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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): May 3, 2016
CTS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Indiana
(State or other jurisdiction
of incorporation)
1-4639
35-0225010
(Commission File Number)
(1.R.S. Employer Identification No)
1142 W. Beardsley Ave.
Elkhart, Indiana
(Address of principal executive offices)
46514
(Zip Code)
Registrant's Telephone Number, Including Area Code: (574) 523-3800
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 (see General Instruction A.2.):
ritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Act (17 CFR 240.14a12)
2(b) under the Exchange Act ( 17 CFR 240. l 4d2(b))
Act (17 CFR 240.13e-4( c))
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 ending December 31, 2016.
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.
Exhibit
99.1
Description
Investor Presentation dated May 3, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this r
eport to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 3, 2016
CTS CORPORATION
By:
/s/ Ashish Agrawal
Ashish Agrawal
Vice President, Chief Financial Officer
Investor
Presentation
May 2016
Safe Harbor Statement
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 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 forwardlooking statements to reflect new information or events or circumstances that arise after the date hereof,
including market or industry changes.
2
Our Company
Ticker: CTS (NYSE)
2015 Sales: $382 Million
Founded: 1896
Sales by Market:
§ Transportation – 68%
§ Industrial – 14%
§ Information Technology – 4%
§ Defense / Aerospace – 5%
§ Medical – 3%
§ Communications – 3%
Other – 3%
Business: CTS is a leading designer
and manufacturer of sensors,
actuators and electronic components.
Locations: 12 manufacturing locations
throughout North America, Asia and
Europe.
Number of Employees: ~3,000
Globally
Sales by Region:
§ Americas – 55%
§ Asia – 32%
§ Europe – 13%
Note: Sales by market and region based on trailing twelve months sales as of March 31, 2016
3
Our History - 120 Years of Innovation
4
Our New Identity
CTS has been part of the future for
120 years. As technology has
continued to move forward, we’ve
been right alongside, engineering
intelligent ways to meet people’s ever
changing needs.
Today is no different and we continue
to reinvent ourselves by establishing a
new identity. New visuals and
graphics are representative of our
renewed purpose, vision, promise
and value proposition.
Our Purpose:
We’re here to enable an intelligent and
seamless world.
Our Vision:
We aim to be a leading provider of
sensing and motion devices as well as
connectivity components, enabling an
intelligent and seamless world.
Our Promise:
Your Partner in Smart Solutions
Our Value Proposition:
Sense. Connect. Move.
To learn more, visit www.ctscorp.com
5
Our Products
Accelerator Pedals
Sensors
Switches & Controls
EMI/RFI Filters
RF Filters
Timing Components
Micro Actuators
Smart Actuators
Torque Motor Actuator
6
Our Customers
Ind. / Defense
Medical
Other
Transportation
New
European
OEM
Communications
Industrial / IT
Distribution
Industrial / IT
Transportation
7
Diversify End Markets
Targeted End Markets
M
Light Vehicles
Industrial
Medical
Commercial Vehicles
Comm./IT
Aviation/Defense
O
AD
30-50%
20-30%
10-20%
10-20%
10-20%
5-15%
C/IT
CV
M
LV/CV
DA
LV
I
C
I
C/IT
AD
CV
M
EMS Divestiture
Front End Refocus
M
AD IT/O
LV
I
C
I
Organic Growth
Innovation
M&A
LV/CV
New Customers
Regional Expansion
Organic Projects
M&A
Legend:
AD: Aviation/Defense
C: Communications
CV: Commercial Vehicles
I: Industrial
IT: Information Technology
LV: Light Vehicles
M: Medical
O: Others
8
Organic Growth - Focusing on Our Value Proposition
Develop next generation
sensor products
Expanded pedal
applications
Expanded switch and
control product line
Expanded piezo-ceramic
applications and new
technologies:
Low power OCXO
RF monoblock modules and
ClearPlex Waveguide
technology for telecom and
military markets
Broaden portfolio of
distribution products
Leverage current
competencies to expand
actuator portfolio
Expanded piezo-ceramic
applications and new
technologies:
§ Naval sonar buoys
§ Industrial ultrasonic welding
§ Naval sonar buoys
§ Naval hydrophones
§ Miniature medical ultrasound
New Products, New Applications, New Customers
9
Inorganic Growth - Targeted Acquisitions
Expand
Product
Range
Strengthen
Customer
Relationships
Enhance
Technology
Portfolio
Broaden
Geographic
Reach
Disciplined approach to acquisitions:
§
§
§
§
Returns in excess of cost of capital
Accretive to earnings
Maintain balance sheet strength
Synergy opportunities
10
Channel Technologies Group, Advanced Materials Division
(CTG-AM) Acquisition
CTG-AM Overview
§ Founded in 1997 and located in Bolingbrook, IL
§ Is the industry leader for the design and
manufacture of piezoelectric single crystals for
use in the medical and defense industries
§ Is the leading large scale, vertically integrated
manufacturer of single crystals, having
invested heavily in refining proprietary
production processes and equipment
§ Has existing long-term relationships with blue
chip OEM customers
Traditional
Technology
Single Crystal
Technology
2D
3D or 4D
Single crystal technology produces higher quality ultrasound
images (right) compared to traditional technology (left)
Single Crystal Applications
§ Materials are needed for high definition
ultrasound imaging devices, currently the
fastest-growing medical imaging market
§ Other applications include wireless
pacemakers, implantable hearing aids and
defense technologies, among others
Acquisition Rationale
§ Increases CTS’ presence within the growing
medical market, especially in high definition
ultrasound imaging devices
§ Provides intellectual property, trade knowledge
and manufacturing methods, creating
significant barriers to entry and expanding CTS’
product and technology portfolio
§ Aligns with strategy around Sense, Connect and
Move, complementing existing products
11
Filter Sensing Technologies (FST) Acquisition
FST Overview
RF Sensing – DPF/GPF Benefits
§ Start-up founded by two MIT Ph. D.
graduates located in the Boston area
§ Highly accurate direct measurement of
both soot and ash in DPF/GPF
§ Innovative sensing technology that uses a
low power RF signal to measure soot and
ash loading on Diesel Particulate Filters
(DPF) or Gasoline Particulate Filters (GPF)
§ Optimize DPF/GPF to improve efficiency
and reduce ash maintenance
§ Suitable for aftertreatment systems in
Passenger or Commercial Vehicles, diesel
or gasoline.
§ Enable aftertreatment system cost
reduction
Acquisition Rationale
§ Disruptive sensing technology with potential
to become a sensing platform
§ Entry point into aftertreatment applications in
Transportation applications
§ Reduce fuel consumption by optimizing
particulate filter regeneration
§ Potential to integrate on-board diagnostics
function while providing significant value
add
§ Extended filter component life and reduce
warranty claims
§ Potential applications outside transportation
§ Leverages CTS core capabilities
12
Annual Financial Performance Trend
($ Millions except Adjusted Earnings Per Share)
Sales
Adjusted Earnings Per Share
$1.06
$410
+2% to 14%
+2% to 7%
$409
$404
$382
$0.97
$390
$0.93
$0.95
2015
2016E
$0.82
$305
$0.64
2012
2013
2014
2015
2016E
2012
2013
2014
Note 1: Sales are from continuing operations.
Adjusted EPS is as reported.
Note 2: 2016E represents guidance provided on May 3, 2016.
13
New Business Awards
($ Millions)
16% Growth
$560
$484
$299
2Q-4Q
$118
1Q
1Q Not
Reported
2013
2014
2015
2016
14
Improved Cost Structure
§ Manufacturing locations
§
Reduced from 15 to 11, added 1 with March 2016 single crystal acquisition
§
Utilization of best cost manufacturing locations up from ~50% in 2013 to >80%
by 2017 – ~70% at the end of 2015
§ Shift SG&A spend – Increase Sales & Marketing, Optimize G&A
§
Improve presence in Europe and Asia
§
Increase customer intimacy
§
Lean corporate office
§
G&A best cost optimization
§ Continue to fund R&D for growth
§
Closer to customer
§
Best cost optimization
15
Capital Structure
($ Millions except percentages)
Current Capital Structure
Total Debt to Capitalization
$157
$141
$135
$131
$124
Equity 67%
$91
$75
$75
Bank Debt
33%
($200M Facility)
2013
2014
Cash
Net
Debt
$(49)
$(60)
2015
1Q 2016
Debt
$(66)
$10
Change in Cash/Debt in 1Q 2016 due to Single Crystal Acquisition
16
Target Capital Deployment – Disciplined Approach
Operating Cash Flow
12-14% of Sales
Return Capital to
Shareholders
Growth
Investment
~4% of Sales
Acquisitions
60-80% of
Free Cash Flow
Dividends & Buybacks
20-40% of Free Cash Flow
Capital Structure
Leverage = 1.0x - 2.5x EBITDA
17
Appendix
CTS Competitors
Controls
Alps, BI Tech, Bourns, C&K, Diptronics, ECE, Elma, Grayhill, Tocos
EMI/RFI Filters
API Technologies, AVX, Corry Micronics, Ferroperm, Spectrum Conrols, Stelco
Frequency Control
Products
Epson, Mtron, NDK, Rakon, Si Labs, Tai Tien, TEW, Vectron
Pedals
Bosch, Denso, Hella, KSR
Piezoelectric Products
Channel Technology Group, Exelis, Ibule, JFE, Morgan, Murata, NGK/Sumitomo, TDK, TRS
RF Filters
Partron, Shangshin Elecom, UBE
Rotary Actuators
Borg Warner, Continental, Delphi, Denso, Johnson Electric, Minebea, Mitsuba, Mitsubishi
Electric, Valeo
Sensors
Alps, Bourns, Bosch, Continental, Delphi, Sensata, Stoneridge, TT (AB),
Tyco Electronics (TE)
Specialty Capacitors
Kemet, Syfer
Specialty Resistors
BI Tech, Bourns, KOA
Switches
Alps, BI Tech, Bourns, C&K, Diptronics, ECE, Elma, Grayhill, Tocos
Thermal Products
Aavid Thermalloy, Wakefield Vette
Transducers
CTG-AM, Harris/Exelis
19
CTS Core Values
20
Financial Summary
($ Millions, except percentages and Adjusted Diluted EPS)
1Q 2016
2015
2014
2013
2012
2011
$96.7
$382.3
$404.0
$409.5
$304.5
$279.9
Depreciation and Amortization
$4.0
$16.3
$17.0
$17.3
$13.5
$12.1
Adjusted EBITDA
$17.8
$60.9
$66.5
$54.5
$28.6
$29.5
Adjusted EBITDA % of Sales
18.4%
15.9%
16.5%
13.3%
9.4%
10.5%
Adjusted Diluted EPS (As Reported)
$0.26
$0.93
$0.97
$0.82
$0.64
$0.67
Operating Cash Flow
$0.4
$38.6
$32.4
$37.6
$41.7
$22.2
32.9%
24.4%
20.6%
20.2%
36.4%
22.0%
Net Sales
Total Debt / Capitalization
Note 1: See Regulation G reconciliations from GAAP to Non-GAAP measures and adjustments.
Note 2: All figures are from continuing operations except for Adjusted Diluted EPS (As Reported), Operating Cash Flow and Total Debt / Capitalization
21
Regulation G Schedules
Adjusted EBITDA
($ Millions, except percentages)
March 31
2016
2015
2015
2014
Full Year
2013
2011
Net earnings from continuing operations
$
7.9 $
6.3
$
7.0 $
26.5 $
Depreciation and amortization expense
Interest expense
Tax expense
$
$
$
4.0 $
0.8 $
4.1 $
4.1
0.6
2.7
$
$
$
16.3 $
2.6 $
5.3 $
EBITDA from continuing operations
$
16.8 $
13.7
$
31.2 $
Charges (credits) to EBITDA from continuing operations:
Restructuring, restructuring-related, and asset impairment charges
Gain on sale-leaseback
Non-recurring environmental charge
Foreign currency loss
CEO search costs, legal costs, and acquisition-related costs
Total adjustments to reported operating earnings from continuing operations
$
$
$
$
$
$
$
$
$
$
$
$
0.8
0.8
$
$
$
$
$
$
15.2
14.5
29.7
Adjusted EBITDA from continuing operations
$
17.8 $
14.5
$
60.9 $
Sales from continuing operations
$
96.7 $
98.3
$ 382.3 $ 404.0 $ 409.5 $ 304.5 $ 279.9
Adjusted EBITDA as a % of sales from continuing operations
0.2
0.8
1.0
18.4%
14.8%
15.9%
$
$
$
$
$
$
$
13.5 $
11.3
17.0 $
2.3 $
12.8 $
17.3 $
3.3 $
16.1 $
13.5 $
2.6 $
1.0 $
12.1
2.1
1.1
58.6 $
38.6 $
30.5 $
26.5
$
4.5 $
$ (10.3) $
$
$
$
$
$
3.9 $
$ (1.9) $
2.6
0.4
3.0
7.9
7.9
$
$
$
$
$
$
66.5 $
16.5%
2.0
2012
11.8
4.1
15.9
54.5 $
13.3%
28.6 $
9.4%
29.5
10.5%
22
Regulation G Schedules
Adjusted Diluted EPS
March 31
2016
2015
Full Year - From Continuing Operations
2015
2014
2013
2012
2011
Diluted earnings (loss) per share
$
0.24 $
0.19
$
0.21 $
Tax affected charges (credits) to reported diluted earnings per share:
Restructuring, restructuring-related, and asset impairment charges
Gain on sale-leaseback
CEO search costs, legal costs, and acquisition-related costs
EMS divestiture
Non-recurring environmental charge
Foreign currency loss
Tax impact of cash repatriation
Tax asset write-off related to restructuring
Tax impact of U.K. deferred tax asset write-off
Increase in recognition of foreign valuation allowance
Increase in recognition of uncertain tax benefits
Change in treatment of certain foreign taxes
$
$
$
$
$
$
$
$
$
$
$
$
0.01
0.01
-
$
$
$
$
$
$
$
$
$
$
$
$
0.01
-
$ 0.40
$ $ $ $ 0.27
$ $ 0.26
$ $ $ 0.10
$ 0.17
$ (0.48)
Adjusted diluted earnings per share
$
0.26 $
0.20
$
$
$
$
$
$
$
$
$
$
$
$
$
0.93 $
0.78 $
0.06 $
0.18
0.01
-
0.28
0.07
0.31
0.03
-
$
$
$
$
$
$
$
$
$
$
$
$
0.97 $
Full Year - As Reported
2013
2012
2011
0.39 $
0.32
$ (0.12) $
$ 0.10 $
$ (0.23) $
$ 0.09 $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
$ $
0.05
0.01
-
$
$
$
$
$
$
$
$
$
$
$
$
0.28
0.07
0.25
0.31
0.03
-
0.38
$
0.82 $
0.75 $
0.35 $
0.59 $
0.60
$ 0.19 $
$ (0.23) $
$ 0.09 $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
0.06
0.01
-
0.64 $
0.67
Total Debt to Capitalization
($ Millions, except percentages)
March 31
2016
2015
Total shareholders' equity (B)
$ 288.2 $ 293.1
$ 281.7 $ 289.8 $ 296.9 $ 267.8 $ 263.3
Total capitalization (A+B)
$ 429.5 $ 376.3
$ 372.4 $ 364.8 $ 371.9 $ 421.3 $ 337.7
22.1%
90.7 $
24.4%
75.0 $
20.6%
75.0 $ 153.5 $
2011
$ 141.3 $
32.9%
$
As of December 31
2014
2013
2012
Total debt (A)
Total debt to capitalization
83.2
2015
20.2%
36.4%
74.4
22.0%
23