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):  October 29, 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)

☐ oliciting 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 October 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: October 29, 2020		CTS CORPORATION
	By:	/s/ William M. Cahill
		William M. Cahill
		Chief Accounting Officer
		(Principal Accounting Officer)

EX-99.1

October 2020 Investor Presentation

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. Forward Looking Statements

Solid Foundation With Opportunities For Growth Sales/Technical Office Manufacturing Facility Note: Sales by region and end market based on trailing twelve months sales as of September 30, 2020 We aim to be a leading provider of sensing and motion devices as well as connectivity components, enabling an intelligent and seamless world. Transportation Industrial Aero & Defense Medical Telecom & IT $416 Million Europe 13% North America 57% Asia 30%

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

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

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

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

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

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

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

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

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

Financial Performance Trend Adjusted Earnings Per Share Sales ($ Millions) Due to ongoing market uncertainties, management has withdrawn its guidance for 2020

Financial Framework 2012 2019 Long-Term 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% Targeting 10% Annual Growth (Organic + Inorganic) Not adjusted for Covid-19 impact

Adjusting In Response To Impact Of COVID-19 Adequate Liquidity Strong cash & debt availability ($ Millions) $300 $132 $106 Borrowed Total Facility Borrowed $50 million in Q1 2020 to build cash buffer Well within debt covenant limits Continued covenant compliance expected Actions Prioritize employee safety at operating sites Strive to serve customer needs Cost actions to decrease cash burn Temporary pay reductions, furloughs Temporary suspension of 401K match Tightening on all discretionary spend Board cash compensation reduction Restructuring plan Consolidate sites, optimize operating costs Cost – $10-$12 million Savings – $0.22-$0.26/year in EPS by 2H 2022 Carefully manage inventory, receivables Pursue and win revenue opportunities Continue strengthening M&A pipeline

Appendix

CTS Core Values

($ Millions, except percentages and Adjusted Diluted EPS) Financial Summary Note: See Regulation G reconciliations from GAAP to Non-GAAP measures and adjustments. Net Sales Adjusted Diluted EPS Operating Cash Flow Total Debt / Capitalization Depreciation and Amortization Adjusted EBITDA Adjusted EBITDA % of Sales Adjusted Gross Margin Adjusted Gross Margin % of Sales 2017 $423.0 $1.23 $58.0 18.2% $20.7 $80.0 18.9% $145.2 34.3% 2018 $470.5 $1.53 $58.2 11.7% $22.5 $92.1 19.6% $165.0 35.1% 2019 $469.0 $1.45 $64.4 19.7% $24.6 $89.5 19.1% $157.6 33.6% Q3 YTD 2020 $301.0 $0.69 $49.3 20.4% $19.8 $51.2 17.0% $96.4 32.0%

Regulation G Schedules ($ Millions, except percentages) Adjusted Gross Margin 2020 2019 2020 2019 2019 2018 2017 Gross margin 36.9 $ 37.1 $ 96.4 $ 118.9 $ 157.6 $ 165.0 $ 140.4 $ Adjustments to reported gross margin: Pension settlement charge - - - - - - 4.8 Adjusted gross margin 36.9 $ 37.1 $ 96.4 $ 118.9 $ 157.6 $ 165.0 $ 145.2 $ Sales 113.8 $ 115.7 $ 301.0 $ 354.0 $ 469.0 $ 470.5 $ 423.0 $ Adjusted gross margin as a % of sales 32.4% 32.0% 32.0% 33.6% 33.6% 35.1% 34.3% Full Year Q3 Year-to-Date

Regulation G Schedules ($ Millions, except percentages) Adjusted EBITDA 2020 2019 2020 2019 2019 2018 2017 Net earnings 11.1 $ 2.7 $ 19.7 $ 26.1 $ 36.1 $ 46.5 $ 14.4 $ Depreciation and amortization expense 6.7 6.1 19.8 18.0 24.6 22.5 20.7 Interest expense 0.9 0.8 2.6 1.7 2.6 2.1 3.3 Tax expense 3.2 4.5 6.4 11.3 14.1 11.6 25.8 EBITDA 21.8 14.1 48.6 57.2 77.5 82.7 64.2 Adjustments to EBITDA: Restructuring charges 1.0 2.3 1.4 5.3 6.9 4.6 4.1 Loss on sale of facilities, net of expenses - - - - - - 0.7 Environmental charges 0.5 - 1.3 - 2.3 - - Legal settlement - - - - (0.5) - - Transaction costs - 0.7 - 0.7 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 1.9 0.6 0.8 - - Foreign currency (gain) loss (2.3) 2.5 (1.9) 2.8 1.8 2.6 (3.0) Total adjustments to EBITDA (0.2) 5.7 2.6 9.5 12.0 9.4 15.8 Adjusted EBITDA 21.6 $ 19.8 $ 51.2 $ 66.7 $ 89.5 $ 92.1 $ 80.0 $ Sales 113.8 $ 115.7 $ 301.0 $ 354.0 $ 469.0 $ 470.5 $ 423.0 $ Adjusted EBITDA as a % of sales 19.0% 17.1% 17.0% 18.8% 19.1% 19.6% 18.9% Full Year Q3 Year-to-Date

Regulation G Schedules Adjusted Diluted EPS ($ Millions, except percentages) Total Debt to Capitalization 2020 2019 2020 2019 2019 2018 2017 Diluted earnings per share 0.34 $ 0.08 $ 0.61 $ 0.79 $ 1.09 $ 1.39 $ 0.43 $ Tax affected adjustments to reported diluted earnings per share: Restructuring charges 0.03 0.06 0.04 0.13 0.18 0.12 0.08 Loss on sale of facilities, net of expenses - - - - - - 0.01 Environmental charges 0.01 - 0.03 - 0.05 0.02 - Legal settlement - - - - (0.01) - - Transaction costs - 0.01 - 0.01 0.02 - 0.01 Costs of tax improvement initiatives - - - - - 0.03 - Pension settlement charge - - - - - - 0.26 Non-cash pension expense 0.01 - 0.04 0.01 0.02 - - Foreign currency (gain) loss (0.07) 0.08 (0.06) 0.08 0.05 0.06 (0.07) Other discrete tax items 0.02 0.06 0.03 0.06 0.05 (0.07) (0.05) Tax impact of U.S. tax reform - - - - - (0.02) 0.54 Tax impact of other foreign taxes - - - - - - 0.02 Adjusted diluted earnings per share 0.34 $ 0.29 $ 0.69 $ 1.08 $ 1.45 $ 1.53 $ 1.23 $ Full Year Year-to-Date Q3 2020 2019 2019 2018 2017 Total debt (A) 106.3 $ 112.7 $ 99.7 $ 50.0 $ 76.3 $ Total shareholders' equity (B) 414.0 $ 395.2 $ 405.2 $ 377.9 $ 343.8 $ Total capitalization (A+B) 520.3 $ 507.9 $ 504.9 $ 427.9 $ 420.1 $ Total debt to capitalization 20.4% 22.2% 19.7% 11.7% 18.2% As of December 31 Q3

XML

Cover Document	Oct. 29, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 29, 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