8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 2, 2021

CTS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

IN	1-4639	35-0225010
(State or other jurisdiction  of incorporation)	(Commission File Number)	(1.R.S. Employer Identification No)
4925 Indiana Avenue
Lisle IL		60532
(Address of principal executive offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code:(630) 577-8800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. l 4d2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, no par value	CTS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

The investor presentation included as Exhibit 99.1 to this report may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, during the fiscal year ended December 31, 2021.

The investor presentation includes financial information not prepared in accordance with generally accepted accounting principles (“GAAP”). A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles, as required by Regulation G, is available within Exhibit 99.1 and on our website at www.ctscorp.com. The Company believes that the non-GAAP financial measures provide investors additional ways to view our operations which we believe provide a more complete understanding of our business than could be obtained absent these disclosures. We believe the non-GAAP financial measures also provide investors a useful tool to assess shareholder value.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the investor presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted.  Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Investor Presentation dated June 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 2, 2021		CTS CORPORATION
	By:	/s/ Thomas M. White
		Thomas M. White
		Corporate Controller<br><br><br>(Principal Accounting Officer)

June 2021 Investor Presentation

This document contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, any financial or other guidance, statements that reflect our current expectations concerning future results and events, and any other statements that are not based solely on historical fact. Forward-looking statements are based on management's expectations, certain assumptions and currently available information. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on various assumptions as to future events, the occurrence of which necessarily are subject to uncertainties. These forward-looking statements are made subject to certain risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from those presented in the forward-looking statements. Examples of factors that may affect future operating results and financial condition include, but are not limited to: the ultimate impact of the COVID-19 pandemic on our business, results of operations or financial condition, changes in the economy generally and in respect to the business in which CTS operates; unanticipated issues in integrating acquisitions; the results of actions to reposition our business; rapid technological change; general market conditions in the transportation, telecommunications, and information technology industries, 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 our intellectual property; pricing pressures and demand for our products; and risks associated with our international operations, including trade and tariff barriers, exchange rates and political and geopolitical risks. Many of these, and other risks and uncertainties, are discussed in further detail in Item 1A. of our Annual Report on Form 10-K. We undertake no obligation to publicly update our forward-looking statements to reflect new information or events or circumstances that arise after the date hereof, including market or industry changes.

The information included in this presentation includes the non-GAAP financial measures of adjusted EBITDA, adjusted net earnings, adjusted diluted EPS, total debt to capitalization and free cash flow. A reconciliation of each non-GAAP financial measure to its most directly comparable GAAP financial measure is included in the Appendix to this presentation. From time to time, the company may use non-GAAP financial measures, such as those included in this presentation, in discussing its business. The company’s management believes that the foregoing non-GAAP financial measures are commonly used by financial analysts and others in the industries in which we operate, and thus further provides useful information to investors. In addition, the company’s management uses these measures when assessing the performance of the business and for business planning purposes. These non-GAAP financial measures are intended to supplement, not replace, the company’s presentation of its financial results in accordance with U.S. GAAP. 2 Forward Looking Statements

Solid Foundation With Opportunities For Growth 3 Sales/Technical Office Manufacturing Facility Note: Sales by region and end market based on trailing twelve months sales as of March 31, 2021 We aim to be a leading provider of sensing and motion devices as well as connectivity components, enabling an intelligent and seamless world. $449 Million Europe 14% North America 54% Asia 32%

Broad Product Portfolio Around Targeted Strategy 4 Controls Pedals Piezoelectric Products Position Sensors Switches Temperature Sensors Transducers EMI/RFI Filters Frequency Control Products RF Filters Specialty Capacitors Specialty Resistors Piezoelectric Products Rotary Actuators

Transportation 5 Motorcycles Light Vehicles Electric/Hybrid Vehicles Commercial Vehicles/Off-Road Market Sectors Key Customers Relevant Products Accelerator Pedals Position Sensors Temperature Sensors Current Sensors Smart Actuator

Industrial 6 Piezoelectric Components Transducers Sensors & Controls Switches EMI/RFI Filters Temperature Sensors Flow Metering Inkjet Print Heads HVAC Systems Market Sectors Commercial Sonar Key Customers Relevant Products

Medical 7 Piezoelectric Components Sensors & Controls Switches Frequency Control Products EMI/RFI Filters Equipment Control Panel Ultrasonic Imaging Therapeutic Ultrasound Market Sectors Dental Equipment Key Customers Relevant Products

Aero & Defense 8 Piezoelectric Components Transducers RF Filters Temperature Sensors Frequency Control Products Relevant Products Market Sectors Key Customers Sonobuoys Hydrophones Torpedo/Missile Control Airplane Communications

Telecom & IT 9 Piezoelectric Components RF Filters EMI/RFI Filters Frequency Control Products Relevant Products Market Sectors Key Customers Macro Cell Base Stations Small Cell Base Stations Satellite Communication Wireline/ Network Switching

End Markets Growing Mid-Single Digits 10 Transportation Industrial Medical Aero & Defense Telecom & IT SAM $1.9B Actuators – Asia/EU customers Inductive Accelerator Pedals Current Sensors E-Brake Other sensors for EV/PHEV 3D and textile printing Applications in flow, level and temperature sensing Up-integration into sensors and transducers Industrial automation and IOT Medical 3D/4D ultrasound HMI control for medical devices Wireless pacing and ultrasound-based drug delivery Increased temperature sensor needs Dental and therapeutic ultrasound applications Hydrophones for sonar applications Military communication Up-integration into sensors and transducers Penetration into European defense market Textured piezo material 5G infrastructure build out – massive MIMO and small cell deployment High-speed wireline networks Goal 20-30% 10-20% 5-15% 5-10% LV 30-50% CV 10-20% $0.9B $0.4B $2.2B $3.4B Enhancing Sales And Product Management For Organic Growth

11 Strategic M&A Approach Case Study: Successfully Built Ceramic-based Temperature Sensor Growth Platform Temperature sensors for Industrial applications 2019 Position Sensing, Ceramic materials Pre 2019 SAM : $1,900M 2020 Temperature sensors for Medical applications SAM : $1,100M Robust Growth Platform 2021+ SAM: $3B (57% increase)

Sensor Scientific Inc. Acquisition 12 Products Applications Customers Thermistors Thermistor assemblies and probes RTDs and Thermocouples Neonatal applications Lab freezers Fluid warmers Analytical Instruments Company Overview Acquisition Rationale Founded in 1983, facilities in Fairfield, NJ and Calamba, Philippines Leading designer and manufacturer of thermistors & temperature sensor assemblies for medical and industrial applications Broad portfolio of high-quality products, including thermistors (NTC, glass-encapsulated, epoxy-coating), RTDs and thermocouples Temperature sensing capabilities range from -70C to +500C Expands CTS temperature sensing technology platform Increases presence in growing medical and industrial end markets Expands OEM customer base and enables cross-selling Global market opportunity of >$1.1 billion

Balanced Capital Deployment Approach 13 Capital Structure Leverage = 1.0x - 2.5x EBITDA Operating Cash Flow Return Capital to Shareholders ~4% of Sales 20-40% of Free Cash Flow 12-15% of Sales 60-80% of Free Cash Flow Growth Acquisitions Investment Dividends & Buybacks

Financial Performance Trend and 2021 Guidance 14 Adjusted Earnings Per Share Sales ($ Millions) $500 $445 $1.70 $1.35 (Using Diluted Shares)

Strong Cash Conversion and Balance Sheet 15 Free Cash Flow ($ Millions) $300 $103 $50 Borrowed Total Facility Low Leverage and Debt to Equity Ratio Solid Pipeline of M&A Targets Disciplined Approach – Strategic Fit, ROIC Note: FCF Conversion = FCF / Adjusted Net Earnings Cash and Debt ($ Millions) FCF FCF Conversion Good Cash Availability for Strategic Acquisitions Note: Cash and Debt balance as of Mar 2021

Financial Framework 16 Targeting 10% Annual Growth (Organic + Inorganic)

Pension Plan Settlement Update Plan status on Dec 31, 2020 Overfunded on cash basis approx. $55m Unrecognized deferred losses of approx. $125M

Plan termination steps in process Lump sum settlement payout – Q2 2021 Purchase of final annuities – Estimated Q3-Q4 2021

Expected 2021 impact

Estimated non-cash settlement charges, recognized in Other Income/Expense Approx. $20m in Q2 2021, linked to Lump sum settlement Approx. $105m in Q3-Q4 2021, linked to final annuity purchase

Significant impact on GAAP tax in Q2 and at final annuity purchase 17

Appendix 18

19 CTS Core Values

($ Millions, except percentages and Adjusted Diluted EPS) 20 Financial Summary Note: See Regulation G reconciliations from GAAP to Non-GAAP measures and adjustments. Net Sales Adjusted Diluted EPS Operating Cash Flow Total Debt / Capitalization Depreciation and Amortization Adjusted EBITDA Adjusted EBITDA % of Sales Gross Margin Gross Margin % of Sales 2018 $470.5 $1.53 $58.2 11.7% $22.5 $92.1 19.6% $165.0 35.1% 2019 $469.0 $1.45 $64.4 19.7% $24.6 $89.5 19.1% $157.6 33.6% 2020 $424.1 $1.12 $76.8 11.4% $26.7 $77.5 18.3% $139.1 32.8% Q1 2021 $128.4 $0.46 $20.1 10.3% $6.8 $25.7 20.0% $42.6 33.2%

21 Regulation G Schedules ($ Millions, except percentages) Adjusted EBITDA

22 Regulation G Schedules ($ Millions, except percentages) Adjusted Net Earnings

23 Regulation G Schedules Adjusted Diluted EPS ($ Millions, except percentages) Total Debt to Capitalization

24 Regulation G Schedules ($ Millions) Free Cash Flow