0000026058false00000260582024-02-062024-02-06
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
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Date of Report (Date of earliest event reported): February 06, 2024 |
CTS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Indiana |
1-4639 |
35-0225010 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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4925 Indiana Avenue |
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Lisle, Illinois |
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60532 |
(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 |
(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 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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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 February 6, 2024, CTS Corporation (the "Company") issued a press release providing certain results for the fourth quarter and full-year ended December 31, 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 Company 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 Company will hold a live web cast on February 6, 2024, relating to the Company's financial results for the fourth quarter and full-year ended December 31, 2023. A copy of the slides to be presented during the Company'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 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 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 Company under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 8.01 Other Events.
On February 2, 2024 the Board of Directors (the "Board") of the Company approved a new share repurchase program that authorizes the Company to repurchase up to $100 million of its common stock. The repurchase program has no set expiration date and supersedes and replaces the repurchase program approved by the Board in February 2023. Repurchases may be made from time to time in the open market, including, without limitation, by round lot or block transactions, including through an accelerated share repurchase, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 and Rule 10b5-1 under the Exchange Act, and applicable federal securities laws. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company's shares, general market and economic conditions, and other factors. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be terminated, modified or suspended at any time at the Company's discretion.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: February 6, 2024 |
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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
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February 6, 2024 |
FOR IMMEDIATE RELEASE |
CTS Announces Fourth Quarter and Full-Year 2023 Results
Building Momentum on Long-term Strategy While Navigating Near-term Challenges
Announces $100 million Share Repurchase Program
Lisle, Ill. - CTS Corporation (NYSE: CTS), a leading global designer and manufacturer of custom engineered solutions that “Sense, Connect and Move,” today announced fourth quarter and full-year 2023 results.
“We made good progress in 2023 on our strategic priorities, adding content through several new products in transportation and achieving strong electrification awards. We continued to win new customers and applications in the non-transportation end markets that will support our long-term goal to further diversify and strengthen our business,” said Kieran O’Sullivan, CEO of CTS Corporation. “Our teams managed through a challenging year largely driven by headwinds in the industrial and distribution end-market as well as softening sales of commercial vehicle related products. Growth was solid in medical, and aerospace and defense end-markets. We continue to focus on operational improvements and prudent cost management in this environment. Looking ahead, we expect a soft first half, and an improving trend in the second half of 2024.”
CTS also announced that its Board of Directors approved a new share repurchase program that authorizes the company to repurchase up to $100 million of its common stock, replacing the existing program authorized in February 2023. The new share repurchase program has no scheduled termination date.
Fourth Quarter 2023 Results
•Sales were $125 million, down 12% year-over-year. Sales to non-transportation end markets decreased 22% driven by softness in sales to industrial and distribution customers. Sales to the transportation end market decreased 3% over the same period driven by a decline in sales of products for commercial vehicles.
•Net income was $15 million, or 12% of sales, compared to $15 million, or 11% of sales, in the fourth quarter of 2022.
•Earnings per diluted share were $0.49, compared to $0.47 in the fourth quarter of 2022.
•Adjusted earnings per diluted share were $0.47, down from $0.56 in the fourth quarter of 2022.
•Adjusted EBITDA margin was 22% compared to 23% in the fourth quarter of 2022.
•Operating cash flow was $32 million compared to $26 million in the fourth quarter of 2022.
Full-Year 2023 Results
•Sales were $550 million, down 6% year-over-year, driven by softness in the industrial and distribution end-market. Sales to the non-transportation end markets decreased by 12%, while sales to the transportation end-market decreased by 1% compared to 2022.
•Net income was $61 million, or 11% of sales, compared to $60 million, or 10% of sales in 2022.
www.ctscorp.com
•Earnings per diluted share were $1.92, compared to $1.85 in 2022.
•Adjusted earnings per diluted share were $2.22, down from $2.46 in 2022.
•Adjusted EBITDA margin was 22%, down from 23% in 2022.
•Operating cash flow was $89 million, down from $121 million in 2022. The 2022 results included $27 million in one-time cash related to the U.S. pension plan.
2024 Guidance
CTS expects full-year 2024 sales to be in the range of $530 - $570 million and adjusted diluted EPS to be in the range of $2.10 - $2.35.
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.
Conference Call and Supplemental Materials
As previously announced, the Company has scheduled a conference call for 10:00 a.m. (EST) today. The dial-in number for the U.S. and Canada is 844-200-6205 (+1 929-526-1599, if calling from outside the U.S. and Canada). The passcode is 889906. 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;
www.ctscorp.com
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, natural disasters or other events; environmental compliance and remediation expenses; the ability to protect CTS’ intellectual property; pricing pressures and demand for CTS’ products; 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); the amount and timing of any share repurchases; and the effect of any cybersecurity incidents on our business. 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
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532 USA
+1 (630) 577-8800
ashish.agrawal@ctscorp.com
www.ctscorp.com
CTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED
(In thousands, except per share amounts)
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Three Months Ended |
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Twelve Months Ended |
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December 31,
2023 |
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December 31,
2022 |
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December 31,
2023 |
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December 31,
2022 |
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Net sales |
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$ |
124,694 |
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$ |
142,281 |
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$ |
550,422 |
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$ |
586,869 |
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Cost of goods sold |
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82,630 |
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91,277 |
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359,563 |
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376,331 |
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Gross margin |
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42,064 |
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51,004 |
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190,859 |
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210,538 |
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Selling, general and administrative expenses |
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19,477 |
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23,491 |
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83,816 |
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91,520 |
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Research and development expenses |
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5,290 |
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5,405 |
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24,918 |
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24,100 |
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Restructuring charges |
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1,041 |
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478 |
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7,074 |
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1,912 |
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Operating earnings |
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16,256 |
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21,630 |
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75,051 |
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93,006 |
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Other (expense) income: |
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Interest expense |
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(822 |
) |
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(702 |
) |
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(3,331 |
) |
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(2,192 |
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Interest income |
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1,538 |
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716 |
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4,625 |
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1,326 |
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Other income (expense), net |
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655 |
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(873 |
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(1,192 |
) |
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(11,403 |
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Total other income (expense), net |
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1,371 |
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(859 |
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102 |
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(12,269 |
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Earnings before income taxes |
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17,627 |
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20,771 |
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75,153 |
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80,737 |
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Income tax expense |
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2,307 |
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5,831 |
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14,621 |
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21,162 |
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Net earnings |
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$ |
15,320 |
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$ |
14,940 |
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$ |
60,532 |
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$ |
59,575 |
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Earnings per share: |
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Basic |
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$ |
0.49 |
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$ |
0.47 |
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$ |
1.93 |
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$ |
1.86 |
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Diluted |
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$ |
0.49 |
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$ |
0.47 |
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$ |
1.92 |
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$ |
1.85 |
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Basic weighted – average common shares outstanding: |
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31,020 |
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31,818 |
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31,359 |
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31,968 |
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Effect of dilutive securities |
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219 |
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224 |
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220 |
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270 |
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Diluted weighted – average common shares outstanding: |
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31,239 |
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32,042 |
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31,579 |
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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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$ |
0.16 |
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$ |
0.16 |
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www.ctscorp.com
CTS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
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(Unaudited)
December 31, 2023 |
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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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$ |
163,876 |
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$ |
156,910 |
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Accounts receivable, net |
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78,569 |
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90,935 |
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Inventories, net |
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60,031 |
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62,260 |
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Other current assets |
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16,873 |
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15,655 |
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Total current assets |
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319,349 |
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325,760 |
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Property, plant and equipment, net |
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92,592 |
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97,300 |
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Operating lease assets, net |
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26,425 |
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22,702 |
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Other Assets |
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Goodwill |
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157,638 |
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152,361 |
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Other intangible assets, net |
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103,957 |
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108,053 |
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Deferred income taxes |
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25,183 |
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23,461 |
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Other |
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16,023 |
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18,850 |
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Total other assets |
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302,801 |
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302,725 |
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Total Assets |
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$ |
741,167 |
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$ |
748,487 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable |
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$ |
43,499 |
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$ |
53,211 |
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Accrued payroll and benefits |
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14,585 |
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20,063 |
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Operating lease obligations |
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4,394 |
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3,936 |
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Accrued expenses and other liabilities |
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34,561 |
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35,322 |
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Total current liabilities |
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97,039 |
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112,532 |
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Long-term debt |
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67,500 |
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83,670 |
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Long-term operating lease obligations |
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24,965 |
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21,754 |
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Long-term pension obligations |
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4,655 |
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5,048 |
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Deferred income taxes |
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14,729 |
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16,010 |
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Other long-term obligations |
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5,457 |
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3,249 |
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Total Liabilities |
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214,345 |
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242,263 |
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Commitments and Contingencies |
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Shareholders’ Equity |
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Common stock |
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319,269 |
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316,803 |
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Additional contributed capital |
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45,097 |
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46,144 |
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Retained earnings |
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602,232 |
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546,703 |
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Accumulated other comprehensive loss |
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4,264 |
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(671 |
) |
Total shareholders’ equity before treasury stock |
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970,862 |
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908,979 |
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Treasury stock |
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(444,040 |
) |
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(402,755 |
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Total shareholders’ equity |
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526,822 |
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|
506,224 |
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Total Liabilities and Shareholders’ Equity |
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$ |
741,167 |
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$ |
748,487 |
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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) restructuring-related charges; (3) environmental charges; (4) acquisition-related costs; (5) inventory fair value step-up costs; (6) foreign exchange (gains) losses; (7) non-cash pension expenses (income); and (8) 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.
•Restructuring-related charges – costs related to restructuring actions that do not qualify as direct restructuring charges under US GAAP. These include duplicative expenses incurred due to the plant consolidation related transition activities such as excess rent, utilities, personnel related and other costs prior to start of production at the new location.
•Environmental charges – costs associated with our non-operating facilities that are unrelated to ongoing operations. Currently, none of these costs and accruals relate to sites that provide revenue generating activities for the Company.
•Acquisition-related costs – diligence and transaction costs related to acquisitions including related contingent earnout adjustments.
•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 or due to tax law changes, etc.).
At times, the reconciliations below have been intentionally rounded to the nearest thousand, or $0.01 for EPS figures, and, therefore, may not sum.
www.ctscorp.com
Adjusted Gross Margin
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Three Months Ended
December 31, |
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Twelve Months Ended
December 31, |
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2023 |
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2022 |
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2023 |
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2022 |
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2021 |
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Gross margin |
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$ |
42.1 |
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$ |
51.0 |
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$ |
190.9 |
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$ |
210.5 |
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$ |
184.6 |
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Net sales |
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$ |
124.7 |
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$ |
142.3 |
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$ |
550.4 |
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$ |
586.9 |
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$ |
512.9 |
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Gross margin as a % of net sales |
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33.7 |
% |
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35.8 |
% |
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34.7 |
% |
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35.9 |
% |
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36.0 |
% |
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Adjustments to reported gross margin: |
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Restructuring related charges (b) |
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0.6 |
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— |
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0.6 |
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— |
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— |
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Inventory fair value step-up (b) |
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— |
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0.7 |
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— |
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4.0 |
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— |
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Adjusted gross margin |
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$ |
42.6 |
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$ |
51.7 |
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$ |
191.4 |
|
|
$ |
214.5 |
|
|
$ |
184.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted gross margin as a % of net sales |
|
|
34.2 |
% |
|
|
36.3 |
% |
|
|
34.8 |
% |
|
|
36.5 |
% |
|
|
36.0 |
% |
Adjusted Operating Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
Twelve Months Ended
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Operating earnings |
|
$ |
16.3 |
|
|
$ |
21.6 |
|
|
$ |
75.1 |
|
|
$ |
93.0 |
|
|
$ |
76.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
124.7 |
|
|
$ |
142.3 |
|
|
$ |
550.4 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings as a % of net sales |
|
|
13.0 |
% |
|
|
15.2 |
% |
|
|
13.6 |
% |
|
|
15.8 |
% |
|
|
14.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reported operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges (c) |
|
|
1.0 |
|
|
|
0.5 |
|
|
|
7.1 |
|
|
|
1.9 |
|
|
|
1.7 |
|
Restructuring related charges (b) |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
Environmental charges (a) |
|
|
0.4 |
|
|
|
1.0 |
|
|
|
3.5 |
|
|
|
2.8 |
|
|
|
2.3 |
|
Acquisition-related costs (a) |
|
|
0.2 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
0.8 |
|
|
|
— |
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
0.7 |
|
|
|
— |
|
|
|
4.0 |
|
|
|
— |
|
Total adjustments to reported operating earnings |
|
$ |
2.2 |
|
|
$ |
2.2 |
|
|
$ |
11.5 |
|
|
$ |
9.5 |
|
|
$ |
3.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating earnings |
|
$ |
18.4 |
|
|
$ |
23.8 |
|
|
$ |
86.6 |
|
|
$ |
102.5 |
|
|
$ |
80.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating earnings as a % of net sales |
|
|
14.8 |
% |
|
|
16.7 |
% |
|
|
15.7 |
% |
|
|
17.5 |
% |
|
|
15.7 |
% |
Adjusted EBITDA Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
Twelve Months Ended
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Net earnings (loss) |
|
$ |
15.3 |
|
|
$ |
14.9 |
|
|
$ |
60.5 |
|
|
$ |
59.6 |
|
|
$ |
(41.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
124.7 |
|
|
$ |
142.3 |
|
|
$ |
550.4 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) margin |
|
|
12.3 |
% |
|
|
10.5 |
% |
|
|
11.0 |
% |
|
|
10.2 |
% |
|
|
-8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
7.3 |
|
|
|
8.0 |
|
|
|
28.7 |
|
|
|
29.8 |
|
|
|
26.9 |
|
Interest expense |
|
|
0.8 |
|
|
|
0.7 |
|
|
|
3.3 |
|
|
|
2.2 |
|
|
|
2.1 |
|
Tax expense (benefit) |
|
|
2.3 |
|
|
|
5.8 |
|
|
|
14.6 |
|
|
|
21.2 |
|
|
|
(19.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
25.7 |
|
|
|
29.5 |
|
|
|
107.2 |
|
|
|
112.7 |
|
|
|
(31.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges (c) |
|
|
1.0 |
|
|
|
0.5 |
|
|
|
7.1 |
|
|
|
1.9 |
|
|
|
1.7 |
|
Restructuring related charges (b) |
|
|
0.6 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
Environmental charges (a) |
|
|
0.4 |
|
|
|
1.0 |
|
|
|
3.5 |
|
|
|
2.8 |
|
|
|
2.3 |
|
Acquisition-related costs (a) |
|
|
0.2 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
2.5 |
|
|
|
— |
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
0.7 |
|
|
|
— |
|
|
|
4.0 |
|
|
|
— |
|
Non-cash pension and related expense (d) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
|
|
132.4 |
|
Foreign currency (gain) loss (d) |
|
|
(0.3 |
) |
|
|
0.9 |
|
|
|
2.0 |
|
|
|
4.9 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments to EBITDA |
|
|
1.8 |
|
|
|
3.1 |
|
|
|
13.5 |
|
|
|
20.9 |
|
|
|
139.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
27.6 |
|
|
$ |
32.6 |
|
|
$ |
120.7 |
|
|
$ |
133.6 |
|
|
$ |
107.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA Margin |
|
|
22.1 |
% |
|
|
22.9 |
% |
|
|
21.9 |
% |
|
|
22.8 |
% |
|
|
21.0 |
% |
Adjusted Net Earnings and Adjusted Diluted Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
2023 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
|
|
|
|
|
Per share |
|
|
|
|
|
Per share |
|
|
Net earnings (A) |
|
$ |
15.3 |
|
|
$ |
0.49 |
|
|
$ |
14.9 |
|
|
$ |
0.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reported net earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges (c) |
|
|
1.0 |
|
|
|
0.03 |
|
|
|
0.5 |
|
|
|
0.01 |
|
|
Restructuring related charges (a) |
|
|
0.6 |
|
|
|
0.02 |
|
|
|
— |
|
|
|
— |
|
|
Environmental charges (a) |
|
|
0.4 |
|
|
|
0.01 |
|
|
|
1.0 |
|
|
|
0.03 |
|
|
Acquisition-related costs (a) |
|
|
0.2 |
|
|
|
0.01 |
|
|
|
— |
|
|
|
— |
|
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
— |
|
|
|
0.7 |
|
|
|
0.02 |
|
|
Foreign currency (gain) loss (d) |
|
|
(0.3 |
) |
|
|
(0.01 |
) |
|
|
0.9 |
|
|
|
0.03 |
|
|
Total pretax adjustments to reported net earnings |
|
$ |
1.8 |
|
|
$ |
0.06 |
|
|
$ |
3.1 |
|
|
$ |
0.10 |
|
|
Income tax effect of above adjustments (f) |
|
|
(0.8 |
) |
|
|
(0.03 |
) |
|
|
(0.4 |
) |
|
|
(0.01 |
) |
|
Total adjustments, tax affected (f) (B) |
|
$ |
1.0 |
|
|
$ |
0.03 |
|
|
$ |
2.6 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other discrete tax items (e) |
|
|
(1.6 |
) |
|
|
(0.05 |
) |
|
|
0.2 |
|
|
|
0.01 |
|
|
Total tax adjustments (C) |
|
$ |
(1.6 |
) |
|
$ |
(0.05 |
) |
|
$ |
0.2 |
|
|
$ |
0.01 |
|
|
Adjusted net earnings (A+B+C) and Adjusted net earnings per share |
|
$ |
14.7 |
|
|
$ |
0.47 |
|
|
$ |
17.8 |
|
|
|
0.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
124.7 |
|
|
|
|
|
$ |
142.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings as a % of net sales |
|
|
12.3 |
% |
|
|
|
|
|
10.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net earnings as a % of net sales |
|
|
11.8 |
% |
|
|
|
|
|
12.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
December 31, |
|
|
|
2023 |
|
|
2023 |
|
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
|
|
|
|
|
Per share |
|
|
|
|
|
Per share |
|
|
|
|
|
Per share |
|
Net earnings (loss) (A) |
|
$ |
60.5 |
|
|
$ |
1.92 |
|
|
$ |
59.6 |
|
|
$ |
1.85 |
|
|
$ |
(41.9 |
) |
|
$ |
(1.30 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reported net earnings (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges (c) |
|
|
7.1 |
|
|
|
0.22 |
|
|
|
1.9 |
|
|
|
0.06 |
|
|
|
1.7 |
|
|
|
0.06 |
|
Restructuring related charges (a) |
|
|
0.6 |
|
|
|
0.02 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Environmental charges (a) |
|
|
3.5 |
|
|
|
0.11 |
|
|
|
2.8 |
|
|
|
0.09 |
|
|
|
2.3 |
|
|
|
0.07 |
|
Acquisition-related costs (a) |
|
|
0.4 |
|
|
|
0.01 |
|
|
|
2.5 |
|
|
|
0.08 |
|
|
|
— |
|
|
|
— |
|
Inventory fair value step-up (b) |
|
|
— |
|
|
|
— |
|
|
|
4.0 |
|
|
|
0.12 |
|
|
|
— |
|
|
|
— |
|
Non-cash pension and related expense (d) |
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
|
|
0.15 |
|
|
|
132.4 |
|
|
|
4.10 |
|
Foreign currency loss (d) |
|
|
2.0 |
|
|
|
0.06 |
|
|
|
4.9 |
|
|
|
0.15 |
|
|
|
3.3 |
|
|
|
0.10 |
|
Total pretax adjustments to reported net earnings (loss) |
|
$ |
13.5 |
|
|
$ |
0.42 |
|
|
$ |
20.9 |
|
|
$ |
0.65 |
|
|
$ |
139.7 |
|
|
$ |
4.33 |
|
Income tax effect of above adjustments (f) |
|
|
(2.4 |
) |
|
|
(0.07 |
) |
|
|
(1.6 |
) |
|
|
(0.05 |
) |
|
|
(31.1 |
) |
|
|
(0.99 |
) |
Total adjustments, tax affected (f) (B) |
|
$ |
11.1 |
|
|
$ |
0.35 |
|
|
$ |
19.3 |
|
|
$ |
0.60 |
|
|
$ |
108.6 |
|
|
$ |
3.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in valuation allowances (e) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.9 |
|
|
|
0.03 |
|
Other discrete tax items (e) |
|
|
(1.6 |
) |
|
|
(0.05 |
) |
|
|
0.2 |
|
|
|
0.01 |
|
|
|
(4.7 |
) |
|
|
(0.14 |
) |
Total tax adjustments (C) |
|
$ |
(1.6 |
) |
|
$ |
(0.05 |
) |
|
$ |
0.2 |
|
|
$ |
0.01 |
|
|
$ |
(3.8 |
) |
|
$ |
(0.11 |
) |
Adjusted net earnings (A+B+C) and Adjusted net earnings per share |
|
$ |
70.0 |
|
|
$ |
2.22 |
|
|
$ |
79.1 |
|
|
|
2.46 |
|
|
$ |
63.0 |
|
|
|
1.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
550.4 |
|
|
|
|
|
$ |
586.9 |
|
|
|
|
|
$ |
512.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) as a % of net sales |
|
|
11.0 |
% |
|
|
|
|
|
10.2 |
% |
|
|
|
|
|
-8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net earnings as a % of net sales |
|
|
12.7 |
% |
|
|
|
|
|
13.5 |
% |
|
|
|
|
|
12.3 |
% |
|
|
|
(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). For 2021, the discrete tax items relate to items we deemed outside normal cash-generating operations including, $5.4 million of a stranded tax benefit from the U.S. Pension termination offset by $0.7 million of tax expense from tax costs associated with a one-time internal cash movement, and $0.9 million related to the addition of a valuation allowance for a foreign subsidiary. For 2022, the discrete tax items relate to the net impact to tax
expense of expired R&D credits, including the release of associated reserves. For 2023, discrete tax items include adjusting for tax benefits resulting from $0.6 million for research and development tax credits from prior years, $0.8 million in foreign tax credits related to prior years from a 2023 tax law change, as well as $0.2m from the release of uncertain tax benefits.
(f) We determine the tax effect of non-GAAP adjustments by considering the tax laws and statutory income tax rates applicable in the tax jurisdictions of the underlying non-GAAP adjustments. For all periods presented, we applied the statutory income tax rates to the taxable portion of all of our adjustments. Our acquisition costs and foreign currency gains and losses included in our non-GAAP adjustments were not deductible for income tax purposes; therefore, no statutory income tax rate was applied to such costs.
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Net accounts receivable |
|
$ |
78.6 |
|
|
$ |
90.9 |
|
|
$ |
82.2 |
|
|
|
|
|
|
|
|
|
|
|
Net inventory |
|
$ |
60.0 |
|
|
$ |
62.3 |
|
|
$ |
49.5 |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
(43.5 |
) |
|
$ |
(53.2 |
) |
|
$ |
(55.5 |
) |
|
|
|
|
|
|
|
|
|
|
Controllable working capital |
|
$ |
95.1 |
|
|
$ |
100.0 |
|
|
$ |
76.2 |
|
|
|
|
|
|
|
|
|
|
|
Quarter sales |
|
$ |
124.7 |
|
|
$ |
142.3 |
|
|
$ |
132.5 |
|
Multiplied by 4 |
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
Annualized sales |
|
$ |
498.8 |
|
|
$ |
569.1 |
|
|
$ |
530.0 |
|
|
|
|
|
|
|
|
|
|
|
Controllable working capital as a % of annualized sales |
|
|
19.1 |
% |
|
|
17.6 |
% |
|
|
14.4 |
% |
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
December 31, |
|
|
Twelve Months Ended
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Net cash provided by operating activities |
|
$ |
32.1 |
|
|
$ |
25.5 |
|
|
$ |
88.8 |
|
|
$ |
121.2 |
|
|
$ |
86.1 |
|
Capital expenditures |
|
|
(3.5 |
) |
|
|
(5.1 |
) |
|
|
(14.7 |
) |
|
|
(14.3 |
) |
|
|
(15.6 |
) |
Free cash flow |
|
$ |
28.6 |
|
|
$ |
20.4 |
|
|
$ |
74.1 |
|
|
$ |
106.9 |
|
|
$ |
70.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating cash flow as a percentage of net earnings |
|
|
209 |
% |
|
|
170 |
% |
|
|
147 |
% |
|
|
203 |
% |
|
|
-206 |
% |
Free cash flow as a percentage of adjusted net earnings |
|
|
195 |
% |
|
|
115 |
% |
|
|
106 |
% |
|
|
135 |
% |
|
|
112 |
% |
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
December 31, |
|
|
Twelve Months Ended
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Capital expenditures |
|
$ |
3.5 |
|
|
$ |
5.1 |
|
|
$ |
14.7 |
|
|
$ |
14.3 |
|
|
$ |
15.6 |
|
Net sales |
|
$ |
124.7 |
|
|
$ |
142.3 |
|
|
$ |
550.4 |
|
|
$ |
586.9 |
|
|
$ |
512.9 |
|
Capex as % of net sales |
|
|
2.8 |
% |
|
|
3.6 |
% |
|
|
2.7 |
% |
|
|
2.4 |
% |
|
|
3.0 |
% |
Additional Information
The following table includes other financial information not presented in the preceding financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31, |
|
|
Twelve Months Ended
December 31, |
|
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
Depreciation and amortization expense |
|
$ |
7.3 |
|
|
$ |
8.0 |
|
|
$ |
28.7 |
|
|
$ |
29.8 |
|
|
$ |
26.9 |
|
Stock-based compensation expense |
|
$ |
0.5 |
|
|
$ |
1.9 |
|
|
$ |
5.2 |
|
|
$ |
7.7 |
|
|
$ |
6.1 |
|
CTS Corporation 4th Quarter 2023 Earnings Call February 6, 2024
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, natural disasters or other events; environmental compliance and remediation expenses; the ability to protect CTS’ intellectual property; pricing pressures and demand for CTS’ products; 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); the amount and timing of any share repurchases; and the effect of any cybersecurity incidents on our business. 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.
$125M Revenue (12)% YoY 34.2% Adjusted Gross Margin1 (215) bps YoY $0.47 Adj. Earnings Per Share1 $(0.09) YoY Q4 2023 Financials 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 the Appendix for reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Q4 and Full-Year 2023 Financial Update $550M Revenue (6)% YoY 34.8% Adjusted Gross Margin1 (177) bps YoY $2.22 Adj. Earnings Per Share1 $(0.24) YoY Full Year 2023 Financials
Advancing Strategic Priorities While Navigating Near-Term Operating Challenges 2023 Highlights Strong traction with new customers and applications in Non-transportation end markets with tailwinds from macro-trends Industrial: efficient climate control, flow metering, machine health, nano-positioning, tunable optics Medical: diagnostic and therapeutic ultrasound, minimally invasive surgery, cardiac therapy Aerospace & Defense – autonomous unmanned vehicles, secure communications, advanced sonography Momentum in Transportation end-market with new products Won first eBrake™ award with a major North American OEM Won significant accelerometer award with a major North American OEM Won a development award for motor position sensing Significant new EV awards Completed consolidation of Denmark facilities Mexico site consolidation on track for completion in first half of 2024
Diversifying Revenue into Attractive Non-transportation End Markets Industrial Aerospace & Defense Medical ($ Millions) ($ Millions) ($ Millions) Near-Term Softness as Customer Inventories Correct; Tailwinds from Megatrends Support Long-Term Strategy Key 4th Quarter Wins Note: The end market sales for 2022 and 2023 were adjusted by immaterial amounts to align the classification of certain customers in connection with our recent acquisitions with our enterprise-level end market information. Seismic Recorders Test & Measurement Industrial Printing Minimally Invasive Surgery Medical Diagnostics Health Monitoring Sonar Military Communications Gyroscopes RF Filters HVAC Medical Therapeutics
Continued Progress in Transportation ($ Millions) Revenue Total Booked Business ($ 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 vehicle1 Significant Growth Opportunity from Electrification Won first awards for eBrake™ and Accelerometer Won development award for Motor Position Sensor 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 Development Award Won In Development 1 Multiple patent applications pending on eBrake TM and Drive-Pad TM products
$2.35 $2.10 Notes: 1 CAGR based on mid point of 2024 guidance 2 Adjusted Diluted EPS is a non-GAAP financial measure. Refer to the Appendix for reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. FY 2024 Guidance Revenue ($ Millions) Adjusted Diluted EPS 2 $530 $570 2020-2024 CAGR 7% 1 Stable medical & aerospace/defense end markets Softness in industrial and distribution end market expected to continue into 1st half of 2024 Softness in commercial vehicle related sales in 2024 Light vehicle market 2024 forecasts - NA 15.5-16M, China 28M, Europe 17M units, predicted slightly below 2023 Tax rate expected to be in the range of 20-23% excluding discrete items Key Outlook Assumptions 2020-2024 CAGR 19% 1
4th 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 the Appendix for reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Revenue down 12% vs. Q4 2022 Transportation revenue down 3% Softening commercial vehicle demand Non-transportation revenue down 22% Continued softness in industrial, distribution Adjusted Gross Margin down 215 bps Unfavorable volume and end-market mix impact FX impact $0.9 million unfavorable Continued focus on operating expenses Prudent cost measures in challenging market conditions Continued focus on growth investments Incentive compensation reserve release Net Income $14.9 $15.3 Diluted EPS $0.47 $0.49 Adj. Diluted EPS1 $0.56 $0.47 Adj. Gross Margin1 36.3% 34.2% Adj. EBITDA Margin1 22.9% 22.1% Revenue Q4 2023 Financial Summary Results ($ Millions, except percentages and per share amounts) Highlights
Revenue 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 the Appendix for reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. Revenue down 6% vs. 2022 Transportation revenue down 1% Softening commercial vehicle demand in Q4 2023 Non-transportation revenue down 12% Continued softness in industrial, distribution Adjusted Gross Margin down 177 bps Unfavorable volume and end-market mix impact FX impact $6.2 million unfavorable Continued focus on operating expenses Prudent cost measures in challenging market conditions Continued focus on growth investments Net Income $59.6 $60.5 Diluted EPS $1.85 $1.92 Adj. Diluted EPS1 $2.46 $2.22 Adj. Gross Margin1 36.5% 34.8% Adj. EBITDA Margin1 22.8% 21.9% Full-Year 2023 Financial Summary Results ($ Millions, except percentages and per share amounts) Highlights
Cash and Debt2 $46M Cash Returned to Shareholders in FY 20234 $74M FY 2023 Free Cash Flow3 Strong Balance Sheet Solid Foundation for Strategic M&A $15M FY 2023 Capital Expenditures Borrowed Total Facility Operating Cash Flow1 Prioritizing strong cash flow generation ($ Millions) ($ Millions) Notes: 1 2022 results include $27m related to the termination of the U.S. pension plan 2 Cash and Debt balance as of December 31, 2023 3 Free Cash Flow is a non-GAAP financial measure. Refer to the Appendix for reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. 4 Cash Returned to Shareholders consists of share repurchases & 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) restructuring-related charges; (3) environmental charges; (4) acquisition-related costs; (5) inventory fair value step-up costs; (6) foreign exchange (gains) losses; (7) non-cash pension expenses (income); and (8) 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. Restructuring-related charges – costs related to restructuring actions that do not qualify as direct restructuring charges under US GAAP. These include duplicative expenses incurred due to the plant consolidation related transition activities such as excess rent, utilities, personnel related and other costs prior to start of production at the new location. Environmental charges – costs associated with our non-operating facilities that are unrelated to ongoing operations. Currently, none of these costs and accruals relate to sites that provide revenue generating activities for the Company. Acquisition-related costs – diligence and transaction costs related to acquisitions including related contingent earnout adjustments. 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 or due to tax law changes, etc.). At times, the reconciliations below have been intentionally rounded to the nearest thousand, or $0.01 for EPS figures, and, therefore, may not sum. CTS does not provide reconciliations of forward-looking non-GAAP financial measures, such as estimated adjusted diluted earnings per share, to the most comparable GAAP financial measures on a forward-looking basis because CTS is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, restructuring costs, environmental remediation costs, acquisition-related costs, foreign exchange rates and other non-routine costs. Each of such adjustments has not yet occurred, are out of CTS' control and/or cannot be reasonably predicted. For the same reasons, CTS is unable to address the probable significance of the unavailable information.
Regulation G Schedules ($ Millions, except percentages) Adjusted Gross Margin Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 2021 Gross margin $ 42.1 $ 51.0 $ 190.9 $ 210.5 $ 184.6 Net sales $ 124.7 $ 142.3 $ 550.4 $ 586.9 $ 512.9 Gross margin as a % of net sales 33.7% 35.8% 34.7% 35.9% 36.0% Adjustments to reported gross margin: Restructuring related charges (b) 0.6 — 0.6 — — Inventory fair value step-up (b) — 0.7 — 4.0 — Adjusted gross margin $ 42.6 $ 51.7 $ 191.4 $ 214.5 $ 184.6 Adjusted gross margin as a % of net sales 34.2% 36.3% 34.8% 36.5% 36.0%
Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 2021 Operating earnings $ 16.3 $ 21.6 $ 75.1 $ 93.0 $ 76.5 Net sales $ 124.7 $ 142.3 $ 550.4 $ 586.9 $ 512.9 Operating earnings as a % of net sales 13.0% 15.2% 13.6% 15.8% 14.9% Adjustments to reported operating earnings: Restructuring charges (c) 1.0 0.5 7.1 1.9 1.7 Restructuring related charges (b) 0.6 — 0.6 — — Environmental charges (a) 0.4 1.0 3.5 2.8 2.3 Acquisition-related costs (a) 0.2 — 0.4 0.8 — Inventory fair value step-up (b) — 0.7 — 4.0 — Total adjustments to reported operating earnings $ 2.2 $ 2.2 $ 11.5 $ 9.5 $ 3.9 Adjusted operating earnings $ 18.4 $ 23.8 $ 86.6 $ 102.5 $ 80.4 Adjusted operating earnings as a % of net sales 14.8% 16.7% 15.7% 17.5% 15.7% Regulation G Schedules ($ Millions, except percentages) Adjusted Operating Earnings
Regulation G Schedules ($ Millions, except percentages) Adjusted EBITDA Margin Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 2021 Net earnings (loss) $ 15.3 $ 14.9 $ 60.5 $ 59.6 $ (41.9) Net sales $ 124.7 $ 142.3 $ 550.4 $ 586.9 $ 512.9 Net earnings (loss) margin 12.3% 10.5% 11.0% 10.2% -8.2% Depreciation and amortization expense 7.3 8.0 28.7 29.8 26.9 Interest expense 0.8 0.7 3.3 2.2 2.1 Tax expense (benefit) 2.3 5.8 14.6 21.2 (19.0) EBITDA 25.7 29.5 107.2 112.7 (31.8) Adjustments to EBITDA: Restructuring charges (c) 1.0 0.5 7.1 1.9 1.7 Restructuring related charges (b) 0.6 — 0.6 — — Environmental charges (a) 0.4 1.0 3.5 2.8 2.3 Acquisition-related costs (a) 0.2 — 0.4 2.5 — Inventory fair value step-up (b) — 0.7 — 4.0 — Non-cash pension and related expense (d) — — — 4.8 132.4 Foreign currency (gain) loss (d) (0.3) 0.9 2.0 4.9 3.3 Total adjustments to EBITDA 1.8 3.1 13.5 20.9 139.7 Adjusted EBITDA $ 27.6 $ 32.6 $ 120.7 $ 133.6 $ 107.9 Adjusted EBITDA Margin 22.1% 22.9% 21.9% 22.8% 21.0%
Regulation G Schedules ($ Millions, except percentages and per share amounts) Adjusted Net Earnings and Adjusted Diluted Earnings Per Share Three Months Ended December 31, 2023 2023 2022 2022 Per share Per share Net earnings (A) $ 15.3 $ 0.49 $ 14.9 $ 0.47 Adjustments to reported net earnings: Restructuring charges (c) 1.0 0.03 0.5 0.01 Restructuring related charges (a) 0.6 0.02 — — Environmental charges (a) 0.4 0.01 1.0 0.03 Acquisition-related costs (a) 0.2 0.01 — — Inventory fair value step-up (b) — — 0.7 0.02 Foreign currency (gain) loss (d) (0.3) (0.01) 0.9 0.03 Total pretax adjustments to reported net earnings $ 1.8 $ 0.06 $ 3.1 $ 0.10 Income tax effect of above adjustments (f) (0.8) (0.03) (0.4) (0.01) Total adjustments, tax affected (f) (B) $ 1.0 $ 0.03 $ 2.6 $ 0.08 Tax adjustments: Other discrete tax items (e) (1.6) (0.05) 0.2 0.01 Total tax adjustments (C) $ (1.6) $ (0.05) $ 0.2 $ 0.01 Adjusted net earnings (A+B+C) and Adjusted net earnings per share $ 14.7 0.47 $ 17.8 0.56 Net sales $ 124.7 $ 142.3 Net earnings as a % of net sales 12.3% 10.5% Adjusted net earnings as a % of net sales 11.8% 12.5%
Regulation G Schedules ($ Millions, except percentages and per share amounts) Adjusted Net Earnings and Adjusted Diluted Earnings Per Share 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. Twelve Months Ended December 31, 2023 2023 2022 2022 2021 2021 2020 2020 Per share Per share Per share Per share Net earnings (loss) (A) $ 60.5 $ 1.92 $ 59.6 $ 1.85 $ (41.9) $ (1.30) $ 34.7 $ 1.06 Adjustments to reported net earnings (loss): Restructuring charges (c) 7.1 0.22 1.9 0.06 1.7 0.06 1.8 0.06 Restructuring related charges (a) 0.6 0.02 — — — — — — Environmental charges (a) 3.5 0.11 2.8 0.09 2.3 0.07 2.8 0.08 Acquisition-related costs (a) 0.4 0.01 2.5 0.08 — — 0.3 0.01 Inventory fair value step-up (b) — — 4.0 0.12 — — — — Non-cash pension and related expense (d) — — 4.8 0.15 132.4 4.10 2.5 0.08 Foreign currency loss (d) 2.0 0.06 4.9 0.15 3.3 0.10 (5.3) (0.16) Total pretax adjustments to reported net earnings (loss) $ 13.5 $ 0.42 $ 20.9 $ 0.65 $ 139.7 $ 4.33 $ 2.1 $ 0.07 Income tax effect of above adjustments (f) (2.4) (0.07) (1.6) (0.05) (31.1) (0.99) (1.7) (0.05) Total adjustments, tax affected (f) (B) $ 11.1 $ 0.35 $ 19.3 $ 0.60 $ 108.6 $ 3.34 $ 0.4 $ 0.02 Tax adjustments: Increase in valuation allowances (e) — — — — 0.9 0.0 0.2 0.01 Other discrete tax items (e) (1.6) (0.05) 0.2 0.01 (4.7) (0.14) 1.2 0.03 Total tax adjustments (C) $ (1.6) $ (0.05) $ 0.2 $ 0.01 $ (3.8) $ (0.11) $ 1.4 $ 0.04 Adjusted net earnings (A+B+C) and Adjusted Net Earnings Per Share $ 70.0 2.22 $ 79.1 2.46 $ 63.0 1.93 $ 36.5 1.12 Net sales $ 550.4 $ 586.9 $ 512.9 $ 424.1 Net earnings (loss) as a % of net sales 11.0% 10.2% -8.2% 8.2% Adjusted net earnings as a % of net sales 12.7% 13.5% 12.3% 8.6%
Reflected in selling, general and administrative and other (expense) income, net. Reflected in cost of goods sold. Reflected in restructuring charges. Reflected in other (expense) income, net. Reflected in income tax expense (income). For 2020, the discrete tax items relate to items we deemed outside normal cash-generating operations including, $0.9 million from our change in permeant reinvestment of earnings associated with Taiwan, $0.8 million of restructuring related discrete tax impacts, partially offset by $0.5 million of discrete tax benefits from net FIN48 reserve adjustments. For 2021, the discrete tax items relate to items we deemed outside normal cash-generating operations including, $5.4 million of a stranded tax benefit from the U.S. Pension termination offset by $0.7 million of tax expense from tax costs associated with a one-time internal cash movement, and $0.9 million related to the addition of a valuation allowance for a foreign subsidiary. For 2022, the discrete tax items relate to the net impact to tax expense of expired R&D credits, including the release of associated reserves. For 2023, discrete tax items include adjusting for tax benefits resulting from $0.6 million for research and development tax credits from prior years, $0.8 million in foreign tax credits related to prior years from a 2023 tax law change, as well as $0.2 million from the release of uncertain tax benefits. We determine the tax effect of non-GAAP adjustments by considering the tax laws and statutory income tax rates applicable in the tax jurisdictions of the underlying non-GAAP adjustments. For all periods presented, we applied the statutory income tax rates to the taxable portion of all of our adjustments. Our acquisition costs and foreign currency gains and losses included in our non-GAAP adjustments were not deductible for income tax purposes; therefore, no statutory income tax rate was applied to such costs. Regulation G Schedules
($ Millions, except percentages) Free Cash Flow Regulation G Schedules ($ Millions, except percentages) Controllable Working Capital 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. Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 2021 Net cash provided by operating activities $ 32.1 $ 25.5 $ 88.8 $ 121.2 $ 86.1 Capital expenditures (3.5) (5.1) (14.7) (14.3) (15.6) Free cash flow $ 28.6 $ 20.4 $ 74.1 $ 106.9 $ 70.5 Operating cash flow as a percentage of net earnings 209% 170% 147% 203% -206% Free cash flow as a percentage of adjusted net earnings 195% 115% 106% 135% 112% December 31, 2023 2022 2021 Net accounts receivable $ 78.6 $ 90.9 $ 82.2 Net inventory $ 60.0 $ 62.3 $ 49.5 Accounts payable $ (43.5) $ (53.2) $ (55.5) Controllable working capital $ 95.1 $ 100.0 $ 76.2 Quarter sales $ 124.7 $ 142.3 $ 132.5 Multiplied by 4 4 4 4 Annualized sales $ 498.8 $ 569.1 $ 530.0 Controllable working capital as a % of annualized sales 19.1% 17.6% 14.4% 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.
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