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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): October 26, 2023 |
CTS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Indiana |
1-4639 |
35-0225010 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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4925 Indiana Avenue |
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Lisle, Illinois |
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60532 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (630) 577-8800 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, no par value |
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CTS |
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The 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 October 26, 2023, CTS Corporation (the "Registrant") issued a press release providing certain results for the third quarter ended September 30, 2023, 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, as amended (the “Exchange Act” ) or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into any filing made by the Registrant under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
As disclosed in the press release furnished as Exhibit 99.1, the Registrant will hold a live web cast on October 26, 2023, relating to the Registrant’s financial results for the third quarter ended September 30, 2023. A copy of the slides to be presented during the Registrant’s web cast and discussed in the conference call relating to such financial results is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
By filing this Current Report on Form 8-K and furnishing the information contained herein, the Registrant 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 Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into any filing made by the Registrant under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
99.1 |
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99.2 |
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Slides of CTS Corporation, 3rd Quarter 2023, dated October 26, 2023 |
104 |
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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 26, 2023 |
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CTS CORPORATION |
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By: |
/s/ Thomas M. White |
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Thomas M. White |
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Corporate Controller
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Exhibit 99.1
October 26, 2023 |
FOR IMMEDIATE RELEASE |
CTS Announces Third Quarter 2023 Results
Navigating Near-term Challenges while Maintaining Focus on Long-term Strategy
Lisle, Ill. - CTS Corporation (NYSE: CTS), a leading global designer and manufacturer of custom engineered solutions that “Sense, Connect and Move,” today announced third quarter 2023 results.
“We managed through a challenging operating environment in the third quarter, with continued headwinds in industrial end markets and distribution weighing on our results,” said Kieran O’Sullivan, CEO of CTS Corporation. “We are continuing to advance our long-term strategy and secured several wins in both electrification and non-transportation markets during the quarter. Our teams remain focused on driving operational improvements to strengthen profitability as we manage near-term challenges and generate sustained value for all stakeholders.”
Third Quarter 2023 Results
2023 Guidance
As a result of continued headwinds in industrial and distribution end markets, recent softness in the commercial vehicle market and the UAW strike, CTS is updating its guidance of sales from the range of $565 – $585 million to $545 - $555 million, and adjusted diluted EPS from the range of $2.20 – $2.40 to $2.15 – $2.25.
CTS does not provide reconciliations of forward-looking non-GAAP financial measures, such as estimated adjusted diluted earnings per share, to the most comparable GAAP financial measures on a forward-looking basis because CTS is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, restructuring costs, environmental remediation costs, acquisition-related costs, foreign exchange rates and other non-routine costs. Each of such adjustments has not yet occurred, are out of CTS' control and/or cannot be reasonably predicted. For the same reasons, CTS is unable to address the probable significance of the unavailable information.
www.ctscorp.com
Conference Call and Supplemental Materials
As previously announced, the Company has scheduled a conference call for 10:00 a.m. (EDT) today. The dial-in number for the U.S. and Canada is 833-470-1428 (+1 929-526-1599, if calling from outside the U.S. and Canada). The passcode is 224664. In addition, the Company will be using a supplemental slide presentation that will be referred to during the call. The presentation and a live audio webcast of the conference call will be available and can be accessed directly from CTS’ website at https://www.ctscorp.com/investors/events-presentations/.
About CTS
CTS Corporation (NYSE: CTS) is a leading designer and manufacturer of products that Sense, Connect and Move. CTS manufactures sensors, actuators and electronic components in North America, Europe and Asia, and provides engineered products to customers in the aerospace/defense, industrial, medical 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 CTS’ 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: supply chain disruptions; changes in the economy generally, including inflationary and/or recessionary conditions, and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the results of actions to reposition CTS’ business; rapid technological change; general market conditions in the transportation, as well as conditions in the industrial, aerospace and defense, and medical markets; reliance on key customers; unanticipated public health crises (including the effect of the COVID-19 pandemic on CTS’ business, results of operations or financial condition), natural disasters or other events; environmental compliance and remediation expenses; the ability to protect CTS’ intellectual property; pricing pressures and demand for CTS’ products; and risks associated with CTS’ international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks (including, without limitation, the potential impact U.S./China relations and the conflict between Russia and Ukraine may have on our business, results of operations and financial condition). Many of these, and other risks and uncertainties, are discussed in further detail in Item 1A. of CTS’ most recent Annual Report on Form 10-K and other filings made with the SEC. CTS undertakes no obligation to publicly update CTS’ 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 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532 USA
+1 (630) 577-8800
ashish.agrawal@ctscorp.com
www.ctscorp.com
CTS CORPORATION AND SUBSIDIARIES
(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, |
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September 30, |
|
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September 30, |
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September 30, |
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Net sales |
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$ |
134,552 |
|
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$ |
151,911 |
|
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$ |
425,728 |
|
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$ |
444,588 |
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Cost of goods sold |
|
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88,151 |
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98,565 |
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|
|
276,933 |
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|
|
285,054 |
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Gross margin |
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46,401 |
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|
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53,346 |
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|
|
148,795 |
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|
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159,534 |
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Selling, general and administrative expenses |
|
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18,666 |
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|
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24,003 |
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64,339 |
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|
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68,029 |
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Research and development expenses |
|
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6,321 |
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|
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6,207 |
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19,628 |
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18,695 |
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Restructuring charges |
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3,226 |
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|
492 |
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6,033 |
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1,434 |
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Operating earnings |
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18,188 |
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22,644 |
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58,795 |
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71,376 |
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Other (expense) income: |
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|
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Interest expense |
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(997 |
) |
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(342 |
) |
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(2,509 |
) |
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(1,490 |
) |
Interest income |
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|
952 |
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|
167 |
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3,087 |
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|
610 |
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Other income (expense), net |
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594 |
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(5,171 |
) |
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(1,847 |
) |
|
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(10,530 |
) |
Total other income (expense), net |
|
|
549 |
|
|
|
(5,346 |
) |
|
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(1,269 |
) |
|
|
(11,410 |
) |
Earnings before income taxes |
|
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18,737 |
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|
|
17,298 |
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|
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57,526 |
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59,966 |
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Income tax expense |
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4,766 |
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|
5,500 |
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12,314 |
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|
|
15,331 |
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Net earnings |
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$ |
13,971 |
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$ |
11,798 |
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$ |
45,212 |
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$ |
44,635 |
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Earnings per share: |
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Basic |
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$ |
0.45 |
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$ |
0.37 |
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$ |
1.44 |
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$ |
1.39 |
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Diluted |
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$ |
0.44 |
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$ |
0.37 |
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$ |
1.43 |
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$ |
1.38 |
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Basic weighted – average common shares outstanding: |
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31,302 |
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|
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31,865 |
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|
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31,474 |
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|
|
32,018 |
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Effect of dilutive securities |
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209 |
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225 |
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|
216 |
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220 |
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Diluted weighted – average common shares outstanding: |
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31,511 |
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32,090 |
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31,690 |
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32,238 |
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Cash dividends declared per share |
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$ |
0.04 |
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$ |
0.04 |
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$ |
0.12 |
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$ |
0.12 |
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www.ctscorp.com
CTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
|
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(Unaudited) |
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December 31, 2022 |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
160,112 |
|
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$ |
156,910 |
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Accounts receivable, net |
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89,556 |
|
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|
90,935 |
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Inventories, net |
|
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65,384 |
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|
62,260 |
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Other current assets |
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19,272 |
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|
15,655 |
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Total current assets |
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334,324 |
|
|
|
325,760 |
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Property, plant and equipment, net |
|
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92,880 |
|
|
|
97,300 |
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Operating lease assets, net |
|
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27,545 |
|
|
|
22,702 |
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Other Assets |
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|
|
|
|
|
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Goodwill |
|
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154,130 |
|
|
|
152,361 |
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Other intangible assets, net |
|
|
103,828 |
|
|
|
108,053 |
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Deferred income taxes |
|
|
23,725 |
|
|
|
23,461 |
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Other |
|
|
17,530 |
|
|
|
18,850 |
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Total other assets |
|
|
299,213 |
|
|
|
302,725 |
|
Total Assets |
|
$ |
753,962 |
|
|
$ |
748,487 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
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|
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Current Liabilities |
|
|
|
|
|
|
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Accounts payable |
|
$ |
49,848 |
|
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$ |
53,211 |
|
Accrued payroll and benefits |
|
|
13,330 |
|
|
|
20,063 |
|
Operating lease obligations |
|
|
4,444 |
|
|
|
3,936 |
|
Accrued expenses and other liabilities |
|
|
35,804 |
|
|
|
35,322 |
|
Total current liabilities |
|
|
103,426 |
|
|
|
112,532 |
|
Long-term debt |
|
|
76,665 |
|
|
|
83,670 |
|
Long-term operating lease obligations |
|
|
26,016 |
|
|
|
21,754 |
|
Long-term pension obligations |
|
|
4,963 |
|
|
|
5,048 |
|
Deferred income taxes |
|
|
15,288 |
|
|
|
16,010 |
|
Other long-term obligations |
|
|
4,937 |
|
|
|
3,249 |
|
Total Liabilities |
|
|
231,295 |
|
|
|
242,263 |
|
Commitments and Contingencies |
|
|
|
|
|
|
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Shareholders’ Equity |
|
|
|
|
|
|
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Common stock |
|
|
319,125 |
|
|
|
316,803 |
|
Additional contributed capital |
|
|
44,718 |
|
|
|
46,144 |
|
Retained earnings |
|
|
588,144 |
|
|
|
546,703 |
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Accumulated other comprehensive loss |
|
|
(675 |
) |
|
|
(671 |
) |
Total shareholders’ equity before treasury stock |
|
|
951,312 |
|
|
|
908,979 |
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Treasury stock |
|
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(428,645 |
) |
|
|
(402,755 |
) |
Total shareholders’ equity |
|
|
522,667 |
|
|
|
506,224 |
|
Total Liabilities and Shareholders’ Equity |
|
$ |
753,962 |
|
|
$ |
748,487 |
|
www.ctscorp.com
CTS CORPORATION AND SUBSIDIARIES
OTHER SUPPLEMENTAL INFORMATION - UNAUDITED
(In millions of dollars, except percentages and per share amounts)
Non-GAAP Financial Measures
From time to time, CTS may use non-GAAP financial measures in discussing CTS’ business. These measures are intended to supplement, not replace, CTS’ presentation of its financial results in accordance with U.S. GAAP. CTS believes that the non-GAAP financial measures presented are commonly used by financial analysts and others in the industries in which CTS operates, and thus further provide useful information to investors. CTS’ definitions of these non-GAAP financial measures may differ from those terms as defined or used by other companies. Non-GAAP measures should not be used by investors or third parties as the sole basis for formulating investment decisions, as they may exclude a number of important cash and non-cash recurring items.
CTS has presented these non-GAAP financial measures as it believes that the presentation of its financial results that exclude (1) restructuring charges; (2) environmental charges; (3) acquisition-related costs; (4) inventory fair value step-up costs; (5) foreign exchange (gains) losses; (6) non-cash pension expenses (income); and (7) certain discrete tax items are useful and assist in comparing CTS’ current operating results with past periods and with the operational performance of other companies in its industry. Included below is a description of the expenses that CTS has determined are not normal, recurring cash operating expenses necessary to operate its business and the rationale for why providing financial measures for its business with such expenses excluded or adjusted is useful to investors as a supplement to the U.S. GAAP measures.
At times, the reconciliations below have been intentionally rounded to the nearest thousand, or $0.01 for EPS figures, and, therefore, may not sum.
www.ctscorp.com
Adjusted Gross Margin
|
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Three Months Ended |
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Nine Months Ended |
|
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Twelve Months Ended |
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|
2023 |
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2022 |
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2023 |
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2022 |
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2022 |
|
|
2021 |
|
|
2020 |
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Gross margin |
|
$ |
46.4 |
|
|
$ |
53.3 |
|
|
$ |
148.8 |
|
|
$ |
159.5 |
|
|
$ |
210.5 |
|
|
$ |
184.6 |
|
|
$ |
139.1 |
|
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|
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|||||||
Net sales |
|
$ |
134.6 |
|
|
$ |
151.9 |
|
|
$ |
425.7 |
|
|
$ |
444.6 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
$ |
424.1 |
|
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Gross margin as a % of net sales |
|
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34.5 |
% |
|
|
35.1 |
% |
|
|
35.0 |
% |
|
|
35.9 |
% |
|
|
35.9 |
% |
|
|
36.0 |
% |
|
|
32.8 |
% |
|
|
|
|
|
|
|
|
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Adjustments to reported gross margin: |
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Inventory fair value step-up (b) |
|
$ |
— |
|
|
$ |
2.2 |
|
|
$ |
— |
|
|
$ |
3.3 |
|
|
$ |
4.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|||||||
Adjusted gross margin |
|
$ |
46.4 |
|
|
$ |
55.6 |
|
|
$ |
148.8 |
|
|
$ |
162.9 |
|
|
$ |
214.5 |
|
|
$ |
184.6 |
|
|
$ |
139.1 |
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|
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|
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|
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|
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|||||||
Adjusted gross margin as a % of net sales |
|
|
34.5 |
% |
|
|
36.6 |
% |
|
|
35.0 |
% |
|
|
36.6 |
% |
|
|
36.5 |
% |
|
|
36.0 |
% |
|
|
32.8 |
% |
Adjusted Operating Earnings
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
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Twelve Months Ended |
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2023 |
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2022 |
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2023 |
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2022 |
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2022 |
|
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2021 |
|
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2020 |
|
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Operating earnings |
|
$ |
18.2 |
|
|
$ |
22.6 |
|
|
$ |
58.8 |
|
|
$ |
71.4 |
|
|
$ |
93.0 |
|
|
$ |
76.5 |
|
|
$ |
45.1 |
|
|
|
|
|
|
|
|
|
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|
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|||||||
Net sales |
|
$ |
134.6 |
|
|
$ |
151.9 |
|
|
$ |
425.7 |
|
|
$ |
444.6 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
$ |
424.1 |
|
|
|
|
|
|
|
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|
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|||||||
Operating earnings as a % of net sales |
|
|
13.5 |
% |
|
|
14.9 |
% |
|
|
13.8 |
% |
|
|
16.1 |
% |
|
|
15.8 |
% |
|
|
14.9 |
% |
|
|
10.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||
Adjustments to reported operating earnings: |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges (c) |
|
|
3.2 |
|
|
|
0.5 |
|
|
|
6.0 |
|
|
|
1.4 |
|
|
|
1.9 |
|
|
|
1.7 |
|
|
|
1.8 |
|
Environmental charges (a) |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
3.1 |
|
|
|
1.8 |
|
|
|
2.8 |
|
|
|
2.3 |
|
|
|
2.8 |
|
Acquisition-related costs (a) |
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
— |
|
|
|
0.3 |
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
2.2 |
|
|
|
— |
|
|
|
3.3 |
|
|
|
4.0 |
|
|
|
— |
|
|
|
— |
|
Total adjustments to reported operating earnings |
|
$ |
3.6 |
|
|
$ |
3.0 |
|
|
$ |
9.3 |
|
|
$ |
7.3 |
|
|
$ |
9.5 |
|
|
$ |
3.9 |
|
|
$ |
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted operating earnings |
|
$ |
21.8 |
|
|
$ |
25.7 |
|
|
$ |
68.1 |
|
|
$ |
78.7 |
|
|
$ |
102.5 |
|
|
$ |
80.4 |
|
|
$ |
50.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted operating earnings as a % of net sales |
|
|
16.2 |
% |
|
|
16.9 |
% |
|
|
16.0 |
% |
|
|
17.7 |
% |
|
|
17.5 |
% |
|
|
15.7 |
% |
|
|
11.8 |
% |
Adjusted EBITDA Margin
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||
Net earnings (loss) |
|
$ |
14.0 |
|
|
$ |
11.8 |
|
|
$ |
45.2 |
|
|
$ |
44.6 |
|
|
$ |
59.6 |
|
|
$ |
(41.9 |
) |
|
$ |
34.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales |
|
$ |
134.6 |
|
|
$ |
151.9 |
|
|
$ |
425.7 |
|
|
$ |
444.6 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
$ |
424.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (loss) margin |
|
|
10.4 |
% |
|
|
7.8 |
% |
|
|
10.6 |
% |
|
|
10.0 |
% |
|
|
10.2 |
% |
|
|
-8.2 |
% |
|
|
8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Depreciation and amortization expense |
|
|
7.3 |
|
|
|
8.0 |
|
|
|
21.4 |
|
|
|
21.7 |
|
|
|
29.8 |
|
|
|
26.9 |
|
|
|
26.7 |
|
Interest expense |
|
|
1.0 |
|
|
|
0.3 |
|
|
|
2.5 |
|
|
|
1.5 |
|
|
|
2.2 |
|
|
|
2.1 |
|
|
|
3.3 |
|
Tax expense (benefit) |
|
|
4.8 |
|
|
|
5.5 |
|
|
|
12.3 |
|
|
|
15.3 |
|
|
|
21.2 |
|
|
|
(19.0 |
) |
|
|
10.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
EBITDA |
|
|
27.0 |
|
|
|
25.6 |
|
|
|
81.5 |
|
|
|
83.2 |
|
|
|
112.7 |
|
|
|
(31.8 |
) |
|
|
75.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustments to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges (c) |
|
|
3.2 |
|
|
|
0.5 |
|
|
|
6.0 |
|
|
|
1.4 |
|
|
|
1.9 |
|
|
|
1.7 |
|
|
|
1.8 |
|
Environmental charges (a) |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
3.1 |
|
|
|
1.8 |
|
|
|
2.8 |
|
|
|
2.3 |
|
|
|
2.8 |
|
Acquisition-related costs (a) |
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
— |
|
|
|
0.3 |
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
2.2 |
|
|
|
— |
|
|
|
3.3 |
|
|
|
4.0 |
|
|
|
— |
|
|
|
— |
|
Non-cash pension and related expense (d) |
|
|
— |
|
|
|
4.7 |
|
|
|
— |
|
|
|
4.8 |
|
|
|
4.8 |
|
|
|
132.4 |
|
|
|
2.5 |
|
Foreign currency loss (gain) (d) |
|
|
(0.3 |
) |
|
|
0.5 |
|
|
|
2.3 |
|
|
|
4.0 |
|
|
|
4.9 |
|
|
|
3.3 |
|
|
|
(5.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total adjustments to EBITDA |
|
|
3.3 |
|
|
|
8.2 |
|
|
|
11.7 |
|
|
|
17.8 |
|
|
|
20.9 |
|
|
|
139.7 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
|
$ |
30.3 |
|
|
$ |
33.8 |
|
|
$ |
93.1 |
|
|
$ |
101.0 |
|
|
$ |
133.6 |
|
|
$ |
107.9 |
|
|
$ |
77.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA Margin |
|
|
22.5 |
% |
|
|
22.3 |
% |
|
|
21.9 |
% |
|
|
22.7 |
% |
|
|
22.8 |
% |
|
|
21.0 |
% |
|
|
18.3 |
% |
Adjusted Net Earnings
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||
Net earnings (loss) (A) |
|
$ |
14.0 |
|
|
$ |
11.8 |
|
|
$ |
45.2 |
|
|
$ |
44.6 |
|
|
$ |
59.6 |
|
|
$ |
(41.9 |
) |
|
$ |
34.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales |
|
$ |
134.6 |
|
|
$ |
151.9 |
|
|
$ |
425.7 |
|
|
$ |
444.6 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
$ |
424.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings (loss) as a % of net sales |
|
|
10.4 |
% |
|
|
7.8 |
% |
|
|
10.6 |
% |
|
|
10.0 |
% |
|
|
10.2 |
% |
|
|
-8.2 |
% |
|
|
8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjustments to reported net earnings (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges (c) |
|
|
3.2 |
|
|
|
0.5 |
|
|
|
6.0 |
|
|
|
1.4 |
|
|
|
1.9 |
|
|
|
1.7 |
|
|
|
1.8 |
|
Environmental charges (a) |
|
|
0.4 |
|
|
|
0.3 |
|
|
|
3.1 |
|
|
|
1.8 |
|
|
|
2.8 |
|
|
|
2.3 |
|
|
|
2.8 |
|
Acquisition-related costs (a) |
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
— |
|
|
|
0.3 |
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
2.2 |
|
|
|
— |
|
|
|
3.3 |
|
|
|
4.0 |
|
|
|
— |
|
|
|
— |
|
Non-cash pension and related expense (d) |
|
|
— |
|
|
|
4.7 |
|
|
|
— |
|
|
|
4.8 |
|
|
|
4.8 |
|
|
|
132.4 |
|
|
|
2.5 |
|
Foreign currency loss (gain) (d) |
|
|
(0.3 |
) |
|
|
0.5 |
|
|
|
2.3 |
|
|
|
4.0 |
|
|
|
4.9 |
|
|
|
3.3 |
|
|
|
(5.3 |
) |
Total adjustments to reported net earnings (loss) |
|
$ |
3.3 |
|
|
$ |
8.2 |
|
|
$ |
11.7 |
|
|
$ |
17.8 |
|
|
$ |
20.9 |
|
|
$ |
139.7 |
|
|
$ |
2.1 |
|
Total adjustments, tax affected (B) |
|
$ |
3.0 |
|
|
$ |
8.0 |
|
|
$ |
10.2 |
|
|
$ |
16.6 |
|
|
$ |
19.3 |
|
|
$ |
108.6 |
|
|
$ |
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Tax adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Increase in valuation allowances (e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.9 |
|
|
|
0.2 |
|
Other discrete tax items (e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
(4.7 |
) |
|
|
1.2 |
|
Total tax adjustments (C) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.2 |
|
|
$ |
(3.8 |
) |
|
$ |
1.4 |
|
Adjusted net earnings (A+B+C) |
|
$ |
17.0 |
|
|
$ |
19.8 |
|
|
$ |
55.4 |
|
|
$ |
61.3 |
|
|
$ |
79.1 |
|
|
$ |
63.0 |
|
|
$ |
36.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Adjusted net earnings as a % of net sales |
|
|
12.6 |
% |
|
|
13.0 |
% |
|
|
13.0 |
% |
|
|
13.8 |
% |
|
|
13.5 |
% |
|
|
12.3 |
% |
|
|
8.6 |
% |
(a) reflected in selling, general and administrative and other (expense) income, net.
(b) reflected in cost of goods sold.
(c) reflected in restructuring charges.
(d) reflected in other (expense) income, net.
(e) reflected in income tax expense (income).
Adjusted Diluted Earnings Per Share
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||
GAAP diluted earnings (loss) per share |
|
$ |
0.44 |
|
|
$ |
0.37 |
|
|
$ |
1.43 |
|
|
$ |
1.38 |
|
|
$ |
1.85 |
|
|
$ |
(1.30 |
) |
|
$ |
1.06 |
|
Tax affected charges to reported diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring charges |
|
|
0.10 |
|
|
|
0.01 |
|
|
|
0.17 |
|
|
|
0.04 |
|
|
|
0.05 |
|
|
|
0.06 |
|
|
|
0.04 |
|
Foreign currency (gain) loss |
|
|
(0.01 |
) |
|
|
0.01 |
|
|
|
0.07 |
|
|
|
0.12 |
|
|
|
0.15 |
|
|
|
0.10 |
|
|
|
(0.16 |
) |
Non-cash pension expense |
|
|
— |
|
|
|
0.16 |
|
|
|
— |
|
|
|
0.16 |
|
|
|
0.16 |
|
|
|
3.13 |
|
|
|
0.06 |
|
Environmental charges |
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.08 |
|
|
|
0.04 |
|
|
|
0.07 |
|
|
|
0.05 |
|
|
|
0.07 |
|
Acquisition-related costs |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
0.07 |
|
|
|
0.07 |
|
|
|
— |
|
|
|
0.01 |
|
|
Inventory fair value step-up |
|
|
— |
|
|
|
0.06 |
|
|
|
— |
|
|
|
0.09 |
|
|
|
0.10 |
|
|
|
— |
|
|
|
— |
|
Discrete tax items |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.01 |
|
|
|
(0.11 |
) |
|
|
0.04 |
|
Adjusted diluted earnings per share |
|
$ |
0.54 |
|
|
$ |
0.62 |
|
|
$ |
1.75 |
|
|
$ |
1.90 |
|
|
$ |
2.46 |
|
|
$ |
1.93 |
|
|
$ |
1.12 |
|
NOTE: CTS believes that adjusted gross margin, adjusted operating earnings, adjusted EBITDA margin, adjusted net earnings and adjusted diluted earnings per share provide useful information to investors regarding its operational performance because they enhance an investor’s overall understanding of CTS’ core financial performance and facilitate comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of CTS’ fundamental business operations (such as those items noted above in the paragraph titled “Non-GAAP Financial Measures”) or were not part of CTS’ business operations during a comparable period.
Controllable Working Capital
|
|
September 30, |
|
|
December 31, |
|
||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||
Net accounts receivable |
|
$ |
89.6 |
|
|
$ |
97.0 |
|
|
$ |
90.9 |
|
|
$ |
82.2 |
|
|
$ |
81.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net inventory |
|
$ |
65.4 |
|
|
$ |
63.5 |
|
|
$ |
62.3 |
|
|
$ |
49.5 |
|
|
$ |
45.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accounts payable |
|
$ |
(49.8 |
) |
|
$ |
(65.7 |
) |
|
$ |
(53.2 |
) |
|
$ |
(55.5 |
) |
|
$ |
(50.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Controllable working capital |
|
$ |
105.1 |
|
|
$ |
94.8 |
|
|
$ |
100.0 |
|
|
$ |
76.2 |
|
|
$ |
76.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Quarter sales |
|
$ |
134.6 |
|
|
$ |
151.9 |
|
|
$ |
142.3 |
|
|
$ |
132.5 |
|
|
$ |
123.0 |
|
Multiplied by 4 |
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
Annualized sales |
|
$ |
538.2 |
|
|
$ |
607.6 |
|
|
$ |
569.1 |
|
|
$ |
530.0 |
|
|
$ |
492.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Controllable working capital as a % of annualized sales |
|
|
19.5 |
% |
|
|
15.6 |
% |
|
|
17.6 |
% |
|
|
14.4 |
% |
|
|
15.5 |
% |
NOTE: CTS believes the controllable working capital ratio is a useful measure because it provides an objective measure of the efficiency with which CTS manages its short-term capital needs.
Free Cash Flow
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||
Net cash provided by operating activities |
|
$ |
22.1 |
|
|
$ |
60.4 |
|
|
$ |
56.7 |
|
|
$ |
95.7 |
|
|
$ |
121.2 |
|
|
$ |
86.1 |
|
|
$ |
76.8 |
|
Capital expenditures |
|
|
(2.7 |
) |
|
|
(2.3 |
) |
|
|
(11.2 |
) |
|
|
(9.3 |
) |
|
|
(14.3 |
) |
|
|
(15.6 |
) |
|
|
(14.9 |
) |
Free cash flow |
|
$ |
19.4 |
|
|
$ |
58.1 |
|
|
$ |
45.5 |
|
|
$ |
86.5 |
|
|
$ |
106.9 |
|
|
$ |
70.5 |
|
|
$ |
61.9 |
|
NOTE: CTS believes that free cash flow is a useful measure because it demonstrates the company’s ability to generate cash. Free cash flow is a non-GAAP measure and should be considered in addition to, but not as a substitute for, information contained in the company's condensed consolidated statement of cash flows as a measure of liquidity.
Capital Expenditures
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||
Capital expenditures |
|
$ |
2.7 |
|
|
$ |
2.3 |
|
|
$ |
11.2 |
|
|
$ |
9.3 |
|
|
$ |
14.3 |
|
|
$ |
15.6 |
|
|
$ |
14.9 |
|
Net sales |
|
$ |
134.6 |
|
|
$ |
151.9 |
|
|
$ |
425.7 |
|
|
$ |
444.6 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
$ |
424.1 |
|
Capex as % of net sales |
|
|
2.0 |
% |
|
|
1.5 |
% |
|
|
2.6 |
% |
|
|
2.1 |
% |
|
|
2.4 |
% |
|
|
3.0 |
% |
|
|
3.5 |
% |
Additional Information
The following table includes other financial information not presented in the preceding financial statements.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
Twelve Months Ended |
|
|||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||
Depreciation and amortization expense |
|
$ |
7.3 |
|
|
$ |
8.0 |
|
|
$ |
21.4 |
|
|
$ |
21.7 |
|
|
$ |
29.8 |
|
|
$ |
26.9 |
|
|
$ |
26.7 |
|
Stock-based compensation expense |
|
$ |
1.4 |
|
|
$ |
2.2 |
|
|
$ |
4.6 |
|
|
$ |
5.8 |
|
|
$ |
7.7 |
|
|
$ |
6.1 |
|
|
$ |
3.4 |
|
CTS Corporation 3rd Quarter2023 Earnings Call October 26, 2023
Forward-Looking Statements 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 CTS’ 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: supply chain disruptions; changes in the economy generally, including inflationary and/or recessionary conditions, and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the results of actions to reposition CTS’ business; rapid technological change; general market conditions in the transportation, as well as conditions in the industrial, aerospace and defense, and medical markets; reliance on key customers; unanticipated public health crises (including the effect of the COVID-19 pandemic on CTS’ business, results of operations or financial condition), natural disasters or other events; environmental compliance and remediation expenses; the ability to protect CTS’ intellectual property; pricing pressures and demand for CTS’ products; and risks associated with CTS’ international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks (including, without limitation, the potential impact U.S./China relations and the conflict between Russia and Ukraine may have on our business, results of operations and financial condition). Many of these, and other risks and uncertainties, are discussed in further detail in Item 1A. of CTS’ most recent Annual Report on Form 10-K and other filings made with the SEC. CTS undertakes no obligation to publicly update CTS’ forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.
Advancing Strategic Priorities While Navigating Operating Challenges 7 new non-Transportation customers Won first motor position development award 11 new EV platform wins $134.6M Revenue -11% YoY 34.5% Adjusted Gross Margin1 (210) bps YoY $0.54 Adj. Earnings Per Share1 $(0.08) YoY Q3 2023 Financials Highlights Notes: All comparisons vs. same period in prior year unless otherwise noted. 1 Adj. Gross Margin and Adj. Earnings per Share are non-GAAP financial measures. Refer to Appendix for reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Q3 2023 Quarterly Update
Diversifying into Attractive Non-transportation End Markets Industrial Aerospace & Defense Medical Revenue ($ Millions) Revenue ($ Millions) Revenue ($ Millions) Near-Term Softness as Customer Inventories Stabilize; Tailwinds from Megatrends Support Long-Term Strategy Key New Wins HVAC Tunable Lenses Professional Audio Durable Goods: Controls Medical Therapeutics Medical Diagnostics Minimally Invasive Surgery Health Monitoring Sonar Satellite Thrusters Communications Aircraft Emergency Beacons
Continued Progress in Transportation – Won Motor Position Sensing Development Award ($ Millions) Revenue Total Booked Business1 ($ Billions) Chassis Height Sensor Accelerator Modules Brake Position Sensor Belt Tension Sensor Seat Track Position Sensor Seat Belt Buckle Switch Sensor 95% of existing light vehicle portfolio transitions to EVs New products expand future content per vehicle2 Significant Growth Opportunity from Electrification 11 New EV Platform Wins in Q3 2023 Content Per Vehicle Grows to >2x With EV-Focused New Products AC Motor Current Sensor AC Motor Position Sensor eBrake™ Drive-Pad ™ First Award Secured Secured Awards In Development In Development 1 Total booked business for Transportation at the end of Q2 2023 was adjusted down to $1.41 billion after taking into account program exits, expected volumes based on market conditions and other adjustments. 2 Multiple patent applications pending on eBrake & Drive-Pad products
$2.25 $2.15 Notes: 1 CAGR based on mid-point of 2023 guidance 2 Adjusted Diluted EPS is a non-GAAP financial measure. Refer to Appendix for reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. FY 2023 Guidance Revenue ($ Millions) Adjusted Diluted EPS 2 $545 $555 2020-2023 CAGR 9% 1 Stable medical & aerospace/defense end markets Softness in industrial end market and distribution channel expected to continue into early 2024 Softer smart actuator demand for commercial vehicles in the 4th quarter and into 2024 Light vehicle market forecasts - NA 15M, China 26M, Europe 16-17M units; UAW strike risk Tax rate in the range of 20-23% excluding discrete items Key Outlook Assumptions 2020-2023 CAGR 25% 1
3rd Quarter Financial Results
Notes: All comparisons vs. same period in prior year unless otherwise noted. 1 Adj. Diluted EPS, Adj. Gross Margin and Adj. EBITDA Margin are non-GAAP financial measures. Refer to Appendix for reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Revenue down 11% vs. Q3 2022 Transportation revenue down 3% Softening commercial vehicle demand Non-transportation revenue down 20% Continued softness in industrial, distribution Adjusted Gross Margin down 210 bps Unfavorable end-market mix FX impact $1.8 million unfavorable Focus on operating expenses Cost measures in light of current market conditions One-time Q3 benefit from incentive compensation reserve release Net Income $11.8 $14.0 Diluted EPS $0.37 $0.44 Adj. Diluted EPS1 $0.62 $0.54 Adj. Gross Margin1 36.6% 34.5% Adj. EBITDA Margin1 22.3% 22.5% Revenue Q3 2023 Financial Summary Results ($ Millions, except EPS) Highlights
Cash and Debt2 $30M Returned to Shareholders YTD Q3 20234 $46M YTD Q3 2023 Free Cash Flow3 Strong Balance Sheet Solid Foundation for Strategic M&A $11M YTD Q3 2023 Capital Expenditures Borrowed Total Facility Operating Cash Flow1 Prioritizing strong cash flow generation ($ Millions) ($ Millions) Notes: 1 2022 results include $34m related to the US pension plan 2 Cash and Debt balance as of September 30, 2023 3 Free Cash Flow is a non-GAAP financial measure. Refer to Appendix for reconciliation of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. 4 Returned to shareholders consists of buy back & dividends
Q & A
Appendix
Non-GAAP Financial Measures From time to time, CTS may use non-GAAP financial measures in discussing CTS’ business. These measures are intended to supplement, not replace, CTS’ presentation of its financial results in accordance with U.S. GAAP. CTS believes that the non-GAAP financial measures presented are commonly used by financial analysts and others in the industries in which CTS operates, and thus further provide useful information to investors. CTS’ definitions of these non-GAAP financial measures may differ from those terms as defined or used by other companies. Non-GAAP measures should not be used by investors or third parties as the sole basis for formulating investment decisions, as they may exclude a number of important cash and non-cash recurring items. CTS has presented these non-GAAP financial measures as it believes that the presentation of its financial results that exclude (1) restructuring charges; (2) environmental charges; (3) acquisition-related costs; (4) inventory fair value step-up costs; (5) foreign exchange (gains) losses; (6) non-cash pension expenses (income); and (7) certain discrete tax items are useful and assist in comparing CTS’ current operating results with past periods and with the operational performance of other companies in its industry. Included below is a description of the expenses that CTS has determined are not normal, recurring cash operating expenses necessary to operate its business and the rationale for why providing financial measures for its business with such expenses excluded or adjusted is useful to investors as a supplement to the U.S. GAAP measures. • Restructuring charges - costs primarily relating to workforce reduction costs, building and equipment relocation costs, asset impairment charges and other facility closure costs in connection with our continued optimization of our organization. • Environmental charges - costs associated with our non-operating facilities that are unrelated to ongoing operations. • Acquisition-related costs - diligence and transaction costs related to acquisitions. • Inventory fair value step-up costs - purchase accounting-related inventory costs from acquisitions. • Foreign exchange (gains) losses - remeasurement income and expenses for non-U.S. subsidiaries with the U.S. dollar as the functional currency. • Non-cash pension expenses (income) - pension income and expenses relating to the non-operating U.S. pension and post-retirement life insurance plans, including historical plan settlement activities. • Discrete tax items - non-recurring, infrequent, or unusual tax adjustments (e.g., valuation allowances, uncertain tax position changes, unremitted assertion changes and discrete impacts associated with pre-tax non-GAAP items, etc.). At times, the reconciliations below have been intentionally rounded to the nearest thousand, or $0.01 for EPS figures, and, therefore, may not sum. CTS does not provide reconciliations of forward-looking non-GAAP financial measures, such as estimated adjusted diluted earnings per share, to the most comparable GAAP financial measures on a forward-looking basis because CTS is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, restructuring costs, environmental remediation costs, acquisition-related costs, foreign exchange rates and other non-routine costs. Each of such adjustments has not yet occurred, are out of CTS' control and/or cannot be reasonably predicted. For the same reasons, CTS is unable to address the probable significance of the unavailable information.
Adjusted Diluted EPS Regulation G Schedules 2023 2022 2023 2022 2022 2021 2020 Diluted earnings (loss) per share 0.44 $ 0.37 $ 1.43 $ 1.38 $ 1.85 $ (1.30) $ $1.06 Restructuring charges 0.10 0.01 0.17 0.04 0.05 0.06 0.04 Foreign currency (gain) loss (0.01) 0.01 0.07 0.12 0.15 0.10 (0.16) Non-cash pension expense - 0.16 - 0.16 0.16 3.13 0.06 Environmental charges 0.01 0.01 0.08 0.04 0.07 0.05 0.07 Acquisition-related costs - - - 0.07 0.07 - 0.01 Inventory fair value step-up - 0.06 - 0.09 0.10 - - Discrete tax items - - - - 0.01 (0.11) 0.04 Adjusted diluted earnings per share 0.54 $ 0.62 $ 1.75 $ 1.90 $ 2.46 $ 1.93 $ $1.12 Tax affected adjustments to reported diluted earnings (loss) per share: Full Year Year-to-Date Q3
Regulation G Schedules ($ Millions) Adjusted EBITDA Margin 2023 2022 2023 2022 2022 2021 2020 Net earnings (loss) 14.0 $ 11.8 $ 45.2 $ 44.6 $ 59.6 $ (41.9) $ 34.7 $ Net sales 134.6 $ 151.9 $ 425.7 $ 444.6 $ 586.9 $ 512.9 $ 424.1 $ Net earnings (loss) margin 10.4% 7.8% 10.6% 10.0% 10.2% -8.2% 8.2% Depreciation and amortization expense 7.3 8.0 21.4 21.7 29.8 26.9 26.7 Interest expense 1.0 0.3 2.5 1.5 2.2 2.1 3.3 Tax expense (benefit) 4.8 5.5 12.3 15.3 21.2 (19.0) 10.8 EBITDA 27.0 25.6 81.5 83.2 112.7 (31.8) 75.4 Adjustments to EBITDA: Restructuring charges 3.2 0.5 6.0 1.4 1.9 1.7 1.8 Environmental charges 0.4 0.3 3.1 1.8 2.8 2.3 2.8 Acquisition-related costs - - 0.2 2.5 2.5 - 0.3 Inventory fair value step-up - 2.2 - 3.3 4.0 - - Non-cash pension and related expense - 4.7 - 4.8 4.8 132.4 2.5 Foreign currency (gain) loss (0.3) 0.5 2.3 4.0 4.9 3.3 (5.3) Total adjustments to EBITDA 3.3 8.2 11.7 17.9 20.9 139.7 2.1 Adjusted EBITDA 30.3 $ 33.8 $ 93.1 $ 101.1 $ 133.6 $ 107.9 $ 77.5 $ Adjusted EBITDA margin 22.5% 22.3% 21.9% 22.7% 22.8% 21.0% 18.3% Full Year Q3 Year-to-Date
Regulation G Schedules ($ Millions) Adjusted Gross Margin 2023 2022 2023 2022 2022 2021 2020 Gross margin 46.4 $ 53.3 $ 148.8 $ 159.5 $ 210.5 $ 184.6 $ 139.1 $ Net sales 134.6 $ 151.9 $ 425.7 $ 444.6 $ 586.9 $ 512.9 $ 424.1 $ Gross margin as a % of net sales 34.5% 35.1% 35.0% 35.9% 35.9% 36.0% 32.8% Adjustment to reported gross margin: Inventory fair value step-up - 2.2 - 3.3 4.0 - - Adjusted gross margin 46.4 $ 55.6 $ 148.8 $ 162.9 $ 214.5 $ 184.6 $ 139.1 $ Adjusted gross margin as a % of net sales 34.5% 36.6% 35.0% 36.6% 36.5% 36.0% 32.8% Full Year Q3 Year-to-Date
Regulation G Schedules ($ Millions) Adjusted Net Earnings 2023 2022 2023 2022 2022 2021 2020 Net earnings (loss) (A) 14.0 $ 11.8 $ 45.2 $ 44.6 $ 59.6 $ (41.9) $ 34.7 $ Net sales 134.6 $ 151.9 $ 425.7 $ 444.6 $ 586.9 $ 512.9 $ 424.1 $ Net earnings (loss) as a % of net sales 10.4% 7.8% 10.6% 10.0% 10.2% -8.2% 8.2% Adjustments to reported net earnings (loss): Restructuring charges 3.2 0.5 6.0 1.4 1.9 1.7 1.8 Environmental charges 0.4 0.3 3.1 1.8 2.8 2.3 2.8 Acquisition-related costs - - 0.2 2.5 2.5 - 0.3 Inventory fair value step-up - 2.2 - 3.3 4.0 - - Non-cash pension and related (income) expense - 4.7 - 4.8 4.8 132.4 2.5 Foreign currency loss (gain) (0.3) 0.5 2.3 4.0 4.9 3.3 (5.3) Total adjustments to reported net earnings (loss) 3.3 $ 8.2 $ 11.7 $ 17.8 $ 20.9 $ 139.7 $ 2.1 $ Total adjustments, tax affected (B) 3.0 $ 8.0 $ 10.2 $ 16.6 $ 19.3 $ 108.6 $ 0.4 $ Tax adjustments: Increase in valuation allowances - - - - - 0.9 0.2 Other discrete tax items - - - - 0.2 (4.7) 1.2 Total tax adjustments (C) - $ - $ - $ - $ 0.2 $ (3.8) $ 1.4 $ Adjusted net earnings (A+B+C) 17.0 $ 19.8 $ 55.5 $ 61.3 $ 79.1 $ 63.0 $ 36.5 $ Adjusted net earnings as a % of net sales 12.6% 13.0% 13.0% 13.8% 13.5% 12.3% 8.6% Full Year Q3 Year-to-Date NOTE: CTS believes that adjusted gross margin, adjusted EBITDA margin, adjusted net earnings and adjusted diluted earnings per share provide useful information to investors regarding its operational performance because they enhance an investor’s overall understanding of CTS’ core financial performance and facilitate comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of CTS’ fundamental business operations (such as those items noted above in the paragraph titled “Non-GAAP Financial Measures”) or were not part of CTS’ business operations during a comparable period.
($ Millions) Free Cash Flow Regulation G Schedules ($ Millions) Controllable Working Capital 2023 2022 2023 2022 2022 2021 2020 Net cash provided by operating activities 22.1 $ 60.4 $ 56.7 $ 60.1 $ 121.2 $ 86.1 $ 76.8 $ Capital expenditures (2.7) (2.3) (11.2) (8.1) (14.3) (15.6) (14.9) Free cash flow 19.4 $ 58.1 $ 45.5 $ 52.0 $ 106.9 $ 70.5 $ 61.9 $ Full Year Q3 Year-to-Date 2023 2022 2022 2021 2020 Net accounts receivable 89.6 $ 97.0 $ 90.9 $ 82.2 $ 81.0 $ Net inventory 65.4 $ 63.5 $ 62.3 $ 49.5 $ 45.9 $ Accounts payable (49.8) $ (65.7) $ (53.2) $ (55.5) $ (50.5) $ Controllable working capital 105.1 $ 94.8 $ 100.0 $ 76.2 $ 76.4 $ Quarter sales 134.6 $ 151.9 $ 142.3 $ 132.5 $ 123.0 $ Multiplied by 4 4 4 4 4 4 Annualized sales 538.2 $ 607.6 $ 569.1 $ 530.0 $ 492.1 $ 19.5% 15.6% 17.6% 14.4% 15.5% Controllable working capital as a % of annualized sales Full Year Q3 NOTE: CTS believes that free cash flow is a useful measure because it demonstrates the company’s ability to generate cash. Free cash flow is a non-GAAP measure and should be considered in addition to, but not as a substitute for, information contained in the company's condensed consolidated statement of cash flows as a measure of liquidity.