Form 8-K - Current report

0000026058false00000260582024-07-302024-07-30

 

 

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): July 30, 2024

 

 

CTS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Indiana			1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4925 Indiana Avenue
Lisle, Illinois				60532
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		CTS		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. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On July 30, 2024, CTS Corporation (the "Company") issued a press release providing certain results for the second quarter ended June 30, 2024, 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 July 30, 2024, relating to the Company's financial results for the second quarter ended June 30, 2024. 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 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit		Description
99.1		Earnings Release dated July 30, 2024
99.2		Slides of CTS Corporation, 2nd Quarter 2024, dated July 30, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

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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.

 

Date: July 30, 2024		CTS CORPORATION
	By:	/s/ Thomas M. White
		Thomas M. White
		Corporate Controller

 

 

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Exhibit 99.1

 

 

July 30, 2024	FOR IMMEDIATE RELEASE

 

 

CTS Announces Second Quarter 2024 Results

Continued Focus on Diversification; Announces Acquisition of SyQwest, LLC

Lisle, Ill. - CTS Corporation (NYSE: CTS), a leading global designer and manufacturer of custom engineered solutions that “Sense, Connect and Move,” today announced second quarter 2024 results.

“We achieved earnings in line with our expectations, despite softness in the transportation end market. We made progress on operational improvements, which helped partially offset the unfavorable impact from lower volumes.” said Kieran O’Sullivan, CEO of CTS Corporation. “Our team is energized on future growth through continued diversification of our customer base and building our pipeline of opportunities. We remain committed to a disciplined capital structure to support organic growth, strategic acquisitions and returning cash to shareholders.”

CTS completed the acquisition of SyQwest, LLC on July 29, 2024 for $125 million, net of cash and debt, and contingent consideration. SyQwest is a leading designer and manufacturer of a broad set of sonar and acoustic sensing solutions primarily for naval applications. “SyQwest adds strong technical capabilities and enhances our scale in underwater acoustic applications in the defense end-market, further advancing our diversification strategy,” said Kieran O’Sullivan. “We are excited about the growth momentum and welcome Bob Tarini and the SyQwest team to CTS.”

Second Quarter 2024 Results

•

Sales were $130 million, up 4% sequentially compared to the first quarter of 2024, and down 10% year-over-year. Sales to non-transportation end markets increased 11% sequentially and 4% year-over-year. Sales to the transportation end market decreased 3% sequentially and 22% year-over-year.

•

Net income was $15 million, or 11% of sales, up from $13 million, or 9% of sales, in the second quarter of 2023.

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Earnings per diluted share were $0.48, compared to $0.41 in the second quarter of 2023.

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Adjusted earnings per diluted share were $0.54, down from $0.59 in the second quarter of 2023.

•

Adjusted EBITDA margin was 21.7%, compared to 21.3% in the second quarter of 2023.

•

Operating cash flow was $20 million down from $23 million in the second quarter of 2023.

2024 Guidance

Given the more moderate growth expectations in the second half of 2024, CTS is updating its guidance of sales in the range of $525 - $540 million and adjusted diluted EPS to be in the range of $2.05 - $2.25, including the expected impact from the SyQwest acquisition.

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

www.ctscorp.com

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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. (ET) today. The dial-in numbers for access from the U.S. are: [phone] (Toll-Free) and [phone] (Local), if calling from outside the U.S., please refer to Global Dial In Numbers to identify the applicable dial-in number for your location. The passcode is 325452. 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://investors.ctscorp.com/news-events/events-and-presentations/.

Any replay, rebroadcast, transcript or other reproduction or transmission of this conference call, other than the replay accessible through the website noted above, has not been authorized by the Company and is strictly prohibited. Investors should be aware that any unauthorized reproduction of this conference call may not be an accurate reflection of its contents.

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.

Cautionary Statement Regarding Forward-Looking Statements

Readers are cautioned that the statements contained in this document regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are, or may be deemed to be, “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this document, including statements regarding our strategy, financial position, guidance, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, among others, are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “continued,” “project,” “plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,” “predict,” “demonstrates,” “may,” “will,” “might,” “could,” “intend,” “shall,” “possible,” “would,” “approximately,” “likely,” “outlook,” “schedule,” “on track,” “poised,” “pipeline,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements , but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results. 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

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economy generally, including inflationary and/or recessionary conditions, and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions, including, without limitation, the integration of SyQwest, LLC; 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

[phone]

[e-mail]

 

 

 

www.ctscorp.com

 

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CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED

(In thousands, except per share amounts)

 

 

		Three Months Ended								Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Net sales		$	130,162			$	145,182			$	255,912			$	291,176
Cost of goods sold			83,790				94,440				164,450				188,782
Gross margin			46,372				50,742				91,462				102,394
Selling, general and administrative expenses			21,332				23,694				43,591				45,673
Research and development expenses			6,086				6,721				12,687				13,307
Restructuring charges			1,190				1,895				2,884				2,807
Operating earnings			17,764				18,432				32,300				40,607
Other (expense) income:
Interest expense			(833	)			(818	)			(1,635	)			(1,512	)
Interest income			1,441				1,072				2,827				2,135
Other expense, net			(603	)			(2,606	)			(2,066	)			(2,441	)
Total other income (expense), net			5				(2,352	)			(874	)			(1,818	)
Earnings before income taxes			17,769				16,080				31,426				38,789
Income tax expense			3,062				3,183				5,600				7,548
Net earnings		$	14,707			$	12,897			$	25,826			$	31,241
Earnings per share:
Basic		$	0.48			$	0.41			$	0.84			$	0.99
Diluted		$	0.48			$	0.41			$	0.84			$	0.98
Basic weighted – average common shares outstanding:			30,511				31,488				30,627				31,560
Effect of dilutive securities			219				197				224				224
Diluted weighted – average common shares outstanding:			30,730				31,685				30,851				31,784
Cash dividends declared per share		$	0.04			$	0.04			$	0.08			$	0.08

 

 

 

 

 

 

 

www.ctscorp.com

 

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CTS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)

 

		(Unaudited) June 30,  2024				December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents		$	161,246			$	163,876
Accounts receivable, net			85,380				78,569
Inventories, net			51,670				60,031
Other current assets			16,566				16,873
Total current assets			314,862				319,349
Property, plant and equipment, net			91,759				92,592
Operating lease assets, net			24,181				26,425
Other Assets
Goodwill			156,061				157,638
Other intangible assets, net			96,827				103,957
Deferred income taxes			26,619				25,183
Other			15,313				16,023
Total other assets			294,820				302,801
Total Assets		$	725,622			$	741,167
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	40,864			$	43,499
Accrued payroll and benefits			15,286				14,585
Operating lease obligations			4,371				4,394
Accrued expenses and other liabilities			31,926				34,561
Total current liabilities			92,447				97,039
Long-term debt			65,000				67,500
Long-term operating lease obligations			22,741				24,965
Long-term pension obligations			4,583				4,655
Deferred income taxes			14,314				14,729
Other long-term obligations			3,786				5,457
Total Liabilities			202,871				214,345
Commitments and Contingencies
Shareholders’ Equity
Common stock			321,894				319,269
Additional contributed capital			41,586				45,097
Retained earnings			625,614				602,232
Accumulated other comprehensive loss			775				4,264
Total shareholders’ equity before treasury stock			989,869				970,862
Treasury stock			(467,118	)			(444,040	)
Total shareholders’ equity			522,751				526,822
Total Liabilities and Shareholders’ Equity		$	725,622			$	741,167

 

 

www.ctscorp.com

 

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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.

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Restructuring charges – costs primarily related to workforce reductions, building and equipment relocations, asset impairment charges and other facility closure activities in connection with our continued optimization of our organization.

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Restructuring-related charges – costs related to restructuring actions that do not qualify as direct restructuring charges under U.S. GAAP. These include duplicative expenses arising from plant consolidation transition activities such as excess rent, utilities, and personnel-related and other costs incurred prior to the start of production at a new location.

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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.

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Acquisition-related costs – diligence and transaction costs related to acquisitions including related contingent earnout adjustments.

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Inventory fair value step-up costs – purchase accounting-related inventory costs from acquisitions.

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Foreign exchange (gains) losses – remeasurement income and expenses for non-U.S. subsidiaries with the U.S. dollar as the functional currency.

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Non-cash pension expenses (income) – pension income and expenses related to the non-operating U.S. pension and post-retirement life insurance plans, including historical plan settlement activities.

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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

 

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Adjusted Gross Margin

		Three Months Ended June 30,								Six Months Ended June 30,								Twelve Months Ended December 31,
		2024				2023				2024				2023				2023				2022				2021
Gross margin		$	46.4			$	50.7			$	91.5			$	102.4			$	190.9			$	210.5			$	184.6
Net sales		$	130.2			$	145.2			$	255.9			$	291.2			$	550.4			$	586.9			$	512.9
Gross margin as a % of net sales			35.6	%			35.0	%			35.7	%			35.2	%			34.7	%			35.9	%			36.0	%
Adjustments to reported gross margin:
Restructuring-related charges (b)			0.2				—				0.7				—				0.6				—				—
Inventory fair value step-up (b)			—				—				—				—				—				4.0				—
Adjusted gross margin		$	46.6			$	50.7			$	92.2			$	102.4			$	191.5			$	214.5			$	184.6
Adjusted gross margin as a % of net sales			35.8	%			35.0	%			36.0	%			35.2	%			34.8	%			36.5	%			36.0	%

 

 

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Adjusted Operating Earnings

		Three Months Ended June 30,								Six Months Ended June 30,								Twelve Months Ended December 31,
		2024				2023				2024				2023				2023				2022				2021
Operating earnings		$	17.8			$	18.4			$	32.3			$	40.6			$	75.1			$	93.0			$	76.5
Net sales		$	130.2			$	145.2			$	255.9			$	291.2			$	550.4			$	586.9			$	512.9
Operating earnings as a % of net sales			13.6	%			12.7	%			12.6	%			13.9	%			13.6	%			15.8	%			14.9	%
Adjustments to reported operating earnings:
Restructuring charges (c)			1.2				1.9				2.9				2.8				7.1				1.9				1.7
Restructuring-related charges (b)			0.2				—				0.7				—				0.6				—				—
Environmental charges (a)			0.5				2.2				0.7				2.7				3.5				2.8				2.3
Acquisition-related costs (a)			(0.3	)			—				(0.6	)			0.2				0.4				0.8				—
Inventory fair value step-up (b)			—				—				—				—				—				4.0				—
Total adjustments to reported operating earnings		$	1.6			$	4.1			$	3.8			$	5.7			$	11.5			$	9.5			$	3.9
Adjusted operating earnings		$	19.4			$	22.5			$	36.1			$	46.3			$	86.6			$	102.5			$	80.4
Adjusted operating earnings as a % of net sales			14.9	%			15.5	%			14.1	%			15.9	%			15.7	%			17.5	%			15.7	%

 

 

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Adjusted EBITDA Margin

		Three Months Ended June 30,								Six Months Ended June 30,								Twelve Months Ended December 31,
		2024				2023				2024				2023				2023				2022				2021
Net earnings (loss)		$	14.7			$	12.9			$	25.8			$	31.2			$	60.5			$	59.6			$	(41.9	)
Net sales		$	130.2			$	145.2			$	255.9			$	291.2			$	550.4			$	586.9			$	512.9
Net earnings (loss) margin			11.3	%			8.9	%			10.1	%			10.7	%			11.0	%			10.2	%			-8.2	%
Depreciation and amortization expense			7.3				7.3				14.7				14.2				28.7				29.8				26.9
Interest expense			0.8				0.8				1.6				1.5				3.3				2.2				2.1
Tax expense (benefit)			3.1				3.2				5.6				7.5				14.6				21.2				(19.0	)
EBITDA			25.9				24.2				47.7				54.5				107.2				112.7				(31.8	)
Adjustments to EBITDA:
Restructuring charges (c)			1.2				1.9				2.9				2.8				7.1				1.9				1.7
Restructuring-related charges (b)			0.2				—				0.7				—				0.6				—				—
Environmental charges (a)			0.5				2.2				0.7				2.7				3.5				2.8				2.3
Acquisition-related costs (a)			(0.3	)			—				(0.6	)			0.2				0.4				2.5				—
Inventory fair value step-up (b)			—				—				—				—				—				4.0				—
Non-cash pension and related expense (d)			0.1				—				0.1				—				—				4.8				132.4
Foreign currency loss (d)			0.6				2.8				2.1				2.7				2.0				4.9				3.3
Total adjustments to EBITDA			2.3				6.8				6.0				8.4				13.5				20.9				139.7
Adjusted EBITDA		$	28.2			$	31.0			$	53.7			$	62.9			$	120.7			$	133.6			$	107.9
Adjusted EBITDA Margin			21.7	%			21.3	%			21.0	%			21.6	%			21.9	%			22.8	%			21.0	%

 

 

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Adjusted Net Earnings and Adjusted Diluted Earnings Per Share

		Three Months Ended June 30,																Six Months Ended June 30,
		2024				2024				2023				2023				2024				2024				2023				2023
						Per share								Per share								Per share								Per share
Net earnings (A)		$	14.7			$	0.48			$	12.9			$	0.41			$	25.8			$	0.84			$	31.2			$	0.98
Adjustments to reported net earnings:
Restructuring charges (c)			1.2				0.04				1.9				0.06				2.9				0.09				2.8				0.09
Restructuring-related charges (b)			0.2				0.01				—				—				0.7				0.02				—				—
Environmental charges (a)			0.5				0.02				2.2				0.07				0.7				0.02				2.7				0.09
Acquisition-related costs (a)			(0.3	)			(0.01	)			—				—				(0.6	)			(0.02	)			0.2				0.00
Non-cash pension and related expense (d)			0.1				—				—				—				0.1				—				—				—
Foreign currency loss (d)			0.6				0.02				2.8				0.09				2.1				0.07				2.7				0.08
Total pretax adjustments to reported net earnings		$	2.3			$	0.07			$	6.8			$	0.21			$	6.0			$	0.19			$	8.4			$	0.26
Income tax effect of above adjustments (f)			(0.5	)			(0.02	)			(0.9	)			(0.03	)			(1.0	)			(0.03	)			(1.2	)			(0.04	)
Total adjustments, tax affected (f) (B)		$	1.8			$	0.06			$	5.9			$	0.18			$	5.0			$	0.16			$	7.2			$	0.22
Tax adjustments:
Other discrete tax items (e)			—				—				—				—				0.3				0.01				—				—
Total tax adjustments (C)		$	—			$	—			$	—			$	—			$	0.3			$	0.01			$	—			$	—
Adjusted net earnings (A+B+C) and Adjusted net earnings per share		$	16.5			$	0.54			$	18.8			$	0.59			$	31.1			$	1.01			$	38.4			$	1.20
Net sales		$	130.2							$	145.2							$	255.9							$	291.2
Net earnings as a % of net sales			11.3	%							8.9	%							10.1	%							10.7	%
Adjusted net earnings as a % of net sales			12.7	%							13.0	%							12.1	%							13.2	%

 

 

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		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 (b)			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

 

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expense of expired research and development 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. For 2024, the discrete tax items relate to items we deemed outside normal cash-generating operations including the addition of a valuation allowance for a foreign subsidiary.

(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

		June 30,								December 31,
		2024				2023				2023				2022				2021
Net accounts receivable		$	85.4			$	97.5			$	78.6			$	90.9			$	82.2
Net inventory		$	51.7			$	62.6			$	60.0			$	62.3			$	49.5
Accounts payable		$	(40.9	)		$	(53.1	)		$	(43.5	)		$	(53.2	)		$	(55.5	)
Controllable working capital		$	96.2			$	107.0			$	95.1			$	100.0			$	76.2
Quarter sales		$	130.2			$	145.2			$	124.7			$	142.3			$	132.5
Multiplied by 4			4				4				4				4				4
Annualized sales		$	520.6			$	580.7			$	498.8			$	569.1			$	530.0
Controllable working capital as a % of annualized sales			18.5	%			18.4	%			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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Free Cash Flow

		Three Months Ended June 30,								Six Months Ended June 30,								Twelve Months Ended December 31,
		2024				2023				2024				2023				2023				2022				2021
Net cash provided by operating activities		$	19.6			$	23.4			$	37.9			$	34.6			$	88.8			$	121.2			$	86.1
Capital expenditures			(4.6	)			(3.9	)			(8.7	)			(8.5	)			(14.7	)			(14.3	)			(15.6	)
Free cash flow		$	15.0			$	19.5			$	29.3			$	26.1			$	74.1			$	106.9			$	70.5
Operating cash flow as a percentage of net earnings			133	%			181	%			147	%			111	%			147	%			203	%			-206	%
Free cash flow as a percentage of adjusted net earnings			91	%			103	%			94	%			68	%			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 June 30,								Six Months Ended June 30,								Twelve Months Ended December 31,
		2024				2023				2024				2023				2023				2022				2021
Capital expenditures		$	4.6			$	3.9			$	8.7			$	8.5			$	14.7			$	14.3			$	15.6
Net sales		$	130.2			$	145.2			$	255.9			$	291.2			$	550.4			$	586.9			$	512.9
Capex as % of net sales			3.6	%			2.7	%			3.4	%			2.9	%			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 June 30,								Six Months Ended June 30,								Twelve Months Ended December 31,
		2024				2023				2024				2023				2023				2022				2021
Depreciation and amortization expense		$	7.3			$	7.3			$	14.7			$	14.2			$	28.7			$	29.8			$	26.9
Stock-based compensation expense		$	1.3			$	1.6			$	2.5			$	3.2			$	5.2			$	7.7			$	6.1

 

 

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CTS Corporation 2nd Quarter2024 Earnings Call July 30, 2024

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Cautionary Statement Regarding Forward-Looking Statements Readers are cautioned that the statements contained in this document regarding expectations of our performance or other matters that may affect our business, results of operations, or financial condition are, or may be deemed to be, “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included or incorporated in this document, including statements regarding our strategy, financial position, guidance, funding for continued operations, cash reserves, liquidity, projected costs, plans, projects, awards and contracts, and objectives of management, among others, are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “continued,” “project,” “plan,” “goals,” “opportunity,” “appeal,” “estimate,” “potential,” “predict,” “demonstrates,” “may,” “will,” “might,” “could,” “intend,” “shall,” “possible,” “would,” “approximately,” “likely,” “outlook,” “schedule,” “on track,” “poised,” “pipeline,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements , but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results. 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, including, without limitation, the integration of SyQwest, LLC.; 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.  CTS refers to the forward-looking measures of book-to-bill ratio and total booked business in this document. Book-to-bill ratio is the ratio of customer orders received to revenues recorded for the same period. Although the book-to-bill ratio reflects firm customer orders, changes such as terminations, amendments, or contract cancellations may occur which could result in a reduction to the customer orders. Total booked business reflects expected revenue from the remaining life of long-term agreements with transportation customers. Total booked business is adjusted periodically for changes in expected revenue based on market information, fluctuations in foreign currency exchange rates, information from our customers, and any other factors that may impact the expected revenue from these agreements.  Book-to-bill ratio and total booked business are not defined by U.S. GAAP and our methodology for calculating these measures may not be consistent with or comparable to other similarly titled measures of other companies.  

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  Non-transportation revenues up 11% sequentially, up 4% year-over-year Transportation revenues down 3% sequentially, down 22% year-over-year primarily due to lower commercial vehicle sales and China softness Book-to-bill ratio2 0.99, added 3 new customers Generated $20M in operating cash flow $130M Revenue (10)% Second Quarter 35.8% Adj Gross Margin1 +80 bps $0.54 Adj. Diluted EPS1 (10)% 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. 2 Refer to slide 2 for information on book-to-bill ratio. Q2 2024 – Driving Operational Execution, Continued Focus on Diversification 

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Strategic Acquisition – SyQwest, LLC Moving up the value chain, increasing value to Defense customers Surface Ships Submarines Torpedoes AUV/UUVs Enabling Sonar Systems for: Business Summary Accelerate CTS diversification strategy Deeper penetration into US defense Growth from continued military spending Move up the value chain More value add with defense customers Increased access to defense programs Expand technical expertise in key applications for piezoelectric ceramics Designer and manufacturer of acoustic sensing solutions for defense Acoustic sensor solutions for target detection Transducers that emit sound waves for sonar Hydrophones that receive sound waves Outboard electronics to filter, amplify and convert signal from hydrophones to inboard sonar Based in Cranston, RI Transaction Rationale

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Medical 5 Aerospace & Defense ($ Millions) Revenue1 ($ Millions) Momentum with growth in first half of 2024, continued growth expected in second half Two new customers Lead-free drug delivery application Minimally invasive optical application Multiple wins for diagnostic ultrasound and medical therapeutics Sales up sequentially and year-over-year, expecting growth through 2024 Gaining traction on European defense growth for a new submarine application SyQwest acquisition further advances our diversification strategy Revenue1 1 The end market sales for 2022 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. End Market Update

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End Market Update Industrial 2 Refer to slide 2 for information on total booked business. 6 Transportation ($ Millions) ($ Millions) Revenue Sales up sequentially, gradual recovery in distribution and OEMs Wins for industrial printing, temperature sensing, flow metering, commercial appliances Added one new customer in test and measurement Softer demand for commercial vehicle products Foreign OEMs losing share to domestic OEMs in China Passive safety sensor wins for light vehicles, current sensing for underground excavation $1.1 billion total booked business2 at end of second quarter of 2024 Revenue1 1 The end market sales for 2022 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.

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$2.25 3 $2.05 Notes:  1 CAGR based on mid point of 2024 guidance 2 Adjusted Diluted EPS is a non-GAAP financial measure. Refer to the Appendix for reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP. 3 Guidance includes the expected impact from the SyQwest acquisition FY 2024 Guidance Revenue ($ Millions) Adjusted Diluted EPS 2 $525 $540 3 2020-2024 CAGR 6% 1 Continued progress in medical, aerospace and defense end markets Recovery in industrial end market expected to be more modest in the second half of 2024 Softness in commercial vehicle-related sales in 2024  Light vehicle market 2024 production expected to be slightly down year-over-year. In China, foreign OEMs losing volume to Chinese OEMs. Tax rate expected to be in the range of 18-21% excluding discrete items Key Outlook Assumptions 2020-2024 CAGR 18% 1

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2nd Quarter Financial Results

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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 up 4% vs. Q1 2024, down 10% vs. Q2 2023 Non-transportation revenues up 11% sequentially, up 4% year-over-year Transportation revenues down 3% sequentially, down 22% year-over-year primarily due to lower commercial vehicle sales and China softness Adjusted Gross Margin down 45 bps sequentially, up 80 bps vs. prior year Prioritizing growth projects while managing operating expenses Net Income $12.9 $11.1 $14.7 Diluted EPS $0.41 $0.36 $0.48 Adj. Diluted EPS1 $0.59 $0.47 $0.54 Adj. Gross Margin1 35.0% 36.2% 35.8% Adj. EBITDA Margin1 21.3% 20.3% 21.7% Revenue Q2 2024 Financial Summary Results ($ Millions, except percentages and per share amounts) Highlights

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Cash and Debt2 $26M Cash Returned to Shareholders YTD 20244 $29M YTD 2024 Free Cash Flow3 Strong Balance Sheet Solid Foundation for Strategic M&A $9M YTD 2024 Capital Expenditures Borrowed Total Facility Operating Cash Flow1 Prioritizing strong cash flow generation ($ Millions) ($ Millions) Notes:  1 2022 results include $27m from US pension plan termination 2 Cash and Debt balance as of June 30, 2024, and do not reflect the impact of the SyQwest acquisition 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.

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Q & A

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Appendix

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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 reductions, building and equipment relocations, asset impairment charges and other facility closure activities 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 U.S. GAAP. These include duplicative expenses arising from plant consolidation transition activities such as excess rent, utilities, personnel-related and other costs incurred prior to the start of production at a 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.

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Regulation G Schedules ($ Millions, except percentages) Adjusted Gross Margin Three Months EndedJune 30, Six Months EndedJune 30, Three Months Ended March 31, Twelve Months EndedDecember 31, 2024 2023 2024 2023 2024 2023 2022 2021 Gross margin $ 46.4 $ 50.7 $ 91.5 $ 102.4 $ 45.1 $ 190.9 $ 210.5 $ 184.6 Net sales   $ 130.2   $ 145.2   $ 255.9   $ 291.2   $ 125.7 $ 550.4   $ 586.9   $ 512.9 Gross margin as a % of net sales 35.6% 35.0% 35.7% 35.2% 35.9% 34.7% 35.9% 36.0% Adjustments to reported gross margin: Restructuring-related charges (b) 0.2 — 0.7 — 0.5 0.6 — — Inventory fair value step-up (b) — — — — — — 4.0 — Adjusted gross margin   $ 46.6   $ 50.7   $ 92.2   $ 102.4   $ 45.6 $ 191.5   $ 214.5   $ 184.6   Adjusted gross margin as a % of net sales   35.8%   35.0%   36.0%   35.2%   36.2% 34.8%   36.5%   36.0%

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Regulation G Schedules ($ Millions, except percentages) Adjusted Operating Earnings Three Months EndedJune 30, Six Months EndedJune 30, Twelve Months EndedDecember 31, 2024 2023 2024 2023 2023 2022 2021 Operating earnings $ 17.8 $ 18.4 $ 32.3 $ 40.6 $ 75.1 $ 93.0 $ 76.5 Net sales $ 130.2 $ 145.2 $ 255.9 $ 291.2 $ 550.4 $ 586.9 $ 512.9 Operating earnings as a % of net sales 13.6% 12.7% 12.6% 13.9% 13.6% 15.8% 14.9% Adjustments to reported operating earnings: Restructuring charges (c) 1.2 1.9 2.9 2.8 7.1 1.9 1.7 Restructuring-related charges (b) 0.2 — 0.7 — 0.6 — — Environmental charges (a) 0.5 2.2 0.7 2.7 3.5 2.8 2.3 Acquisition-related costs (a) (0.3) — (0.6) 0.2 0.4 0.8 — Inventory fair value step-up (b) — — — — — 4.0 — Total adjustments to reported operating earnings $ 1.6 $ 4.1 $ 3.8 $ 5.7 $ 11.5 $ 9.5 $ 3.9 Adjusted operating earnings $ 19.4 $ 22.5 $ 36.1 $ 46.3 $ 86.6 $ 102.5 $ 80.4 Adjusted operating earnings as a % of net sales 14.9% 15.5% 14.1% 15.9% 15.7% 17.5% 15.7%

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Regulation G Schedules ($ Millions, except percentages) Adjusted EBITDA Margin Three Months EndedJune 30, Six Months EndedJune 30, Three Months Ended March 31, Twelve Months EndedDecember 31, 2024 2023 2024   2023 2024 2023 2022 2021 Net earnings (loss) $ 14.7 $ 12.9 $ 25.8 $ 31.2 $ 11.1 $ 60.5 $ 59.6 $ (41.9) Net sales $ 130.2 $ 145.2 $ 255.9 $ 291.2 $ 125.7 $ 550.4 $ 586.9 $ 512.9 Net earnings (loss) margin 11.3% 8.9% 10.1% 10.7% 8.8% 11.0% 10.2% -8.2% Depreciation and amortization expense 7.3 7.3 14.7 14.2 7.3 28.7 29.8 26.9 Interest expense 0.8 0.8 1.6 1.5 0.8 3.3 2.2 2.1 Tax expense (benefit) 3.1 3.2 5.6   7.5     2.5 14.6 21.2 (19.0) EBITDA 25.9 24.2 47.7 54.5 21.8 107.2 112.7 (31.8) Adjustments to EBITDA: Restructuring charges (c) 1.2 1.9 2.9 2.8 1.7 7.1 1.9 1.7 Restructuring-related charges (b) 0.2 — 0.7 — 0.5 0.6 — — Environmental charges (a) 0.5 2.2 0.7 2.7 0.2 3.5 2.8 2.3 Acquisition-related costs (a) (0.3) — (0.6) 0.2 (0.3) 0.4 2.5 — Inventory fair value step-up (b) — — — — — — 4.0 — Non-cash pension and related expense (d) 0.1 — 0.1 — — — 4.8 132.4 Foreign currency loss (d) 0.6 2.8 2.1 2.7 1.5 2.0 4.9 3.3 Total adjustments to EBITDA 2.3 6.8 6.0 8.4 3.7 13.5 20.9 139.7 Adjusted EBITDA $ 28.2 $ 31.0 $ 53.7 $ 62.9 $ 25.5 $ 120.7 $ 133.6 $ 107.9 Adjusted EBITDA Margin 21.7% 21.3% 21.0% 21.6% 20.3% 21.9% 22.8% 21.0%

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Regulation G Schedules ($ Millions, except percentages and per share amounts) Adjusted Net Earnings and Adjusted Diluted Earnings Per Share Three Months EndedJune 30, Six Months EndedJune 30, Three Months Ended March 31, 2024 2024 2023 2023 2024 2024 2023 2023 2024 2024 Per share Per share Per share Per share   Per share Net earnings (A) $ 14.7 $ 0.48 $ 12.9 $ 0.41 $ 25.8 $ 0.84 $ 31.2 $ 0.98 $ 11.1 $ 0.36 Adjustments to reported net earnings: Restructuring charges (c) 1.2 0.04 1.9 0.06 2.9 0.09 2.8 0.09 1.7 0.05 Restructuring-related charges (b) 0.2 0.01 — — 0.7 0.02 — — 0.5 0.02 Environmental charges (a) 0.5 0.02 2.2 0.07 0.7 0.02 2.7 0.09 0.2 0.01 Acquisition-related costs (a) (0.3) (0.01) — — (0.6) (0.02) 0.2 0.00 (0.3) (0.01) Non-cash pension and related expense (d) 0.1 — — — 0.1 — — — — — Foreign currency loss (d) 0.6 0.02 2.8 0.09 2.1 0.07 2.7 0.08 1.5 0.05 Total pretax adjustments to reported net earnings $ 2.3 $ 0.07 $ 6.8 $ 0.21 $ 6.0 $ 0.19 $ 8.4 $ 0.26 $ 3.7 $ 0.12 Income tax effect of above adjustments (f) (0.5) (0.02) (0.9) (0.03) (1.0) (0.03) (1.2) (0.04) (0.6) (0.02) Total adjustments, tax affected (f) (B) $ 1.8 $ 0.06 $ 5.9 $ 0.18 $ 5.0 $ 0.16 $ 7.2 $ 0.22 $ 3.1 $ 0.10 Tax adjustments: Other discrete tax items (e) — — — — 0.3 0.01 — — 0.3 0.01 Total tax adjustments (C) $ — $ — $ — $ — $ 0.3 $ 0.01 $ — $ — $ 0.3 $ 0.01 Adjusted net earnings (A+B+C) and Adjusted net earnings per share $ 16.5 $ 0.54 $ 18.8 $ 0.59 $ 31.1 $ 1.01 $ 38.4 $ 1.20 $ 14.6 $ 0.47 Net sales $ 130.2 $ 145.2 $ 255.9 $ 291.2 $ 125.7 Net earnings as a % of net sales 11.3% 8.9% 10.1% 10.7% 8.8% Adjusted net earnings as a % of net sales 12.7% 13.0% 12.1% 13.2% 11.6%

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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 EndedDecember 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 (b) 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 (gain) (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%

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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 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 research and development 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. For 2024, the discrete tax items relate to items we deemed outside normal cash-generating operations including the addition of a valuation allowance for a foreign subsidiary.  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

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($ Millions, except percentages) Free Cash Flow ($ Millions, except percentages) Controllable Working Capital 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. 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. Regulation G Schedules Three Months EndedJune 30, Six Months EndedJune 30, Twelve Months EndedDecember 31, 2024 2023 2024 2023 2023 2022 2021 Net cash provided by operating activities $ 19.6 $ 23.4 $ 37.9 $ 34.6 $ 88.8 $ 121.2 $ 86.1 Capital expenditures (4.6) (3.9) (8.7) (8.5) (14.7) (14.3) (15.6) Free cash flow $ 15.0 $ 19.5 $ 29.3 $ 26.1 $ 74.1 $ 106.9 $ 70.5 Operating cash flow as a percentage of net earnings (loss) 133% 181% 147% 111% 147% 203% -206% Operating cash flow as a percentage of adjusted EBITDA 70% 76% 71% 55% 74% 91% 80% Free cash flow as a percentage of adjusted net earnings 91% 103% 94% 68% 106% 135% 112% June 30, December 31, 2024 2023 2023 2022 2021 Net accounts receivable $ 85.4 $ 97.5 $ 78.6 $ 90.9 $ 82.2 Net inventory $ 51.7 $ 62.6 $ 60.0 $ 62.3 $ 49.5 Accounts payable $ (40.9) $ (53.1) $ (43.5) $ (53.2) $ (55.5) Controllable working capital $ 96.2 $ 107.0 $ 95.1 $ 100.0 $ 76.2 Quarter sales $ 130.2 $ 145.2 $ 124.7 $ 142.3 $ 132.5 Multiplied by 4 4 4 4 4 4 Annualized sales $ 520.6 $ 580.7 $ 498.8 $ 569.1 $ 530.0 Controllable working capital as a % of annualized sales 18.5% 18.4% 19.1% 17.6% 14.4%

Document And Entity Information	Jul. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 30, 2024
Entity Registrant Name	CTS CORPORATION
Entity Central Index Key	0000026058
Entity Emerging Growth Company	false
Entity File Number	1-4639
Entity Incorporation, State or Country Code	IN
Entity Tax Identification Number	35-0225010
Entity Address, Address Line One	4925 Indiana Avenue
Entity Address, City or Town	Lisle
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60532
City Area Code	(630)
Local Phone Number	577-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	CTS
Security Exchange Name	NYSE

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