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 29, 2021

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 2.02     Results of Operations and Financial Condition.

On April 29, 2021, CTS Corporation (the "Registrant") issued a press release providing certain results for the quarter ended March 31, 2021, as more fully described in the press release.  A copy of the press release is attached hereto as Exhibit 99.l and is incorporated by reference herein.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.l 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	Description
99.1	Earnings Release dated April 29, 2021
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 29, 2021		CTS CORPORATION
	By:	/s/ Thomas M. White
		Thomas M. White
		Corporate Controller (Principal Accounting Officer)

EX-99.1

	Press Release
April 29, 2021	FOR IMMEDIATE RELEASE

CTS Announces First Quarter 2021 Results

Strong Sales and Earnings despite challenging supply chain environment

Lisle, Ill. - CTS Corporation (NYSE: CTS) today announced first quarter 2021 results.

• Sales were $128.4 million, up 25% year-over-year. Sales to transportation customers increased 23%, and sales to other end markets grew 27%. The Sensor Scientific acquisition added $1.8 million of sales in the first quarter of 2021.

• Net earnings were $12.0 million or $0.37 per diluted share versus $3.8 million or $0.12 per diluted share in the first quarter of last year.

• Adjusted diluted EPS was $0.46, up from $0.19 in the first quarter of 2020.

• Free cash flow was $18.5 million, up from $7.4 million in the first quarter of 2020.

• New business wins were $156 million.

“We achieved strong results in the quarter supported by robust customer demand. I am proud of our global teams for their performance despite significant supply chain headwinds,” said Kieran O’Sullivan, CEO of CTS Corporation. “Our recently acquired business, Sensor Scientific, performed well in the quarter. Our strategic focus is on organic growth and to leverage our strong balance sheet for key acquisitions to drive long term shareholder value.”

2021 Guidance

Management remains mindful of supply chain uncertainties in this pandemic environment and is updating its 2021 guidance for sales from $430 – $490 million to $445 – $500 million, and for adjusted earnings per diluted share from $1.20 – $1.60 to $1.35 – $1.70.

www.ctscorp.com

Conference Call

As previously announced, the Company has scheduled a conference call at 10:00 a.m. (EST) today to discuss the first quarter financial results. The dial-in number is 888-207-0293 (334-323-9869, if calling from outside the U.S.).  The passcode is 303804.  There will be a replay of the conference call available from 1:00 p.m. (EST) on Thursday, April 29, 2021 through 1:00 p.m. (EST) on Thursday, May 13, 2021.  The telephone number for the replay is 888-203-1112 (719-457-0820, if calling from outside the U.S.).  The replay passcode is 1559327. A live audio webcast of the conference call will be available and can be accessed directly from the Investors section of the website of CTS Corporation at www.ctscorp.com.

About CTS

CTS (NYSE: CTS) is a leading designer and manufacturer of products that Sense, Connect, and Move.  The company manufactures sensors, actuators, and electronic components in North America, Europe, and Asia, and provides engineered products to customers in the aerospace/defense, industrial, medical, telecommunications/IT, and transportation markets.

For more information, visit www.ctscorp.com.

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 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. 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.

Contact

Ashish Agrawal

Vice President and Chief Financial Officer

CTS Corporation

4925 Indiana Avenue

Lisle, IL 60532

USA

Telephone: +1 (630) 577-8800

E-mail: ashish.agrawal@ctscorp.com
###

www.ctscorp.com

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OFEARNINGS - UNAUDITED

(In thousands of dollars, except per share amounts)

	Three Months Ended
	March 31,     2021			March 31, 2020
Net sales	$	128,427		$	103,075
Cost of goods sold		85,836			70,176
Gross margin		42,591			32,899
Selling, general and administrative expenses		18,325			16,759
Research and development expenses		5,687			7,408
Restructuring charges		81			240
Operating earnings		18,498			8,492
Other (expense) income:
Interest expense		(555	)		(851	)
Interest income		202			331
Other expense, net		(3,356	)		(1,982	)
Total other expense, net		(3,709	)		(2,502	)
Earnings before income taxes		14,789			5,990
Income tax expense		2,799			2,182
Net earnings	$	11,990		$	3,808
Earnings per share:
Basic	$	0.37		$	0.12
Diluted	$	0.37		$	0.12
Basic weighted – average common shares outstanding:		32,319			32,466
Effect of dilutive securities		301			327
Diluted weighted – average common shares outstanding:		32,620			32,793
Cash dividends declared per share	$	0.04		$	0.04

www.ctscorp.com

CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

	(Unaudited)
	March 31, 2021			December 31, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	103,392		$	91,773
Accounts receivable, net		81,571			80,981
Inventories, net		47,558			45,870
Other current assets		14,115			14,607
Total current assets		246,636			233,231
Property, plant and equipment, net		94,848			97,437
Operating lease assets, net		23,620			23,281
Other Assets
Prepaid pension asset		56,502			56,642
Goodwill		109,468			109,497
Other intangible assets, net		76,931			79,121
Deferred income taxes		24,192			24,250
Other		2,468			2,590
Total other assets		269,561			272,100
Total Assets	$	634,665		$	626,049
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	53,315		$	50,489
Operating lease obligations		3,271			3,294
Accrued payroll and benefits		12,688			12,978
Accrued expenses and other liabilities		37,436			38,171
Total current liabilities		106,710			104,932
Long-term debt		50,000			54,600
Long-term operating lease obligations		23,510			23,163
Long-term pension obligations		7,290			7,466
Deferred income taxes		6,892			7,010
Other long-term obligations		4,547			5,196
Total Liabilities		198,949			202,367
Commitments and Contingencies
Shareholders’ Equity
Common stock		313,008			311,190
Additional contributed capital		39,616			41,654
Retained earnings		549,977			539,281
Accumulated other comprehensive loss		(94,363	)		(95,921	)
Total shareholders’ equity before treasury stock		808,238			796,204
Treasury stock		(372,522	)		(372,522	)
Total shareholders’ equity		435,716			423,682
Total Liabilities and Shareholders’ Equity	$	634,665		$	626,049

www.ctscorp.com

CTS CORPORATION AND SUBSIDIARIES

OTHER SUPPLEMENTAL INFORMATION - UNAUDITED

Earnings Per Share

The following table reconciles GAAP diluted earnings per share to adjusted diluted earnings per share for the Company:

	Three Months Ended
	March 31, 2021		March 31, 2020
GAAP diluted earnings per share	$	0.37	$	0.12
Tax affected charges to reported diluted earnings per share:
Foreign currency loss	0.04			0.04
Non-cash pension expense	0.04			0.01
Environmental charges	0.01			—
Discrete tax items		—		0.02
Adjusted diluted earnings per share	$	0.46	$	0.19

Free Cash Flow

The following table reconciles GAAP operating cash flow to free cash flow for the Company:

	Three Months Ended
(in thousands)	March 31, 2021			March 31, 2020
Net cash provided by operating activities	$	20,110		$	11,927
Capital expenditures		(1,638	)		(4,570	)
Free cash flow	$	18,472		$	7,357

Additional Information

The following table includes other financial information not presented in the preceding financial statements.

	Three Months Ended
(in thousands)	March 31, 2021		March 31, 2020
Depreciation and amortization expense	$	6,800	$	6,532
Stock-based compensation expense	$	1,219	$	228

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 meaningful 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.

www.ctscorp.com

Free cash flow is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net cash provided by operating activities. CTS believes free cash flow is a useful measure of its ability to generate cash.

We recommend that investors consider both actual and adjusted measures in evaluating the performance of CTS with peer companies.

www.ctscorp.com

XML

Cover Document	Apr. 29, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 29, 2021
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