Good morning or good afternoon, all. Welcome to the CTS Corporation Second Quarter 2024 Conference Call. My name is Adam, and I will be your operator today. [Operator Instructions] I’ll now hand the floor to CEO, Kieran O'Sullivan to begin. So Kieran, please go ahead when you're ready.

Thanks, Adam. Good morning, and thank you for joining our second quarter 2024 earnings call. We achieved earnings in line with our expectations despite softness in the transportation end market. CTS is focused on future growth through continued diversification of our customer base and end markets. Yesterday, we completed the acquisition of SyQwest, LLC, a leading designer and manufacturer of sonar and underwater acoustic sensing and electronic solutions, primarily for the U.S. naval defense market. SyQwest's products enable the sonar systems that guide and protect our submarines and surface ships. We extend a warm welcome to Bob Tarini and the SyQwest team, and look forward to leveraging our combined capabilities to drive growth in defense. The acquisition is expected to be accretive in 2025. Ashish will take us through the safe harbor statement. Ashish?

I would like to remind our listeners that this conference call contains forward-looking statements. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Additional information regarding these risks and uncertainties is contained in the press release issued today, and more information can be found in the company's SEC filings. To the extent that today's discussion refers to any non-GAAP measures under Regulation G, the required explanations and reconciliations are available with today's earnings press release and supplemental slide presentation, which can be found in the Investors section of the CTS website. I will now turn the discussion back to our CEO, Kieran O'Sullivan.

Thanks, Ashish. We finished the second quarter with sales of $130 million, a decline of 10% from the second quarter of 2023. For the quarter, non-transportation sales were up 4%, and transportation sales were down 22% from the same period last year. Sequentially, non-transportation sales were up 11%, sales to the transportation end market were down 3% versus the first quarter of 2024. Non-transportation sales were 51% of overall company revenue in the second quarter. Our book-to-bill ratio was 0.99 in the second quarter, down from 1.07 in the first quarter of 2024. The book-to-bill ratio reflects some positive improvement in the industrial end market, with both OEM and distribution customers on a year-over-year basis and was flat sequentially. Medical bookings were down on a year-over-year basis and up sequentially. Aerospace and Defense bookings were up on a year-over-year basis and down sequentially due to the timing of orders. Overall, we continue to monitor the order intake carefully, given the challenging global economic environment. While we have seen a sequential improvement in non-transportation sales in the second quarter, the growth rate in the second half of 2024 is expected to be more modest than previously communicated. Second quarter adjusted diluted earnings per share of $0.54 were down 10% year-over-year and up 14% sequentially. Ashish will add further color on our financial performance later in today's call. As I mentioned in my opening comments, we acquired SyQwest, a supplier of robust acoustic sensing solutions for naval surface ships, submarines, autonomous underwater vehicles and torpedoes. The products that SyQwest designs and manufacturers include acoustic payloads, transducers, hydrophones and outboard electronics. Located in Cranston, Rhode Island, SyQwest brings 60 new team members to CTS. This acquisition strengthens our strategy and scale in the defense end market, further advances our diversification strategy and brings…

Thank you, Kieran. Second quarter sales were $130 million, while sales were down 10% compared to the second quarter of 2023, we continue to see a modest recovery with sales up 4% sequentially. As Kieran mentioned, we are seeing softness in transportation end market sales. Non-transportation sales improved year-over-year as well as sequentially. Foreign currency changes impacted revenue unfavorably by approximately $0.5 million. Adjusted gross margin in the second quarter was 35.8%, an improvement of 80 basis points from the second quarter of last year despite the drop in revenue. Our teams globally continue to focus on plant efficiency and cost improvements. Sequentially, adjusted gross margin was down 45 basis points, mainly due to some one-time charges. We are still experiencing some cost pressures, especially for certain materials and from labor cost increases. We expect pricing pressure this year, particularly in the transportation markets. We already see pressures in the China transportation market. We remain confident in our ability to drive efficiencies in our supply chain and manufacturing sites to improve our operational performance and profitability. The consolidation of the Juarez facility into our Matamoros site in Mexico has been completed, and the focus now is to improve operating efficiency. During the second quarter of 2024, we benefited from some discrete tax-related items, and as a result, had a tax rate of 17.6%. For 2024, overall, we expect our tax rate to be in the range of 18% to 21%. Earnings per diluted share were $0.48 in the second quarter. Adjusted earnings for the second quarter were $0.54 per diluted share compared to $0.59 per diluted share for the second quarter of last year. Moving to cash generation and the balance sheet. We generated $20 million in operating cash flow in the second quarter of 2024 compared to $23 million in the second quarter of 2023. Our cash balance was $161 million as of June 30, 2024, and the long-term debt balance was $65 million. The SyQwest acquisition was funded with approximately $80 million in cash and the rest with borrowings from our existing credit facility. We remain focused on strong cash generation and continue to support organic growth, strategic acquisitions and returning cash to shareholders. During the quarter, we repurchased 228,000 shares of CTS stock, totaling approximately $11 million. Year-to-date, we have returned $26 million to shareholders through share repurchases and dividends. This concludes our prepared comments. We would like to open the line for questions at this time.

[Operator Instructions] Our first question comes from Joshua Buchalter from TD Cowen. Joshua, your line is open. Please go ahead.

Hey, guys. Good morning. Thanks for taking my question.

Good morning, Josh.

I guess for my first [indiscernible], any more details you can give us on expectations for transport into the back half of the year? I know it sounds like you're expecting directionally down, but I'd be curious if you can maybe quantify that a bit more, in particular, so we can get a picture into what your expectations are for the non-transport growth that's going to offset that? Thank you.

Yeah, Josh. I think there's two parts to it. On the commercial vehicle side, we've seen a decrease in revenue there. We talked about the competition in that market. So for the quarter, I think sales were down approximately about $10 million on a run rate basis. And we expect -- that's going to be a challenging market because the analysts and the reports out there are seeing softening in the commercial vehicle market for the balance of 2024 and more flat market in 2025. On the light vehicle side, it's -- we feel good about North America. We feel reasonable about Europe. China remains a challenge, and that's where we're really navigating as carefully as we can to make improvements, but that's probably how I describe it overall.

Okay. I guess the follow-up on that, if I put in some modest assumptions for transport down sequentially in the back half, you've got sort of the industrial and other markets growing probably double-digit half over half in the second half of 2024. I guess how much of that is like, panel is coming back to normal versus actual demand improvement? Maybe you could help us on the visibility of what's driving the second half improvement? Thank you.

Yeah, Josh. Probably the best way I'd describe the second half is again, challenging on transportation and then more modest growth rates in the non-transportation area. So if we're looking from an organic perspective, from where we finished in the second quarter of a few million in terms of growth rate by quarter.

Okay. Thanks. I'll squeeze one more in. On gross margins, you called out some onetime cost headwinds in the second quarter, but also pricing pressure. I mean if I zoom out, you're still at 36% gross margin on some modest growth this year or be actually more of a flattish here. It seems like pricing is hanging in okay. Is that sort of the right read? I know you called out some pricing pressure. And how should we think about gross margins in the second half of the year as that onetime cost headwind abate? Thank you, both.

So Josh, I think your read on pricing is accurate. We are managing through it right now, but we expect the pressures to continue. And our teams are staying focused on managing it appropriately to make sure that we maintain good long-term relations with our customer base, but also navigate through winning business with them and preserving price as much as possible, so that equation is working, okay. As I mentioned, there's a little bit more pressure in China than other regions, but the teams are overall managing okay. In the second half in terms of the gross margin, we do expect some improvements mainly because of the change in mix of the business, and we expect to continue driving improvements in our factory efficiency levels as we work through the completion of the Matamoros and Juarez transition and other improvements that we are driving through the non-transportation plants as well. So expect modest improvements in profitability in the second half of the year.

Thank you, Ashish. Appreciate it.

The next question comes from John Franzreb from Sidoti. John, your line is open. Please go ahead.

Good morning, guys and thanks for taking questions. I'd like to start with the SyQwest acquisition. Could you tell us a little bit about maybe its recent growth profile and its margin profile before you acquired it?

Yeah, John. We're really happy to have Bob Tarini and the team join CTS. SyQwest has one or more products installed in every U.S. surface combatant ship or submarine. And the growth rate is quite robust. We really like it, and the gross margin profile would be above the average for the company.

Okay. And can you share with us the EBITDA multiple you acquired the company at?

John, we don't specifically call that out. But when you look at the growth rate of the business, the profitability, the EBITDA multiples make sense to us. And you know we normally don't like to overpay for businesses, so let me leave it at that. But I think we have -- internally, we are very pleased with the acquisition. We look to the growth momentum that the business has and the profitability that the business brings to us as well.

John, just to add to that, it's -- the products just like CTS are highly engineered. It integrates us from components into sensors and systems and transducers. A very capable team, high-quality business, and we really like the momentum they have and we have in the defense markets and how it's going to really advance our diversification, which is a key part of what we're doing as a company as well. So we feel very good about it and the team and capability.

Okay. And I'll just keep on sticking to SyQwest here. Are they exposed or overexposed to the Virginia, Columbia class or any particular surface platform? Do you have any -- can you share a sense of what they sell into what platform they sell into?

John, as I mentioned, they're on every combatant ship and submarine -- so Ohio, Virginia, there's several of them in there. And obviously, there's products that are being renewed there. One of the things we see is that the Navy, at this point in time, is at a critical point in terms of modernizing their fleet and their combat readiness as well. So we feel good about the slots they're in and the sockets they have.

Okay. And can you take the sense of products and move them to adjacent applications or are they protected under military restrictions?

Hey, John. Primarily, the growth focus with us here will be in defense. And we talked about the U.S. Navy. But obviously, with the cooperation the U.S. has with other countries internationally, there are opportunities there as well.

Got it. Okay. That's it for SyQwest then. All right. Moving on to the legacy business. In the industrial side of the market, you talked about slowing. But you didn't -- I didn't hear you call out what parts of the subsets of the industrial market is slowing. If you did, I apologize, but can you talk about that a little bit?

Yeah, John. I mean, sequentially, the business was up 4%, so we see some improvement there. But first of all, I think on industrial printing. And if you look at the building industry at the moment with HVAC and temperature things, things are like flatlining a little bit there in those markets because demand is not up. So that's how I'd best describe it. And with distribution, we've seen some marginal improvement, and we feel like it will improve, but not at the rate we were expecting. So it's a pretty mixed bucket there.

Got it. And does that change any thoughts about your cash flow generation for the second half of the year relative to the first half with the slowing end markets?

John, generally, our cash flow generation is stronger in the second half of the year than in the first. At a high level, I would expect that trend to continue, but the expectations of the amount of cash we would generate would moderate based on the reduction in the sales expectation.

Okay. Thanks, guys. I’ll get back into queue.

Thanks, John.

Thanks, John.

The next question comes from Hendi Susanto from Gabelli Funds. Hendi, your line is open. Please go ahead.

Good morning, Kieran and Ashish.

Good morning, Hendi.

Hi. My first question is about SyQwest. Would you be able to indicate whether the transaction will be accretive, neutral or dilutive to EPS?

Yeah. It will be accretive in 2025, Hendi.

Hendi, we expect a small unfavorable impact in 2024 in the range of $0.04 to $0.05. But then as Kieran mentioned, in 2025, we are expecting it to be accretive.

Okay. And then any indication on how much it will increase your OpEx, Ashish?

Let us work through that, Hendi. It's private business that was run differently than we would be looking to do the accounting and all that. So what is gross margin, what is operating expenses will take us a little bit of time to get all that sorted out. So I expect to have more clarity in the coming months.

Yeah. And then Kieran, I have a question on, let's say, like more modest expectation for the second half. Does that imply that things that you have pointed in terms of softness, the softness will last through the end of the year or whether certain things may see recovery sometime in the fourth quarter?

Hey, Hendi. So in non-transportation, we feel very good about defense. We feel good about medical. But the tone we're setting here is on the industrial side, it's a more modest growth rate than we had expected earlier in the year. So we'll see some growth, but at a much more modest level.

And then any color on, let's say, your expectation between third quarter and fourth quarter as of now? I know that fourth quarter is still months away.

Yeah. I think, Hendi, if you take the profile where we're coming for with the $130 million in the -- on an organic basis, the $130 million in the second quarter, I think you'll see a small few million improvement in the third and fourth quarter directionally is how I put it.

Okay. Got it. And then I mean with regard to China, is your expectation -- when you said like challenging, like will it be challenging right throughout the year, meaning that any type of improvement, we should be more base in and then expect that to be more in 2025?

I think, Hendi, it's going to remain challenging throughout the rest of this year. I've read recently, and you probably saw it too, that the Chinese government has added new incentives going from, I think, it was RMB7,000 to RMB15,000 for light vehicles under 2 liters. So that will provide some incentive and help for some of the transplant OEMs. But we think it will just kind of level out the softness is there rather than giving us gains.

I see. Okay. And then last question for me, Kieran. Post-SyQwest acquisition, are you still actively looking for potential acquisitions or should we expect that you will focus on integrating this business? And then, therefore, you would be less active on your M&A pipeline?

So Hendi, two parts to that question. Number one, we're really delighted with the SyQwest acquisition, the way it increases our diversification, quality of earnings and the strength it gives us in the defense market. And this team is a very entrepreneurial team. We want to make sure we don’t lose that as part of how we integrate together. So Bob Tarini and the team have got excellent momentum there. And on the flip side, we’re also active in working our pipeline going forward.

Okay. Thank you, Kieran.

We’ve got a good balance sheet, so we want to make sure we’re using it appropriately.

Yeah.

[Operator Instructions] We have a follow-up from John Franzreb from Sidoti. John, your line is open. Please go ahead.

Yeah. Just a follow-up on Hendi's question about the dilution in SyQwest. I think you said $0.04 to $0.05 is the expectation in the second half of the year, but accretive in 2025. So can we assume it recaptures that $0.04 to $0.05 or should we be thinking above that the dilution number for next year?

So John, it will be in addition to that $0.04 to $0.05 loss that we are expecting in 2024.

Okay. Just wanted to get that. Okay. Thank you, guys.

Sure.

[Operator Instructions] As we have no further questions, I'll hand the call back to the management team for any concluding remarks.

Thanks, Adam, and thank you all for your time. At CTS, we remain focused on future growth, driven by the megatrends of increased automation, connectivity, energy efficiency and minimally invasive medical innovation. The continued expansion of our customers and pipeline of opportunities underscore our confidence in our future. We're delighted to add the SyQwest team to CTS, and excited about our future growth potential in defense applications. Thank you for joining us today. This concludes our call.

This concludes today's call. Thank you very much for your attendance. You may now disconnect your lines.