |
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0.57 |
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$ |
(0.03 |
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Cash dividends declared per share |
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$ |
0.040 |
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$ |
0.035 |
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$ |
0.120 |
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$ |
0.105 |
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Average common shares outstanding: |
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Basic |
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33,599 |
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33,696 |
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33,683 |
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33,603 |
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Diluted |
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34,107 |
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34,331 |
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34,198 |
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33,603 |
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CTS CORPORATION AND SUBSIDIARIES
OTHER SUPPLEMENTAL INFORMATION
Earnings / (Loss) per Share
The following table reconciles GAAP earnings per share to adjusted earnings per share for CTS:
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Three Months Ended |
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Nine Months Ended |
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September 28, |
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September 29, |
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September 28, |
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September 29, |
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2014 |
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2013 |
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2014 |
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2013 |
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GAAP Earnings (loss) per share from continuing operations |
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$ |
0.24 |
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$ |
0.16 |
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$ |
0.57 |
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$ |
(0.06 |
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Tax affected charges to reported diluted earnings / (loss) per share: |
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Restructuring and related charges |
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0.05 |
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0.01 |
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0.15 |
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0.18 |
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CEO transition costs |
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0.01 |
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0.04 |
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Tax impact of cash repatriation |
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0.32 |
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Tax asset write-off related to restructuring |
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0.01 |
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0.03 |
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Adjusted earnings per share |
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$ |
0.29 |
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$ |
0.18 |
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$ |
0.73 |
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$ |
0.51 |
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Additional Information
The following table includes other financial information not presented in the preceding financial statements.
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Three Months Ended |
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Nine Months Ended |
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September 28, |
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September 29, |
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September 28, |
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September 29, |
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$ In thousands |
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2014 |
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2013 |
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2014 |
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2013 |
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Expense |
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Depreciation and Amortization |
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$ |
4,321 |
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$ |
5,321 |
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$ |
12,722 |
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$ |
16,677 |
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Equity Based Compensation |
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$ |
660 |
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$ |
660 |
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$ |
1,839 |
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$ |
3,141 |
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OTHER SUPPLEMENTAL INFORMATION
(continued)
Non-GAAP Financial Measures
Adjusted earnings per share is a non-GAAP financial measure. The most directly comparable GAAP financial measure is diluted earnings per share.
CTS adjusts for these items because they are discrete events which have a significant impact on comparable GAAP financial measures and could distort an evaluation of our normal operating performance.
CTS uses an adjusted earnings per share measure to evaluate overall performance, establish plans and perform strategic analysis. Using this measure avoids distortion in the evaluation of operating results by eliminating the impact of events which are not related to normal operating performance. Because this measure is based on the exclusion or inclusion 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 this measure is useful to its management, investors and stakeholders in that it:
· provides a truer measure of CTS operating performance,
· reflects the results used by management in making decisions about the business, and
· helps review and project CTS performance over time.
We recommend that investors consider both actual and adjusted measures in evaluating the performance of CTS with peer companies.
CTS Corporation and Subsidiaries
Condensed Consolidated Balance Sheets - Unaudited
(In thousands of dollars)
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September 28, |
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December 31, |
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2014 |
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2013 |
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Cash and cash equivalents |
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$ |
130,884 |
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$ |
124,368 |
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Accounts receivable, net |
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63,093 |
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62,667 |
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Inventories |
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29,908 |
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32,226 |
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Other current assets |
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20,569 |
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17,008 |
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Total current assets |
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244,454 |
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236,269 |
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Property, plant and equipment, net |
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74,157 |
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74,869 |
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Other Assets |
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Prepaid pension asset |
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66,112 |
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56,396 |
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Goodwill |
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32,047 |
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32,047 |
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Indefinite-lived intangible asset |
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690 |
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690 |
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Other intangible assets, net |
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36,967 |
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40,092 |
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Deferred income taxes |
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32,963 |
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38,620 |
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Other |
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1,372 |
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1,282 |
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Total other assets |
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170,151 |
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169,127 |
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Total Assets |
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$ |
488,762 |
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$ |
480,265 |
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Accounts payable |
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$ |
45,405 |
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$ |
47,052 |
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Accrued payroll and benefits |
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11,485 |
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20,822 |
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Accrued liabilities |
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27,405 |
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27,246 |
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Total current liabilities |
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84,295 |
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95,120 |
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Long-term debt |
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80,300 |
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75,000 |
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Post retirement obligations |
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7,193 |
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7,935 |
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Other long-term obligations |
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5,455 |
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5,481 |
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Shareholders equity |
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Common stock |
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299,762 |
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297,164 |
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Additional contributed capital |
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38,666 |
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39,631 |
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Retained earnings |
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374,515 |
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358,997 |
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Accumulated other comprehensive loss |
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(79,174 |
) |
(81,897 |
) | ||
Total shareholders equity before treasury stock |
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633,769 |
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613,895 |
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Treasury stock |
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(322,250 |
) |
(317,166 |
) | ||
Total shareholders equity |
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311,519 |
|
296,729 |
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Total Liabilities and Shareholders Equity |
|
$ |
488,762 |
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$ |
480,265 |
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