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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-4639
CTS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
35-0225010
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
4925 Indiana Avenue Lisle IL
60532
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: 630-577-8800
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, without par value
CTS
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer", "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The aggregate market value of the voting and non-voting stock held by non-affiliates of CTS Corporation, based upon the closing sales price of CTS common stock on June 28, 2024, was
approximately $1,564,539,350. There were 30,041,311 shares of common stock, without par value, outstanding on February 21, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
(1)
Portions of the Proxy Statement to be filed for the annual meeting of shareholders to be held on or about May 8, 2025 are incorporated by reference in Part III.
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TABLE OF CONTENTS
ITEM
PAGE
PART I
1.
Business
4
1A.
Risk Factors
9
1B.
Unresolved Staff Comments
20
1C.
Cybersecurity
20
2.
Properties
21
3.
Legal Proceedings
22
4.
Mine Safety Disclosures
22
PART II
5.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
22
6.
[Reserved]
23
7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
24
7A.
Quantitative and Qualitative Disclosures About Market Risk
29
8.
Financial Statements and Supplementary Data
31
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
69
9A.
Controls and Procedures
69
9B.
Other Information
71
9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
71
PART III
10.
Directors, Executive Officers and Corporate Governance
71
11.
Executive Compensation
71
12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
72
13.
Certain Relationships and Related Transactions, and Director Independence
72
14.
Principal Accountant Fees and Services
72
PART IV
15.
Exhibits and Financial Statements Schedules
73
16.
Form 10-K Summary
74
Signatures
75
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Safe Harbor
Forward-Looking Statements
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 increased tariffs, 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 impact potential tariffs on China, Canada and Mexico, 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 this
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.
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PART I
Item 1. Business
CTS Corporation ("CTS", "we", "our", "us" or the "Company") is a global manufacturer of sensors, connectivity components, and actuators. CTS was
established in 1896 as a provider of high-quality telephone products and was incorporated as an Indiana corporation in February 1929. Our principal executive
offices are located in Lisle, Illinois.
We design, manufacture, and sell a broad line of sensors, connectivity components, and actuators primarily to original equipment manufacturers ("OEMs"), tier
one suppliers for the aerospace and defense, industrial, medical, and transportation markets, and the U.S. Government. Our vision is to be a leading provider of
sensing and motion devices as well as connectivity components, enabling an intelligent and seamless world. These devices are categorized by their ability to
Sense, Connect or Move. Sense products provide vital inputs to electronic systems. Connect products allow systems to function in synchronization with other
systems. Move products ensure required movements are effectively and accurately executed. We are committed to achieving our vision by continuing to invest
in the development of products, technologies, and talent within these categories.
We operate manufacturing facilities in North America, Asia, and Europe. Sales and marketing are accomplished through our sales engineers. We also utilize
independent manufacturers' representatives and distributors to extend our sales capability.
See the Consolidated Financial Statements and Notes included in Part II, Item 8 of this Annual Report on Form 10-K for financial information regarding the
Company.
PRODUCTS BY MAJOR MARKETS
Our products perform specific electronic functions for a given product family and are intended for use in products assembled by our customers. The following
table identifies major products by industry. Products are sold to industry OEMs, tier one suppliers, distributors and the U.S. Government.
Product Description
Transportation
Industrial
Medical
Aerospace
and
Defense
SENSE
•
•
•
•
(Controls, Pedals, Piezo Sensing Products, Sensors,
Switches, Transducers)
CONNECT
•
•
•
(EMI/RFI Filters, Capacitors, Frequency Control Products, Resistors, RF filters)
MOVE
•
•
•
(Piezo Microactuators, Rotary Actuators)
The following table provides a breakdown of net sales by end market as a percent of consolidated net sales:
Industry
2024
2023
2022
Transportation
49%
55%
52%
Industrial
23%
24%
29%
Medical
14%
12%
11%
Aerospace and Defense
14%
9%
8%
% of consolidated net sales
100%
100%
100%
The end market sales for 2022 were adjusted by immaterial amounts to align the classification of certain customers in connection with our acquisitions during
that year with our enterprise-level end market information.
MARKETING AND DISTRIBUTION
Sales and marketing to customers is accomplished through our sales engineers, independent manufacturers' representatives, and distributors. We maintain sales
offices in China, Czech Republic, Denmark, Germany, Japan, Singapore, Taiwan, and the United States. Approximately 90% of 2024 net sales were attributable
to our sales engineers.
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Our sales engineers generally service our largest customers with application-specific products. A vast majority of our products are engineered solutions. The
sales engineers work closely with major customers in designing and developing products to meet specific customer requirements.
In 2024, independent distributors accounted for approximately 6% of net sales. We use distributors for a small portion of our product portfolio that are standard
and require less design support, to service smaller customers, and to provide supply chain fulfillment for certain customers. Our key distribution partners include
large global and regional distributors such as Avnet, Inc., Digi-Key Electronics, Master Electronics, Future Electronics, and TTI, Inc. In addition, we also utilize
the services of independent manufacturers' representatives for customers not serviced directly by our sales engineers. Independent manufacturers' representatives
receive commissions from us in exchange for their services. During 2024, approximately 4% of net sales were attributable to independent manufacturers'
representatives.
RAW MATERIALS
We utilize a wide variety of raw materials and purchased parts in our manufacturing processes. The following are the most significant raw materials and
purchased components: conductive inks and contactors, passive connectivity components, integrated circuits and semiconductors, certain rare earth elements
("REEs"), ceramic powders, plastic components, molding compounds, printed circuit boards and assemblies, quartz blanks and crystals, wire harness
assemblies, copper, brass, silver, gold, platinum, lead, aluminum, and steel-based raw materials and components.
These raw materials and parts are purchased from a number of suppliers. Although we purchase all of our semiconductors, REEs, conductive inks, and silver
pastes from a limited number of suppliers, alternative sources are generally available.
Lead times between the placement of orders for certain raw materials and purchased parts and actual delivery to us may vary. Occasionally, we may need to
order raw materials in greater quantities and at higher prices to compensate for the variability of lead times for delivery. The price and availability of raw
materials and manufactured components is subject to change due to, among other things, new laws and regulations, global economic and political events
including strikes, climate events, and public health and safety concerns.
PATENTS, TRADEMARKS, AND LICENSES
In 2024, CTS continued its practice of innovation and protecting its intellectual property by obtaining patents in the U.S. and abroad. CTS’s patents cover
inventions relating to products that its engineers have designed, as well as for methods and technology related to CTS’s manufacturing processes. CTS obtained
21 patents in 2024, including six U.S. patents, nine patents in Asia, and six patents in Europe. CTS currently owns approximately 275 patents worldwide
including 134 active U.S. patents. CTS also has 57 existing patent applications that are currently being examined in the U.S., Europe, and Asia. Furthermore,
CTS owns seven registered U.S. trademarks, most of which are also registered in jurisdictions throughout the world. We have also licensed certain patents and
our license and royalty income for 2024 was less than 1% of net sales.
MAJOR CUSTOMERS
Our net sales to significant customers as a percentage of total net sales were as follows:
Years Ended December 31,
2024
2023
2022
Toyota Motor Corporation
12.2%
12.5%
11.5%
Cummins, Inc.
11.7%
15.0%
15.3%
We sell parts to these two transportation customers for certain vehicle platforms under purchase agreements that have program lifetime volume estimates and are
subject to purchase orders issued from time to time.
No other customer accounted for 10% or more of total net sales during these periods. We continue to focus on broadening our customer base to diversify our
business.
Changes in the level of our customers' orders may have a significant impact on our operating results. If a major customer reduces the amount of business it
transacts with us, or substantially changes the terms of that business, there could be an adverse impact on our operating results.
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COMPETITION
We compete with domestic and foreign manufacturers principally based on product features, technology, price, quality, reliability, delivery, and service. Most of
our product lines encounter significant global competition. The number of competitors varies across product line. No one competitor competes with us in every
product line, but some competitors are larger and more diversified than we are.
Some customers have reduced or plan to reduce their number of suppliers, while increasing their volume of purchases. In certain other cases customers may
choose to use multiple vendors to source products, which could impact our volumes and revenues. Customers demand lower cost and higher quality, reliability,
and delivery standards from us as well as from our competitors. These trends create opportunities for us, but also increase the risk of loss of business to
competitors. We are subject to competitive risks that are typical in our end markets, including technical obsolescence. We believe we compete most successfully
in custom engineered products manufactured to meet specific applications of major OEMs.
NON-U.S. REVENUES AND OPERATIONS
Our net sales to customers originating from our non-U.S. operations as a percentage of total net sales were as follows:
Years Ended December 31,
2024
2023
2022
Net sales from non-U.S. operations
42.0%
45.0%
44.4%
We believe the business risks to our non-U.S. operations, though substantial, are normal risks for global businesses. These risks include currency controls and
changes in currency exchange rates, longer collection cycles, political and fulfillment risks, economic downturns and inflation, government regulations, and
expropriation. See Item 1A. "Risk Factors” for additional discussion of these and other risks that our business faces.
Our non-U.S. manufacturing facilities are located in China, Czech Republic, Denmark, Mexico, Philippines, Poland, and Taiwan. Additional information
regarding the Company’s sales by geographic area and long-lived tangible assets in different geographic areas is included in Note 21, "Geographic Data," in the
Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.
HUMAN CAPITAL MANAGEMENT AND OUR CULTURE
CTS is a leading provider of sensing and motion devices as well as connectivity components and we believe our employees are a critical asset to supporting our
mission of enabling an intelligent and seamless world. We take great pride in the products we build, and the manner in which we operate as a company and as
individuals. We work together, drawing on our strengths, guided by our culture, which is built on the following core values:
•
Play to Win – being ambitious, seizing opportunities, challenging to get the best results, acting with humility, intelligence, and integrity
•
Responsiveness – being nimble and acting fast, understanding customers’ needs, respecting the views and needs of others, working with a sense
of urgency
•
Simplicity – being straightforward, easy to deal with, reducing bureaucracy and complexity, delivering solutions efficiently and effectively
•
Solution Oriented – staying curious and resourceful, understanding and embracing challenges, finding new and better ways to work together
We have a global business, and our employees reflect the diversity of our geographic footprint. Below is a summary of our employees by location and gender as
of December 31, 2024.
North America
1,870
Asia
1,166
Europe
513
Total
3,549
Female
57%
Male
43%
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CTS strives to foster an environment where all employees are respected and treated equally. Empowering our employees’ distinctive talents delivers customer
value and advances our culture and engagement. We strive to create an inclusive workplace where everyone feels valued, respected, appreciated, and embraced
because of their differences – a place where every employee can be themselves so they can reach their highest potential and help us achieve our business goals.
Our employees must adhere to a Code of Ethics that sets standards for appropriate behavior. We provide our employees with annual training on a variety of
compliance-related topics including preventing, identifying and reporting any type of unlawful discrimination or unethical actions. A copy of our Code of Ethics
is available for review in the investors section of our Company’s website at https://investors.ctscorp.com.
We have developed key recruitment and retention strategies that guide our human capital management approach as part of the overall management of our
business. We advance these strategies through a number of programs and initiatives including the following:
Talent Planning Process
We have a global talent review and succession planning process designed to align our talent plans with the current and future strategies of the business. This
includes the identification of key positions, assessment of internal talent and potential successors and plans for talent acquisition and development. Each year,
employees are expected to have defined performance objectives so that they focus time and resources appropriately, understand their impact on the success of
our strategy, and understand how their performance will be assessed. Each year managers are expected to complete mid-year and year-end performance
evaluations with their employees.
Employee Compensation
We strive to align employee compensation with the median compensation of an external group of peer companies in our industry and/or similar to our size while
also maintaining consistency and equity within our organization. In addition, we offer a broad range of company-paid benefits, which we believe are
competitive in our industry. Our compensation programs are designed to align the compensation of our employees with their performance and to provide the
proper incentives to attract, retain and motivate employees to achieve superior results.
Training and Development
Employee development and company growth go hand in hand. At CTS, we focus our learning and development activities on areas that we believe will most
effectively support the achievement of our business objectives. In the competitive environment in which we operate, employees need to replenish their
knowledge and acquire new skills. CTS provides growth and development opportunities through programs such as Education Reimbursement, Situational
Leadership, Leadership Essentials, and the Accelerated Leadership Program. In addition, we have a mentorship program for key employees to leverage internal
leadership and expertise.
Health and Safety
The safety and well-being of our employees is a priority and vital to our success. Our health and safety activities are overseen by our corporate environmental,
health and safety function and are managed by employees in our locations, who coordinate on-site safety programs, resources, reporting and training. Our
employees are regularly trained on safety-related topics, and we monitor and measure the effectiveness of our programs at our locations.
CTS Cares
We recognize that we have a responsibility to be a positive influence in the communities in which we do business around the world, and CTS Cares is the
platform that connects CTS employees to the causes that we care about. We have a rich history of philanthropy and community involvement. Our employees
routinely leverage their individual skills and capabilities to give back to their local communities. We value and are proud of the contributions that our employees
make.
EXECUTIVE OFFICERS OF THE COMPANY
Executive Officers. The following persons serve as executive officers of CTS as of December 31, 2024.
Name
Age
Positions and Offices
Kieran O'Sullivan
62
President, Chief Executive Officer and Chairman of the Board
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Ashish Agrawal
54
Vice President and Chief Financial Officer
Scott D’Angelo
54
Vice President, Chief Legal and Administrative Officer and Secretary
Martin Baumeister
58
Senior Vice President
Pratik Trivedi
46
Senior Vice President
Kieran O’Sullivan – 62 – President, Chief Executive Officer and Chairman of the Board. Mr. O’Sullivan joined CTS on January 7, 2013 as President and Chief
Executive Officer and was appointed Chairman of the Board in May 2014. Before joining CTS, from 2006 until 2012, Mr. O’Sullivan served in several
executive-level roles with Continental A.G., a global business focused on technology solutions and products for the transportation and mobility industries, first
serving as Executive Vice President of the Global Infotainment and Connectivity business and later adding responsibility for its NAFTA Interior Division.
From 2004 until 2006, Mr. O’Sullivan served as Corporate Vice President of Motorola’s Automotive business. Since 2015, Mr. O’Sullivan has been a member
of the board of directors of LCI Industries (NYSE: LCII), a supplier of engineered components for manufacturers of recreational vehicles, manufactured homes,
marine applications, and for related aftermarkets, and currently serves as the chair of the risk committee, and as a member of the corporate governance,
nominating and sustainability and audit committees.
Ashish Agrawal – 54 – Vice President and Chief Financial Officer. On November 11, 2013, Mr. Agrawal was elected Vice President and Chief Financial
Officer of CTS. Mr. Agrawal joined CTS in June 2011 as Vice President, Treasury and Corporate Development, and was elected as Treasurer on September 1,
2011. Before joining CTS, Mr. Agrawal was with Dometic Group AB, a manufacturer of refrigerators, awnings and air conditioners, as Senior Vice President
and Chief Financial Officer, Americas, beginning in 2007. Prior to that, Mr. Agrawal was with General Electric Company in various positions beginning in
December 1994.
Scott D’Angelo – 54 – Vice President, Chief Legal and Administrative Officer and Secretary. Mr. D’Angelo joined CTS in February 2021 and was elected
General Counsel and Secretary on February 11, 2021. Prior to joining CTS, Mr. D’Angelo was a member of the International Commercial and Trade Practice
Group of Baker McKenzie, LLP, an international law firm, from March 2019, and served as Vice President, Deputy General Counsel & Chief Compliance
Officer of Fortune Brands Home & Security, Inc., a leading home and security products company, from May 2015 and, prior to that, served in several senior
roles with McDonald’s Corporation.
Martin Baumeister – 58 – Senior Vice President. Mr. Baumeister joined CTS on January 14, 2020. Immediately prior to joining CTS, Mr. Baumeister served
as Executive Director - Product Line Electronics Americas at Vitesco Technologies Group AG, an automotive supplier, since October 2019. Prior to that role,
Mr. Baumeister served as Executive Director Electronics Americas when Continental AG separated that subsidiary into an independent entity from July 2018,
and served as Executive Director - Global Customer Head from February 2015.
Pratik Trivedi – 46 – Senior Vice President. Mr. Trivedi joined CTS on April 29, 2024. Immediately prior to joining CTS, Mr. Trivedi served as Vice
President, North America for the mobility business of Eaton Corporation plc, a global power management company, since 2017. Prior to that role, Mr. Trivedi
served in several key roles with Cummins, Inc.
Information with respect to the Company’s Directors and corporate governance policies and practices may be found in our definitive proxy statement to be
delivered to shareholders in connection with our 2025 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ADDITIONAL INFORMATION
We are incorporated in the State of Indiana. Our principal corporate office is located at 4925 Indiana Avenue, Lisle, Illinois 60532.
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Our internet address is www.ctscorp.com. We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission
("SEC"). Other than the documents that we file with or furnish to the SEC that are incorporated by reference herein, the information contained on or accessible
through our website is not part of this or any other report we file or furnish to the SEC.
Investors and others should note that we announce material financial information to our investors using the Investors section of our website
(ctscorp.com/investors), SEC filings, press releases, public conference calls and webcasts. We use these channels as well as social media and blogs to
communicate with our investors and the public about the Company, our services and other matters. It is possible that the information we post on social media
and blogs could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in the Company to review the
information we post on the social media channels and blogs listed on our investor relations website.
Item 1A. Risk Factors
The following are certain risk factors that could affect our business, financial condition and operating results. These risk factors should be considered in
connection with evaluating forward-looking statements contained in this Annual Report on Form 10-K or in any other reports filed or furnished by us, because
these factors could cause our actual results and financial condition to differ materially from those projected in any such forward-looking statements. Before you
invest in us, you should know that making such an investment involves risks, including the risks described below. Although the risks are organized by headings,
and each risk is discussed separately, many are interrelated. The risks that are highlighted below are not the only ones that we face. If any of the following risks
occur, our business, financial condition and operating results could be negatively affected.
Risks Related to Our Business and Industry
Because we currently derive a substantial portion of our revenues from a small number of customers, any decrease in orders from these customers
could have an adverse effect on our business, financial condition and operating results.
We depend on a small number of customers for a substantial portion of our business, and changes in the level of our customers' orders have, in the past, had a
significant impact on our results of operations. If a major customer significantly delays, reduces, or cancels the level of business it does with us, there could be
an adverse effect on our business, financial condition and operating results. Significant pricing and margin pressures exerted by a major customer could also
materially adversely affect our operating results. In addition, we generate significant accounts receivable from sales to our major customers. If one or more of
our major customers were to become insolvent or otherwise unable to pay or were to delay payment for our products, our business, financial condition and
operating results could be materially adversely affected.
Our customers may cancel their orders, change production quantities or locations or delay production.
We generally receive volume estimates, but not firm volume commitments from our customers, and may experience reduced or extended lead times in customer
orders. Customers may cancel orders, change production quantities and delay production for a number of reasons including the use of additional suppliers.
Uncertain economic and geopolitical conditions may result in some of our customers delaying the delivery of some of the products we manufacture for them and
placing purchase orders for lower volumes of products than previously anticipated. Cancellations, reductions or delays by a significant customer or by a number
of customers may harm our results of operations by reducing the volumes of products we manufacture and sell, as well as by causing a delay in the recovery of
our expenditures for inventory in preparation for customer orders, or by reducing our asset utilization, resulting in lower profitability.
In addition, our customers may request that manufacturing of their products be transitioned from one of our facilities to another to achieve cost reductions and
other objectives. Such transfers may result in short-term inefficiencies and costs due to resulting excess capacity and overhead at one facility and capacity
constraints and the inability to fulfill all orders at another. In addition, we make key decisions based on our estimates of customer requirements, including
determining the levels of orders that we will seek and accept, production schedules, component procurement commitments, personnel needs and other resource
requirements. Changes in demand for our customers’ products may reduce our ability to estimate future customer requirements accurately. This may make it
difficult to schedule production and maximize utilization of our manufacturing capacity. Anticipated orders may not materialize, and delivery schedules may be
deferred as a result of changes in demand for our products or our customers' products. We often increase staffing and capacity and incur other expenses to meet
the anticipated demand of our customers, which causes reductions in our gross margin if customer orders are delayed or canceled. On occasion, customers may
require rapid increases in production, which may stress our resources and reduce margins. We may not have sufficient capacity at any given time to meet our
customers' demands. In addition,
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because many of our costs and operating expenses are relatively fixed over the short term, a reduction in customer demand could harm our gross margin and
operating income until such time as adjustments can be made to activity and operating levels or to structural costs.
Deterioration of general economic, political, credit and/or capital market conditions could adversely affect our financial performance, our ability to
grow or sustain our business, financial condition and results of operations, and our ability to access the capital markets.
We compete around the world in various geographic regions and product markets. Global economic and political conditions affect our business and the
businesses of our customers and suppliers. Recessions, economic downturns, price instability, inflation, slowing economic growth and social and political
instability in the markets where we compete could negatively affect our revenues and financial performance, and adversely impact our ability to grow or sustain
our business. For example, current macroeconomic and political instability caused by the Russia-Ukraine conflict (as discussed below), global supply chain
disruptions and inflation have adversely impacted and could continue to adversely impact our business and financial results.
The capital and credit markets provide us with liquidity to operate and grow our business beyond the liquidity that operating cash flows provide. A global or
regional economic downturn or disruption of the credit markets could increase our future borrowing costs and impair our ability to access capital and credit
markets necessary for our operations and to execute our strategic plan. If our access to capital on terms commercially acceptable to us were to become
significantly constrained, or if costs of capital increased significantly, then our financial condition, results of operations and cash flows could be adversely
affected.
Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing
Russia-Ukraine conflict or other geopolitical tensions and conflict.
The ongoing conflict between Russia and Ukraine (which we refer to as the “Russia-Ukraine conflict”) has adversely affected the global economy, and the
geopolitical tensions and conflicts it generates may continue to negatively impact our operations. It has resulted in heightened economic sanctions from the U.S.,
the U.K., the European Union (the "E.U.") and the international community. Even though we have no physical assets in Russia, the impact of the Russia-
Ukraine conflict could have a material adverse effect on our business, financial condition, results of operations, supply chain, availability of critical supplies,
intellectual property, partners, or customers. Further escalation of geopolitical tensions related to the Russia-Ukraine conflict, including increased trade barriers
or restrictions on global trade, could result in, among other things, broader impacts that expand into other markets, cyberattacks, supply chain and logistics
disruptions, and volatility in foreign exchange rates, interest rates and financial markets, any of which may adversely affect our business and supply chain. More
broadly, there could be additional negative impacts to our financial results if the Russia-Ukraine conflict worsens, including, among other potential impacts,
economic recessions in certain neighboring countries or globally due to inflationary pressures, including with respect to energy and supply chain cost increases
or shortages, or the geographic proximity of the conflict relative to the rest of Europe. Similar geopolitical tensions and political and/or armed conflicts,
including tensions between the U.S. and China, China and Taiwan, and the conflict between Israel and Palestine could adversely impact our employees,
financial performance, and global operations, including by, among other things, jeopardizing the safety of our employees and facilities, disrupting our and our
partners’ production, supply chain and logistics and communications, and causing market volatility, which could adversely impact our sales and/or amplify or
affect many of our other risks described elsewhere in Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.
The impacts of supply chain constraints and inflationary pressures could adversely impact our operating results.
Our business has been, and may continue to be, impacted by supply chain constraints, including as a result of raw materials and electronic component shortages,
including, in particular, shortages of semiconductor chips and resin, longer lead times, port congestion, increased freight costs and the uncertain economic
environment worldwide. These supply chain constraints have and may in the future prevent us from making scheduled shipments to customers. Our inability to
make scheduled shipments could cause us to experience a shortfall in revenue, increase our costs and adversely affect our relationship with affected customers
and our reputation as a reliable supplier. We may be required to pay higher prices for raw materials or electronic components in short supply and order these raw
materials or electronic components in greater quantities to compensate for variable delivery times. We may also be required to pay higher prices for raw
materials or electronic components due to inflationary trends regardless of supply. In addition, current proposed or future governmental policies (including
tariffs) may increase the risk of inflation, which could further increase the costs of raw materials and other components for our business. The supply and price of
our key raw materials and electronic components can be affected by a number of factors beyond our control, including market demand, inflation, alternative
sources for suppliers, global geopolitical events, global or regional disease outbreaks or pandemics, trade agreements among producing and consuming nations
and governmental regulations.
Similarly, if the cost of goods continue to increase, our suppliers may seek price increases from us. If we are unable to mitigate the impact of these matters
through price increases, cost savings to offset cost increases, hedging arrangements, or other measures, our
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results of operations and financial condition could be adversely impacted. If our competitors maintain or substantially lower their prices, we may lose customers
or have to reduce prices. Our profitability may be impacted by prices that do not offset the inflationary pressures, which may impact our gross margin. Even if
we are able to raise the prices of our products, we may not be able to sustain such price increases. Temporary or sustained price increases may also lead to a
decrease in demand for our products as competitors may not adjust their prices which could lead to a decline in sales volume and loss of market share. Our
projections may not accurately predict the volume impact of price increases, which could adversely affect our business, financial condition and results of
operations.
We sell products to customers in cyclical industries that are subject to significant downturns that could materially adversely affect our business,
financial condition and operating results.
We sell products to customers in cyclical industries that have experienced economic and industry downturns. The markets for our products have softened in the
past and may soften in the future. We may face reduced end-customer demand, underutilization of our manufacturing capacity, changes in our revenue mix and
other factors that could adversely affect our results.
A portion of our revenue is derived from the sale of defense-related products through various contracts and subcontracts. These contracts may be
suspended, canceled, or delayed, which could have an adverse impact on our revenues.
We sell products to customers in the aerospace and defense end market. A portion of these customers operate under contracts with the U.S. Government, which
are vulnerable to termination at any time, for convenience or default. Some of the reasons for cancellation include, but are not limited to, budgetary constraints
or re-appropriation of government funds, timing of contract awards, violations of legal or regulatory requirements, and changes in political agenda. If
cancellations were to occur, it would result in a reduction in our revenue. Furthermore, significant reductions to defense spending could occur over the next
several years due to government spending cuts, which could have a significant adverse impact on us. For example, delays in sales of products for defense
applications and/or push-outs may adversely impact our results of operations, including quarterly earnings.
We are susceptible to trends and factors affecting industries that we serve.
Factors negatively affecting the industries we serve and the demand for their products could negatively affect our business, financial condition and operating
results. Any adverse occurrence, including among others, industry slowdown, recession, public health crisis, political instability, costly or constraining
regulations, increased tariffs, reduced government budgets and spending, armed hostilities, terrorism, excessive inflation, prolonged disruptions in one or more
of our customers' production schedules or labor disturbances, that results in a decline in the volume of sales in these industries, or in an overall downturn in the
business and operations of our customers in these industries, could materially adversely affect our business, financial condition and operating results. These
industries may be unionized and some of our customers have experienced labor disruptions in the past. Furthermore, these industries can be highly cyclical in
nature and sensitive to changes in general economic conditions, consumer preferences and interest rates. The insolvency of customers that we serve may result
in the failure to receive payment in full for products sold in the past and an abrupt reduction in demand for certain products. Weakness in demand, the
insolvency of customers that we serve or their suppliers, and constriction of credit markets may negatively and materially affect our facility utilization, cost
structure, financial condition, and operating results.
Our operating results may vary significantly from period to period.
We experience fluctuations in our operating results. Some of the principal factors that contribute to these fluctuations are: changes in demand for our products;
our effectiveness in managing manufacturing processes, costs and timing of our component purchases so that components are available when needed for
production, while mitigating the risks of purchasing inventory in excess of immediate production needs; the degree to which we are able to utilize our available
manufacturing capacity; changes in the cost and availability of components, which may occur in the electronics manufacturing industry and which affect our
margins and our ability to meet delivery schedules; general economic and served industry conditions; and local conditions and events that may affect our
production volumes, such as labor conditions or political instability.
We may pursue acquisition opportunities that are intended to complement or expand our business as well as divestitures that could impact our
business operations. We may not be able to complete these transactions, and these transactions, if executed, may pose risks that could materially
adversely affect our business, financial condition and operating results.
On an ongoing basis we explore opportunities to buy other businesses or technologies that could complement, enhance or expand our current business or product
lines or that might otherwise offer us growth opportunities. For example, over the last few years, we have acquired TEWA Temperature Sensors SP. Zo.o.
(“TEWA”), Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S, “Ferroperm”), maglab AG ("Maglab"), and SyQwest, LLC ("SyQwest"). We may have difficulty
finding suitable acquisition opportunities or, if we do identify these opportunities, we may not be able to complete the transactions for any number of reasons
including a failure to secure financing. In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage newly acquired
businesses such as
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TEWA, Ferroperm, Maglab, and SyQwest including their operations or employees. Any transactions that we are able to identify and complete may involve a
number of risks, including: the diversion of management's attention from our existing business to integrate the operations and personnel of the acquired or
combined business; possible adverse effects on our operating results during the integration process; difficulties managing and integrating operations in
geographically dispersed locations; increases in our expenses and working capital requirements, which could reduce our return on invested capital; exposure to
unanticipated liabilities of acquired companies; and our possible inability to achieve the intended objectives of the transaction. Even if we are initially successful
in integrating a new operation, we may not be able to maintain uniform standards, controls, procedures and policies, and this may lead to operational
inefficiencies. In addition, future acquisitions may result in dilutive issuances of equity securities or the incurrence of additional debt. These and other factors
could harm our ability to achieve anticipated levels of profitability from acquired operations or realize other anticipated benefits of an acquisition and could
adversely affect our business and operating results.
We have in the past, and may in the future, consider divesting certain business operations. Divestitures may involve a number of risks, including the diversion of
management's attention, significant costs and expenses, the loss of customer relationships and cash flow, and the disruption of operations in the affected
business. Failure to timely complete or consummate a divestiture may negatively affect valuation of the affected business or result in restructuring charges.
We may restructure our operations or fail to execute capital projects as planned, which may materially adversely affect our business, financial
condition and operating results.
We have announced and initiated restructuring plans or capital projects at various times in the recent past designed to revise and consolidate certain aspects of
our operations for the purpose of improving our cost structure and operational efficiency. We may incur restructuring and impairment charges in the future if
circumstances warrant, which could be material. Additionally, if we are unsuccessful in implementing restructuring plans or in executing capital projects, we
may experience disruptions in our operations and higher ongoing costs, which may materially adversely affect our business, financial condition and operating
results.
We may be unable to compete effectively against competitors.
The industries in which we operate are highly competitive and characterized by price erosion and technological change. We compete against many domestic and
foreign companies, some of which have substantially greater manufacturing, financial, research and development, and marketing resources than we do. If any
customer becomes dissatisfied with our prices, quality, or timeliness of delivery, among other things, they could award business to our competitors. Moreover,
some of our customers could choose to manufacture and develop particular products themselves rather than purchase them from us. Increased competition could
result in price reductions, reduced profit margins and loss of market share, each of which could materially adversely affect our business, financial condition and
operating results. These developments also may materially adversely affect our ability to compete successfully going forward. We cannot assure you that our
products will continue to compete successfully with our competitors' products.
We may be unable to keep pace with rapid technological changes that could make some of our products or processes obsolete before we realize a
return on our investment.
The technologies relating to some of our products have undergone and are continuing to undergo changes. End markets for our products are characterized by
technological change, frequent new product introductions and enhancements, changes in customer requirements, and emerging industry standards. The
introduction of products embodying new technologies and the emergence of new industry standards could render our existing products obsolete and
unmarketable before we can recover any or all of our research, development and commercialization expenses, or our capital investments. Furthermore, the life
cycles of our products may change and are difficult to estimate.
We may experience difficulties that could delay or prevent the successful development, introduction and marketing of new products or product enhancements
and our new products or product enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. If we are unable,
for technological or other reasons, to develop and market new products or product enhancements in a timely and cost-effective manner, our business, financial
condition and operating results could be materially adversely affected.
Products we manufacture may contain design or manufacturing defects that could result in reduced demand for our products or services and liability
claims against us.
We maintain high quality control and quality assurance processes. However, defects may occur in the products we manufacture due to design or manufacturing
errors, supplier quality issues, or component failure. Product defects could result in delayed shipments and reduced demand for our products. We may be subject
to increased costs due to warranty claims on defective products. Product defects could result in product liability claims against us where defects cause, or are
alleged to cause, property damage, bodily injury or death.
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As we grow our business, the risk of exposure to product liability litigation increases. We may be required to participate in a recall involving products which
are, or are alleged to be, defective. We carry insurance for certain legal matters involving product liability; however, costs related to product defects and the
costs of such claims, including costs of defense and settlement, may exceed our available coverage. Accordingly, our results of operations, cash flow and
financial position could be adversely affected.
We are subject to government regulations, including environmental, health, and safety laws and regulations, that expose us to potential financial
liability.
Our operations are regulated by a number of federal, state, local and foreign government regulations, including those pertaining to environmental, health, and
safety (“EHS”) that govern, among other things, air and water emissions, worker protection, and the handling, storage and disposal of hazardous materials.
Compliance with EHS laws and regulations is a major consideration for us because we use hazardous materials in our manufacturing processes. If we are found
to be in violation of EHS laws and regulations, we could be liable for substantial fines, penalties, and costs of mandated remedial actions and we could suffer
reputational damage due to any such violations. Our environmental permits could also be revoked or modified, which could require us to cease or limit
production at one or more of our facilities, thereby materially adversely affecting our business, financial condition and operating results. EHS laws and
regulations have generally become more stringent over time and could continue to do so, imposing greater compliance costs and increasing risks and penalties
associated with any violation, which also could materially affect our business, financial condition and operating results.
We have been notified by the U.S. Environmental Protection Agency (the “EPA”), state environmental agencies and, in some cases, groups of potentially
responsible parties, that we are potentially liable for environmental contamination at several sites currently and formerly owned or operated by us, including
sites designated as National Priorities List sites under the EPA’s Superfund program. Superfund liability is joint and several and we may be held responsible for
more than our share of contamination at a site. On February 8, 2023, we received a demand letter from the EPA seeking reimbursement of its past response costs
and interest thereon in the amount of $9,955 relating to the CTS of Asheville, Inc. Superfund Site, from the three potentially responsible parties associated with
the site, including the Company. See Note 11, "Contingencies," in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.
Although we estimate our potential environmental liability and reserve for such matters, including the Asheville site, we cannot assure you that our reserves will
be sufficient to cover the actual costs that we incur as a result of these matters.
Future events, such as the notification of potential liability at new sites, the discovery of additional contamination or changes to an approved remedy at an
existing site, changes to existing EHS laws and regulations or their interpretation, and more rigorous regulatory action by government authorities, may require
additional expenditures by us, which could have a negative impact on our operations.
Changes in tax laws could cause volatility or have a material adverse effect on our business and financial results.
Changes to existing tax laws or the adoption of new tax laws could have a material adverse impact on our effective tax rate, future tax liabilities and the ability
to utilize deferred tax assets. The current economic and political environment may result in significant tax law changes in the numerous jurisdictions in which
we operate. In addition, our effective tax rate could be materially affected by certain tax proposals developed by the Organization for Economic Cooperation and
Development and European Commission regarding the taxation of multinational businesses. Adverse changes in the underlying profitability and financial
outlook of our operations in several jurisdictions could lead to changes in our valuation allowances against deferred tax assets and other tax accruals that could
materially and adversely affect our results of operations. In addition, acquisitions or divestitures may cause our effective tax rate to change.
We base our tax positions upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various countries in which
we have assets or conduct activities. However, our tax positions are subject to review and possible challenge by taxing authorities and to possible changes in
law, which may have a retroactive effect.
Continued economic and political pressures to increase tax revenues in jurisdictions in which we operate, or the adoption of new or reformed tax legislation or
regulation, may make resolving tax disputes more difficult. The final resolution of tax audits and any related litigation can differ from our historical provisions
and accruals, resulting in an adverse effect on our financial performance.
Failure to comply with existing laws and regulations or changes in these laws, regulations, or interpretations thereof, specifically tax laws could result in the
loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of
operations. Additionally, uncertainties exist with respect to the interpretation of, and potential future developments in, complex domestic and international tax
laws and regulations, the amount and timing of future taxable income and the interaction of such laws and regulations among jurisdictions. Given the wide range
of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results
and assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.
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Uncertainty over global tariffs and trade policies, or the financial impact of tariffs and trade policies, may negatively affect our results.
Protectionist trade legislation in the United States, the E.U., the U.K., Canada, China or Mexico, such as a change in current tariff structures, export or import
compliance laws, or other trade policies could adversely affect our supply chain, business and results of operations. Similarly, further changes to United States
and foreign trade and tax policies, including heightened import restrictions, import and export licenses, new tariffs, trade embargoes, government sanctions, and
trade barriers could have a similar impact. Increased tariffs could require us to increase our prices, which could decrease demand for our products. In addition,
other countries may limit their trade with the United States or retaliate through their own restrictions and/or increased tariffs, which could affect our ability to
export products and therefore adversely affect our sales. Many of these challenges, particularly tariffs, are present, or may arise in commerce with the E.U.,
China, and Mexico markets in which we operate and with which we do business. While we believe we have taken steps to mitigate their potential effects, our
mitigation activities may prove to be ineffective or detrimental to our business. There exists substantial uncertainty as to whether such tariffs will be fully
implemented or sustained. There can be no assurances that such tariffs will not be implemented or increased in the future, with the previously mentioned
countries or additional countries with which we do business. The degree to which these changes in U.S. tariff structures or other trade policy affect our business
and results of operations will be influenced by the specific details of the changes in tariffs or other trade policies, their timing and duration, and our effectiveness
in deploying tools and strategies to address these issues.
Risks Related to Technology and Data Privacy
We are exposed to, and may be adversely affected by, cybersecurity threats, incidents or other disruptions to our information technology systems and
data.
We rely on information technology systems and networks, including cloud-based systems, in connection with many of our business activities, some of which are
managed directly by us, while others are managed by third-party service providers and are not under our direct control. Our operations routinely involve
receiving, storing, processing and transmitting information pertaining to our business, customers, suppliers, employees, and other operations. We have both an
increasing reliance on information technology systems and an increasing digital footprint as a result of changing technologies, connected devices and digital
offerings, as well as remote work policies. If these technologies, systems, products or services are threatened, disputed, damaged, cease to function properly, are
compromised due to employee or third-party contractor error, user error, malfeasance, system errors, or other vulnerabilities, technology malfunction, or as the
result of events or circumstances of broader geographic impact (e.g., earthquake, storm, flood, epidemic, strike, act of war, civil unrest or terrorist act), or are
subject to cybersecurity incidents, such as those involving denial-of-service attacks, ransomware, phishing or social engineering, unauthorized access, malicious
software, or other intrusions or disruptions, including by criminals, nation states or insiders, our business may be adversely impacted. The impacts of any such
circumstances could include production downtimes, operational delays, and other impacts on our operations and ability to provide products and services to our
customers; compromise of confidential, proprietary or otherwise protected information, including personal information and customer confidential data;
destruction, corruption, or theft of data or intellectual property; manipulation, disruption, or improper use of these technologies, systems, products or services;
financial losses from fraudulent transactions, remedial actions, loss of business or potential liability; adverse media coverage or publicity; legal claims or legal
proceedings, including class action and commercial litigation, ransom payments, regulatory investigations, actions and fines; and damage to our reputation and,
as a result, have a material adverse effect on our business operations and financial performance.
Cybersecurity incidents could have a disruptive effect on our business.
From time to time, we and the service providers or other business partners that we depend on to host our data and support or provide our systems and business
operations, are the target of, and periodically respond to, cybersecurity threats, including phishing and denial-of-service attacks, which, if successful, could
result in a loss of business or customer information, systems interruption or the disruption of our operations, among other things. The techniques that are used to
obtain unauthorized access, disable or degrade service or sabotage systems and data change frequently, have continued to increase in recent years and such
efforts may be difficult to detect for long periods of time. As a result, we monitor our systems to protect our technology infrastructure and data. In addition, we
further attempt to mitigate these risks by employing a number of other measures, including employee training, a breach response plan, and maintenance of
backup and protective systems. Further, while we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks, such insurance
coverage may not cover all losses or all types of claims that arise. Notwithstanding these measures, our systems, networks, products and services remain
potentially vulnerable to known or unknown cybersecurity threats, any of which could have a material adverse effect on our business operations and financial
performance. We have in the past been subject to cybersecurity incidents which have not had a material impact on our business or financial condition and
expect that we will be subject to additional cybersecurity incidents in the future.
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We are exposed to risks and costs associated with complying with privacy laws and protecting personal data and other sensitive information.
We are subject to various risks and costs associated with the collection, handling, storage and transmission of information, including costs related to compliance
with U.S. and foreign data protection and privacy laws and other contractual obligations, as well as risks associated with the compromise of our systems
collecting such information. Many jurisdictions, including the E.U., the U.K., China and certain states within the U.S., have passed laws that require companies
to meet specific requirements regarding the processing, use, and disclosure of personal data and giving individuals certain rights over their personal data. We
collect internal and customer data and other information, including personal data for a variety of business purposes, including managing our workforce and
providing requested products and services. We could be exposed to investigations and regulatory actions, fines, penalties, restrictions, individual, class action,
and commercial litigation, reputational harm or other expenses, or other adverse effects on our business, due to failure to protect personal data or other sensitive
information or failure to maintain compliance with the various U.S. and foreign data collection and privacy laws or applicable data security standards.
Failure to keep pace with developments in technology could adversely affect our operations or competitive position and we may be exposed to risks and
incur costs associated with maintaining or upgrading our technology and systems.
The technologies and systems we use to operate our business may require refinements and upgrades, and third parties may cease support of systems that are
currently in use. The development and maintenance of these technologies may require significant investment by us. As various systems and technologies
become outdated or new technology is required, we may not be able to replace or introduce them as quickly as needed or in a cost-effective manner. As a result,
our business operations could be disrupted and we could be exposed to cybersecurity threats, adversely affecting our business operations and financial
performance.
Because third parties provide us with a number of operational and technical services, third-party cybersecurity incidents could expose us to liability,
harm our reputation, damage our competitiveness and adversely affect our financial performance.
Third parties provide us with certain operational and technical services. These third parties may have access to our systems, provide hosting services or other
services to support our business, or otherwise process data about or on behalf of us, our employees or partners. Any cybersecurity incident impacting a third
party business partner or service provider could compromise the security, integrity or availability of systems or data, or result in the theft, unauthorized access or
processing, or disruption of access to data, which could negatively impact our operations. We rely on the internal processes and controls of third-party software,
systems, and application vendors to maintain the security of all software code, systems, and data provided to or used by or on behalf of the Company. Any
cybersecurity incidents involving third parties on which we rely could negatively affect our reputation, our competitive position and our financial performance,
and we could face regulatory scrutiny, investigations, lawsuits and further potential liability.
As we integrate artificial intelligence technologies into our processes, these technologies may present business, compliance and reputational risks.
Recent technological advances in artificial intelligence (“AI”) and machine-learning technology present new opportunities and also pose new risks. Our
introduction of these technologies into our internal processes may result in new or expanded risks and liabilities. Such risks and liabilities include enhanced
governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely
affect our business, reputation, and financial results. The utilization of AI could also result in loss of intellectual property and subject us to heightened risks
related to intellectual property infringement or misappropriation. The use of AI can lead to unintended consequences, including generating content that is
inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and expose us to
risks related to inaccuracies or errors in the output of such technologies.
Risks Related to Indebtedness and Financing
Our indebtedness may adversely affect our financial health.
Our indebtedness could, among other things: increase our vulnerability to general economic and industry conditions, including recessions; require us to use cash
flow from operations to service our indebtedness, thereby reducing our ability to fund working capital, capital expenditures, research and development efforts
and other expenses; limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; place us at a competitive
disadvantage compared to competitors that have less indebtedness; or limit our ability to borrow additional funds that may be needed to operate and expand our
business.
Our credit facility contains provisions that could materially restrict our business.
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Our revolving credit facility contains restrictions limiting our ability to: dispose of assets; incur certain additional debt; repay other debt or amend subordinated
debt instruments; create liens on assets; make investments, loans or advances; make acquisitions or engage in mergers or consolidations; engage in certain
transactions with our subsidiaries and affiliates; repurchase stock; or make dividend payments above a certain amount.
The restrictions contained in our credit facility could limit our ability to plan for or react to changes in market conditions or meet capital needs or could
otherwise restrict our activities or business plans. These restrictions could adversely affect our ability to finance our operations, make strategic acquisitions, fund
investments or other capital needs or engage in other business activities that could be in our interest.
Further, our ability to comply with our loan covenants may be affected by events beyond our control that could result in an event of default under our credit
facility, or documents governing any other existing or future indebtedness. A default, if not cured or waived, may permit acceleration of our indebtedness. In
addition, our lenders could terminate their commitments to make further extensions of credit under our credit facility. If our indebtedness is accelerated, we
cannot be certain that we will have sufficient funds to pay the accelerated indebtedness or that we will have the ability to refinance accelerated indebtedness on
terms favorable to us, or at all.
The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to
materially differ from such projections, which may adversely affect our future profitability, cash flows and stock price.
Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, are dependent on certain estimates and
assumptions related to, among other things, development and launch of innovative new products, market share projections, product pricing, sales, volume and
product mix, foreign exchange rates and volatility, tax rates, interest rates, commodity prices, cost savings, accruals for estimated liabilities, including litigation
reserves, and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, pay
dividends and meet debt obligations. There is no assurance that we will fully realize the anticipated cost savings and other benefits of our restructuring activities
in the time frames we desire or at all. Our financial projections are based on historical experience and on various other estimates and assumptions that we
believe to be reasonable under the circumstances and at the time they are made, and our actual results may differ materially from our financial projections. Any
material variation between our financial projections and our actual results may adversely affect our future profitability, cash flows and stock price.
Risks Related to Other External Factors
Loss, operational disruptions or closure of a key facility, including those of our suppliers, due to unforeseen or catastrophic events or otherwise, could
have a material adverse effect on our business and financial results.
Our business could be interrupted and our financial results could be materially adversely impacted by physical risks such as earthquakes, fires, hurricanes,
floods, acts of war, terrorist attacks, cyberattacks and other disruptions in information systems, disease outbreaks or pandemics, and other natural disasters or
catastrophic events that damage, disrupt or destroy one of our key facilities or the key facilities of our significant suppliers. If any of our key facilities or the key
facilities of our significant suppliers experience a significant operational disruption or catastrophic loss, it could delay, disrupt or reduce production, shipments
and revenue, and result in potentially significant expenses to repair or replace these properties. Such significant disruptions could be due to, among other things:
•
the loss or disruption of the timely availability of adequate supplies of essential raw materials for us and our suppliers, including single-source
suppliers;
•
our ability to integrate new suppliers into our operations;
•
material financial issues facing our suppliers, such as bankruptcy or similar proceedings;
•
transportation and logistics challenges, including as a result of port and border closures and other governmental restrictions and the availability
and capacity of shipping channels;
•
the loss or disruption of other manufacturing, distribution and supply capabilities;
•
the loss or disruption of the energy sources or energy suppliers in Europe due to supply shortages as a result of the Russia-Ukraine conflict,
including price increases in the energy market;
•
labor shortages, strikes or work stoppages;
•
illness to our employees or their families or governmental restrictions on such employees' ability to travel or perform necessary business
functions; or
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•
as a result of the need for us or our suppliers to operate our respective businesses with substantial modifications to employee travel and employee
work locations.
Additionally, certain catastrophes are not covered by our general insurance policies, which could result in significant unrecoverable losses. Our business and
results of operations could also be adversely impacted by under-investment in physical assets or production capacity.
Climate-related events and climate change legislation could adversely impact our business.
The effects of climate change and the ongoing efforts to mitigate its impact, including through climate change-related legislation and regulation, could have a
material adverse effect on our business, financial condition, and results of operations. The physical effects of climate change, including extreme weather and
natural disasters (including those risks discussed under the heading “Loss, operational disruptions or closure of a key facility, including those of our suppliers,
due to unforeseen or catastrophic events or otherwise, could have a material adverse effect on our business and financial results”) may disrupt our operations
and those of our customers and suppliers. In addition, changes to laws or regulations enacted to address the potential impacts of climate change could have a
material adverse impact on our business, financial condition, and results of operations. For example, continuing political and social attention to the issue of
climate change has resulted in both existing and pending international agreements and national, regional, or local legislation and regulatory measures to limit
greenhouse gas emissions. Any future increased regulation concerning greenhouse gas emissions and other climate-change related laws and regulations, may
require equipment modifications, operational changes, payment of increased or additional taxes, or the purchase of emission credits to reduce the emission of
greenhouse gases from our operations, which may result in us incurring substantial capital expenditures and compliance, operating, maintenance and
remediation costs. In addition, any such future regulatory changes could result in transition risks to our business, including but not limited to (i) the nature and
timing of any requirement to lower greenhouse gas emissions and adopt more energy-efficient energy use, which could result in changes or disruptions to the
way we operate our business, (ii) the risk of lower demand for our products related to customers who experience business declines or disruptions due to the
impact of any requirement to lower greenhouse gas emissions, (iii) financial risks where compliance with such regulations requires unforeseen capital
expenditures, (iv) legal risks associated with the implementation of any new technologies required to comply with such regulations, which could impede our
ability to innovate new products, meet customer and market demand or compete on pricing and quality in the market, and/or (v) reputational risks associated
with our customers’ and investors’ perceptions of our business. We are not able to predict how any future definitive agreements, pacts and/or regulations, if and
when they are adopted and required, and the commitments necessary to comply with such requirements, will affect our business, financial condition, and results
of operations.
General Risk Factors
Unfavorable outcomes of legal or regulatory matters may adversely affect our business and financial condition and damage our reputation.
We are from time to time involved in or subject to a variety of litigation, claims, legal or regulatory proceedings or matters related to our business, warranty
claims, our intellectual property rights, alleged infringement or misappropriation by us of intellectual property rights of others, tax, environmental, privacy,
insurance, ERISA and employment matters. Such matters, even those that are ultimately non-meritorious, can be complex, costly, and highly disruptive to our
business operations by diverting the attention and energies of management and other key personnel, and may generate adverse publicity that damages our
reputation. The assessment of the outcome of such matters, including our potential liability, if any, is a highly subjective process that requires judgments about
future events that are not within our control and are based on the information available to management at that time. The outcome of such matters, including
amounts ultimately received or paid upon judgment or settlement, may differ materially from management’s outlook or estimates, including any amounts
accrued in the financial statements. Actual outcomes, including judgments, awards, settlements or orders, could have a material adverse effect on our business,
financial condition, operating results, or cash flows and damage our reputation.
We face risks relating to our international operations.
Because we have significant international operations, our operating results and financial condition could be materially adversely affected by economic, political,
health, regulatory and other factors existing in foreign countries in which we operate. Our international operations are subject to inherent risks, which may
materially adversely affect us, including: political and economic instability in countries in which our products are manufactured; expropriation or the imposition
of government controls; changes in government regulations; export license requirements; trade restrictions and tariffs; earnings repatriation and expatriation
restrictions; exposure to different legal standards, including related to intellectual property; health conditions and standards; currency controls; fluctuations in
exchange rates; increases in the duties and taxes we pay; inflation or deflation; greater difficulty in collecting accounts receivable and longer payment cycles;
changes in labor conditions and difficulties in staffing and managing our international operations; limitations on insurance coverage against geopolitical risks,
natural disasters, and business operations; and communication among and with management of
CTS CORPORATION 18
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international operations. In addition, these same factors may also place us at a competitive disadvantage compared to some of our foreign competitors.
We may face risks associated with violations of the Foreign Corrupt Practices Act and similar anti-bribery laws (collectively, "Anti-Bribery Laws"). Anti-
Bribery Laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or
retaining business. Our Code of Ethics mandates compliance with these Anti-Bribery Laws. We operate in many parts of the world where strict compliance with
Anti-Bribery Laws may conflict with local customs and practices. We cannot assure you that our internal controls and procedures always will protect us from
detrimental actions by our employees or agents. If we are found to be liable for violations of Anti-Bribery Laws (either due to our own acts or inadvertence or
due to the acts or inadvertence of others), we could be subjected to criminal or civil penalties or other sanctions, which could have a material adverse effect on
our business.
Public health or safety concerns and governmental restrictions that impact the availability of raw materials, labor, or the movement of goods in some of the
countries in which we operate could have a material adverse effect on our business, financial condition, and operating results.
We are exposed to fluctuations in foreign currency exchange rates that may adversely affect our business, financial condition and operating results.
We transact business in various foreign countries. We present our consolidated financial statements in U.S. dollars, but a portion of our revenues and
expenditures are transacted in other currencies. As a result, we are exposed to fluctuations in foreign currencies. Additionally, we have currency exposure
arising from funds held in local currencies in foreign countries. Volatility in the exchange rates between the foreign currencies and the U.S. dollar could harm
our business, financial condition and operating results. Furthermore, to the extent we sell our products in foreign markets, currency fluctuations may result in
our products becoming too expensive for foreign customers.
If we are unable to protect our intellectual property or we infringe or are alleged to infringe, on others' intellectual property rights, our business,
financial condition and operating results could be materially adversely affected.
The success of our business depends, in part, upon our ability to protect our trade secrets, trademarks, copyrights and patents, obtain or license patents and
operate without infringing on the intellectual property rights of others. We rely on a combination of trade secrets, copyrights, patents, nondisclosure agreements
and technical and other measures to protect our proprietary rights in our products and technology. The steps we have taken to prevent misappropriation of our
technology may be inadequate. In addition, the laws of some foreign countries in which we operate do not protect our proprietary rights to the same extent as do
the laws of the United States. Although we continue to evaluate and implement protective measures, there can be no assurance that these efforts will be
successful. Our inability to protect our intellectual property rights could diminish or eliminate the competitive advantages that we derive from our technology,
cause us to lose sales or otherwise harm our business.
We believe that patents will continue to play an important role in our business. However, there can be no assurance that we will be successful in securing patents
for claims in any pending patent application or that any issued patent will provide us with any competitive advantage. We also cannot provide assurance that the
patents will not be challenged by third parties or that the patents of others will not materially adversely affect our ability to do business.
We may become involved in litigation in the future to protect our intellectual property or because others may allege that we infringed on their intellectual
property. These claims and any resulting lawsuit could subject us to liability for damages and invalidate our intellectual property rights. If an infringement claim
is successfully asserted by a holder of intellectual property rights, we may be required to cease marketing or selling certain products, pay penalties and spend
significant time and money to develop a non-infringing product or process or to obtain licenses for the technology, process or information from the holder. We
may not be successful in the development of a non-infringing alternative, or licenses may not be available on commercially acceptable terms, if at all, in which
case we may lose sales and profits. In addition, any litigation could be lengthy and costly and could materially adversely affect us even if we are successful in
the litigation.
Loss of our key management and other personnel, or an inability to attract key management and other personnel, could materially affect our business.
We depend on our senior executive officers and other key personnel to run our business. We do not have long-term employment contracts with our key
personnel. The loss of any of these officers or other key personnel could adversely affect our operations. Our future success depends on our ability to identify,
attract, and retain qualified personnel on a timely basis. If we were to experience turnover of senior management or if a member of our senior management were
to become ill or incapacitated, our stock price, our results of operations,
CTS CORPORATION 19
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our commercial and supply chain operations and our vendor or customer relationships could each be adversely impacted, and such events may make recruiting
for future management positions more difficult. The labor market for many of our employees is very competitive, and wages and compensation costs continue to
increase. Our ability to attract and retain key talent has been, and may continue to be, impacted by challenges in the labor market, particularly in the U.S., which
has recently been experiencing wage inflation, labor shortages, and the impacts of remote work. If we face labor shortages and/or increased labor costs as a
result of increased competition for employees, higher employee turnover rates, or increases in employee benefits costs, our operating expenses could increase,
which could negatively impact our growth and results of operations. Labor shortages, and higher employee turnover rates could also lead to disruptions in our
business. In addition, we must successfully integrate any new management personnel that we hire within our organization, or who join our organization as a
result of an acquisition, in order to achieve our operating objectives, and changes in other key management positions may temporarily affect our financial
performance and results of operations as new management becomes familiar with our business.
Ineffective internal control over our financial reporting may harm our business.
We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"). Our controls necessary for
continued compliance with Sarbanes-Oxley may not operate effectively or at all times and may result in a material weakness. The identification of material
weaknesses in internal control over financial reporting could indicate a lack of proper controls to generate accurate financial statements. Further, the
effectiveness of our internal controls may be impacted if we are unable to retain sufficient skilled finance and accounting personnel, especially in light of the
increased demand for such personnel among publicly traded companies.
Environmental, social, and governance ("ESG") issues, including those related to climate change and sustainability, may have an adverse effect on our
business, financial condition and results of operations and damage our reputation.
Companies across all industries are facing increasing scrutiny relating to their ESG practices and policies. Increased focus and activism related to ESG may
hinder our access to capital or negatively impact our stock price, as investors may reconsider their capital investment based on their assessment of our ESG
practices and policies. In particular, investor advocacy groups, institutional investors, stockholders, employees, consumers, customers, regulators, proxy
advisory services and other market participants have increasingly focused on ESG practices and policies of companies, including sustainability performance and
risk mitigation efforts, and their effect on companies from an investor, consumer, customer or employee perspective. If our ESG practices do not meet investor
or other stakeholder expectations and standards or evolving regulatory requirements, our stock price, sales, ability to access capital markets, reputation and
employee retention, among other things, may be negatively affected.
Shareholder activism efforts or unsolicited offers from a third party could cause a material disruption to our business and financial results.
We may be subject to various legal and business challenges due to actions instituted by shareholder activists or an unsolicited third-party offer. Perceived
uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other
instability and may affect our relationships with vendors, customers, prospective and current employees and others. Proposed or future laws and regulations may
increase the chance we become the target of shareholder activist campaigns, including ESG-related actions. If shareholder activist campaigns are initiated
against us, our response to such actions could be costly and time-consuming, which could divert the attention and resources of our Board of Directors, Chief
Executive Officer and senior management from the pursuit of our business strategies, which could harm our business, negatively impact our stock price, and
have an adverse effect on our business and financial results.
Future dividends on our common stock may be restricted or eliminated.
Dividends are declared at the discretion of our Board of Directors, and future dividends will depend on our future earnings, cash flow, financial requirements
and other factors. Under the most restrictive terms of our credit agreements, our ability to pay cash dividends on our common stock is limited, as described
under “Risks Related to Indebtedness and Financing.” There can be no assurance that we will continue to pay dividends in the future.
We may not continue to repurchase our common stock or make repurchases of our common stock at favorable prices.
In February 2024, our Board of Directors approved a share repurchase program that authorizes the Company to repurchase up to $100 million of its common
stock. Any purchases will depend on a number of factors, including our evaluation of general market and economic conditions, our financial condition and the
trading price of our common stock. The repurchase program may be extended, modified, suspended or discontinued at any time. A reduction in, or the
completion of, our repurchase program could have a negative effect on our stock price. We can provide no assurance that we will repurchase our common stock
at favorable prices, or at all.
CTS CORPORATION 20
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On August 16, 2022, the Inflation Reduction Act of 2022 (“Inflation Reduction Act”) was enacted. The Inflation Reduction Act imposes on publicly-traded
companies a new, nondeductible excise tax equal to 1% of the fair market value of any stock of a company that is repurchased after December 31, 2022, during
its taxable year. Because this excise tax would be payable by us, and not by a redeeming holder, the imposition of this excise tax could cause a reduction in the
cash available on hand to implement the repurchase program.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
The Company’s cybersecurity risk management strategy is comprised of several key elements. We assess our information technology and data
management/storage systems and related policies and practices to help guide and prioritize our cybersecurity and information technology-related investments,
activities and risk management strategy. We leverage a variety of technologies to attempt to mitigate the risk of cybersecurity threats and incidents. The
Company has a multi-layer approach to its technology solutions, including employing applications used for perimeter, network, end point and application
security as well as for data recovery, in each case tailored to the Company’s systems, data, risk profile and mitigation strategy. From time to time, we use third-
party service providers and software to augment and test our technology solutions and further support our risk mitigation strategy. Further, the Company
maintains processes to oversee and identify material risks from cybersecurity threats associated with its use of third-party service providers.
CTS uses a managed security services provider (MSSP) and other technologies to collect alerts and security audit logs, monitor and assess cybersecurity threat
intelligence, and take actions to help us prevent, detect, mitigate and remediate cybersecurity incidents.
We have a cybersecurity training program that covers a variety of topics designed to educate our employees about the importance of cybersecurity awareness,
highlight typical cybersecurity-related risks and issues (such as phishing attacks and other methods used to attempt to infiltrate our systems) and test that
awareness using knowledge assessments and simulations. The training is administered to employees on a rolling basis, and we use a third-party provider for the
content and periodically update the training to incorporate new cybersecurity-related developments.
The oversight of our cybersecurity risk is integrated into our enterprise-wide risk management process. We annually review cybersecurity risk as part of our
enterprise risk management process and evaluate whether to integrate those findings into our overall cybersecurity strategy. We have a Cybersecurity Strategy
Committee, which is a cross-functional team of business representatives led by our Vice President of IT & Digitization, which is responsible for spearheading
the ongoing development and execution of our cybersecurity strategy. The Cybersecurity Strategy Committee meets regularly and at other times as needed, and
periodically updates the Company’s management on its progress and activities.
Like many other companies, from time to time, we detect attempts by third parties to gain access to our systems and networks, and the frequency of such
attempts could increase in the future. We have in the past been subject to cybersecurity incidents which have not had a material impact on our business or
financial condition and expect that we will be subject to additional cybersecurity incidents in the future. As of the date of this Annual Report on Form 10-K, we
are not aware of any cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to
materially affect the Company, including its business strategy, results of operations or financial condition. However, there can be no assurance that our efforts
to prevent or mitigate cybersecurity incidents will be successful. Please see “Risks Related to Technology and Data Privacy” in “Risk Factors” in Section 1A
of this Annual Report on Form 10-K.
Governance
Our cybersecurity program is overseen by our Vice President of IT & Digitization, who has over 14 years of experience working in various information
technology roles and has managed and evolved the cybersecurity function at CTS for the past three years. Our Vice President of IT & Digitization is supported
by a team of enterprise information system and security risk professionals (collectively, the “IT Team”), who are responsible for identifying, assessing,
monitoring, managing and communicating the Company’s cybersecurity risks. The IT Team includes a cybersecurity leader with over 30 years of experience in
IT infrastructure, IT operations and cybersecurity, and members who hold Certified Information Systems Security Professional (CISSP) and Certified
Information System Auditor (CISA) certifications and have experience developing and implementing enterprise-wide cybersecurity strategies and initiatives,
managing risks relating thereto, and evaluating industry standards and regulations.
While our Board has the ultimate oversight responsibility for the risk management process, the Audit Committee is responsible for oversight of our
cybersecurity strategy and risks. The Vice President of IT & Digitization and other members of management provide the Audit Committee with quarterly and
as needed updates on the Company’s cybersecurity strategy and risks. In addition, the Board
CTS CORPORATION 21
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is provided with an annual cybersecurity update that addresses similar topics to those discussed with the Audit Committee on a quarterly basis.
In the event of a reported potential cybersecurity incident, our IT Team decides whether such an incident triggers our Cybersecurity Threat Evaluation and
Response Plan (the “Response Plan”). If triggered, the Company’s cybersecurity response team, as needed under the circumstances (the “Cyber Response
Team”), is convened. Members of the Cyber Response Team, as appropriate and as set forth in the Response Plan, are responsible for developing,
recommending and implementing measures to address the cybersecurity incident, including when appropriate, assessing, containing and mitigating its impact,
notifying members of the Company’s management, the Audit Committee and the full Board of the cybersecurity incident, and coordinating external
communications, in each case as appropriate under the circumstances. The IT Team is responsible for implementing and monitoring the effectiveness of any
remediation plan adopted as a result of a cybersecurity incident.
Item 2. Properties
As of December 31, 2024, we had manufacturing facilities, administrative, research and development and sales offices in the following locations:
Manufacturing Facilities
Owned/Leased
Albuquerque, New Mexico
Leased
Boise, Idaho
Leased
Calamba, Philippines
Leased
Cranston, Rhode Island
Leased
Kaohsiung, Taiwan
Leased
Kvistgaard, Denmark
Leased
Leczna, Poland
Leased
Lisle, Illinois
Leased
Lublin, Poland
Leased
Matamoros, Mexico
Owned
Matamoros, Mexico
Leased
Tecate, Mexico
Leased
Nogales, Mexico
Leased
Nupaky, Czech Republic
Leased
Ostrava, Czech Republic
Leased
Tianjin, China
Owned
Zhongshan, China
Leased
(1)
Ground lease through 2026; restrictions on use and transfer apply.
(2)
Land Use Rights Agreement through 2050 includes transfer, lease and mortgage rights.
Selected China, Czech Republic, and Denmark locations above also maintain sales offices.
Non-Manufacturing Facilities
Owned/Leased
Description
Boise, Idaho
Leased
Warehouse
Brownsville, Texas
Owned
Land
Brownsville, Texas
Leased
Warehouse
Elkhart, Indiana
Owned
Idle facility
Elkhart, Indiana
Owned
Administrative and research offices
Farmington Hills, Michigan
Leased
Sales office
Juarez, Mexico
Leased
Idle facility
Kaohsiung, Taiwan
Leased
Administrative and research offices
Lisle, Illinois
Leased
Administrative and research offices
Matamoros, Mexico
Leased
Administrative offices
Nagoya, Japan
Leased
Sales office
Nogales, Mexico
Leased
Warehouse and administrative offices
Rüsselsheim, Germany
Leased
Administrative and sales office
Singapore
Leased
Sales office
Tecate, Mexico
Leased
Warehouse and administrative offices
Tecate, Mexico
Owned
Idle facility
Yokohama, Japan
Leased
Sales office
Zug, Switzerland
Leased
Administrative, sales and research offices
(1)
This facility relates to the ongoing restructuring activities involving the Juarez and Matamoros site consolidation.
We regularly assess our facilities for manufacturing capacity, available labor, and proximity to our markets and major customers. Management believes our
manufacturing facilities are suitable and adequate and have sufficient capacity to meet our current needs. The extent of utilization varies from plant to plant and
with economic conditions. We also review the operating costs of our facilities and
(1)
(2)
(1)
CTS CORPORATION 22
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may from time-to-time relocate a portion of our manufacturing activities in order to reduce operating costs and improve asset utilization and cash flow.
Item 3. Legal Proceedings
From time to time we are involved in litigation with respect to matters arising from the ordinary conduct of our business, and currently certain claims are
pending against us. In the opinion of management, we believe we have established adequate accruals pursuant to U.S. generally accepted accounting principles
for our expected future liability with respect to pending lawsuits, claims and proceedings, where the nature and extent of any such liability can be reasonably
estimated based on presently available information. However, we cannot provide assurance that the final resolution of any existing or future lawsuits, claims or
proceedings will not have a material adverse effect on our business, results of operations, financial condition, or cash flows.
See Note 11, "Contingencies," in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol "CTS." On February 21, 2025, there were approximately 727 shareholders of
record.
On February 2, 2024, the Board approved a new share repurchase program that authorized the Company to repurchase up to $100 million of its common stock.
The new share repurchase program has no set expiration date and superseded and replaced the repurchase program approved by the Board in February 2023.
(a)
Total Number
of Shares
Purchased
(b)
Average Price
Paid per
Share
(c)
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Programs
(d)
Maximum
Dollar Value of
Shares That
May Yet Be
Purchased
Under Publicly
Announced Plans
or Programs
October 1, 2024 – October 31, 2024
89,500 $
48.70
89,500 $
64,951,459
November 1, 2024 – November 30, 2024
32,500 $
54.81
32,500 $
63,170,287
December 1, 2024 – December 31, 2024
31,500 $
54.49
31,500 $
61,422,237
Total
153,500
153,500
Shareholder Performance Graph
The following graph shows a five-year comparison of the cumulative total shareholder return on CTS common stock with the cumulative total returns of a
general market index and a peer group index (Russell 2000 Index and Dow Jones Electrical Components & Equipment Industry Group). The graph tracks the
performance of a $100 investment in the Company's common stock and in each of the indexes (with the reinvestment of all dividends) on December 31, 2019.
Historical stock price performance should not be relied upon as an indication of future stock price performance. The performance graph in this Annual Report
on Form 10-K shall be deemed furnished,
CTS CORPORATION 23
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and not filed, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act as a result of this
furnishing, except to the extent that we specifically incorporate it by reference.
Item 6. [Reserved]
CTS CORPORATION 24
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions
of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2023.
Overview
CTS Corporation ("CTS", "we", "our" or "us") is a leading designer and manufacturer of products that Sense, Connect and Move. Our vision is to be a leading
provider of sensing and motion devices as well as connectivity components, enabling an intelligent and seamless world. These devices are categorized by their
ability to Sense, Connect or Move. Sense products provide vital inputs to electronic systems. Connect products allow systems to function in synchronization
with other systems. Move products ensure required movements are effectively and accurately executed. We are committed to achieving our vision by continuing
to invest in the development of products, technologies and talent within these categories.
We manufacture sensors, actuators and connectivity components in North America, Europe, and Asia. CTS provides engineered products to OEMs and tier one
suppliers in the aerospace and defense, industrial, medical, and transportation markets, and the U.S. Government.
There is an increasing proliferation of sensing and motion applications within various markets we serve. In addition, the increasing connectivity of various
devices to the internet results in greater demand for communication bandwidth and data storage, increasing the need for our connectivity products. Our success
is dependent on the ability to execute our strategy to support these trends. We are subject to challenges including periodic market softness, competition from
other suppliers, changes in technology, and the ability to add new customers, launch new products or penetrate new markets.
On July 29, 2024, we acquired 100% of the outstanding membership interests of SyQwest, LLC (“SyQwest”), a leading designer and manufacturer of a broad
set of sonar and acoustic sensing solutions primarily for naval applications, for $121.9 million, net of cash and up to $15 million in future contingent
consideration. The SyQwest acquisition strengthens our strategy and scale in the defense end market. The acquisition was funded from both cash on hand and
borrowings under our revolving credit facility.
Results of Operations: Year Ended December 31, 2024 versus Year Ended December 31, 2023
(Amounts in thousands, except percentages and per share amounts):
The following table highlights changes in significant components of the Consolidated Statements of Earnings for the years ended December 31, 2024, and
December 31, 2023:
Years Ended December 31,
Percent of Net Sales
2024
2023
Percent
Change
2024
2023
Net sales
$
515,771 $
550,422
(6.3 )%
100 %
100 %
Cost of goods sold
326,621
359,563
(9.2 )
63.3
65.3
Gross margin
189,150
190,859
(0.9 )
36.7
34.7
Selling, general and administrative expenses
88,285
83,816
5.3
17.1
15.2
Research and development expenses
23,388
24,918
(6.1 )
4.5
4.5
Restructuring charges
4,697
7,074
(33.6 )
0.9
1.3
Total operating expenses
116,370
115,808
0.5
22.6
21.0
Operating earnings
72,780
75,051
(3.0 )
14.1
13.6
Total other (expense) income, net
(1,557 )
102
(1,626.5 )
(0.3 )
0.0
Earnings before taxes
71,223
75,153
(5.2 )
13.8
13.7
Income tax expense
13,109
14,621
(10.3 )
2.5
2.7
Net earnings
$
58,114 $
60,532
(4.0 )%
11.3 %
11.0 %
Diluted earnings per share:
Diluted net earnings per share
$
1.89 $
1.92
Net sales were $515,771 for the year ended December 31, 2024, a decrease of $34,651, or 6.3%, from 2023. The decline in net sales was primarily driven by a
decreased volume of transportation products, which were down $51,077, or 16.9%. Net sales to the diversified end markets increased $16,425, or 6.6%. The
SyQwest acquisition added net sales of $14,448 in 2024, while the acquisition of maglab AG ("Maglab") added net sales of $1,755 in 2023.
CTS CORPORATION 25
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Gross margin was $189,150 for the year ended December 31, 2024, a decrease of $1,709, or 0.9%, from the year ended December 31, 2023. The decrease in
gross margin was primarily driven by lower sales volumes partially offset by the favorable impact of changes in end market mix, operational improvements as
well as favorable impacts in foreign exchange rates of $1,102 primarily due to the U.S. Dollar appreciating compared to the Peso.
Selling, general and administrative ("SG&A") expenses were $88,285, or 17.1% of sales for the year ended December 31, 2024, versus $83,816 or 15.2% of
sales in 2023. The increase in SG&A expenses was primarily driven by increased incentive compensation and the SyQwest acquisition.
Research and development expenses were $23,388, or 4.5% of sales in 2024, compared to $24,918, or 4.5% of sales in 2023, in line with our commitment to
continue investing in research and product development to drive organic growth.
Restructuring charges were $4,697, or 0.9% of net sales in 2024, compared to $7,074, or 1.3% of net sales in 2023. The restructuring charges in the year ended
December 31, 2024, were primarily related to costs associated with our plant closure and consolidation activities and severance expenses related thereto. See
Note 9, “Costs Associated with Exit and Restructuring Activities,” in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K
for further information.
Other income and expense items are summarized in the following table:
Years Ended December 31,
2024
2023
Interest expense
$
(4,236 ) $
(3,331 )
Interest income
4,282
4,625
Other expense
(1,603 )
(1,192 )
Total other (expense) income, net
$
(1,557 ) $
102
Interest income decreased due to lower investments of available cash into short-term, cash equivalent, high-yield deposit accounts as a result of the SyQwest
acquisition. Interest expense increased due to higher borrowings to fund the SyQwest acquisition.
Other expense, net for 2024 is primarily driven by foreign currency translation losses primarily related to the Chinese Renminbi offset partially by income from
the qualified replacement plan assets.
Years Ended December 31,
2024
2023
Effective tax rate
18.4%
19.5%
The effective income tax rate in 2024 was 18.4% compared to 19.5% in the prior year. The decrease is primarily due to a change in mix of earnings taxed at
lower rates.
Liquidity and Capital Resources
We have historically funded our capital and operating needs primarily through cash flows from operating activities, supported by available credit under our
Revolving Credit Facility (as defined below). We believe that cash flows from operating activities and available borrowings under our Revolving Credit Facility
will be adequate to fund our working capital needs, capital expenditures, investments, and debt service requirements for at least the next twelve months and for
the foreseeable future thereafter. However, we may choose to pursue additional equity and debt financing to provide additional liquidity or to fund acquisitions.
Cash and cash equivalents were $94,334 at December 31, 2024 and $163,876 at December 31, 2023, of which $92,944 and $99,940, respectively, were held
outside the United States. Total debt as of December 31, 2024 and December 31, 2023 was $91,253 and $67,500, respectively.
Cash Flows from Operating Activities
Net cash provided by operating activities was $99,289 during the year ended December 31, 2024. Components of net cash provided by operating activities
included net earnings of $58,114, depreciation and amortization expense of $30,922, other net non-cash items totaling $2,907, and a net cash inflow from
changes in assets and liabilities of $7,346 primarily driven by reductions in inventories.
Net cash provided by operating activities was $88,811 during the year ended December 31, 2023. Components of net cash provided by operating activities
included net earnings of $60,532, depreciation and amortization expense of $28,710, other net non-cash items
CTS CORPORATION 26
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totaling $3,108, offset by a net cash outflow from changes in assets and liabilities of $(3,539) primarily driven by reductions in accounts payable and accrued
payroll and benefits.
Cash Flows from Investing Activities
Net cash used in investing activities for the year ended December 31, 2024 was $140,556, driven by $121,912 of acquisition payments for the SyQwest
acquisition and capital expenditures of $18,643. See Note 3, "Business Acquisitions," in the Notes to the Consolidated Financial Statements in this Annual
Report on Form 10-K.
Net cash used in investing activities for the year ended December 31, 2023 was $18,097, driven by capital expenditures of $14,738 and $3,359 of acquisition
payments, primarily for the Maglab acquisition as well as final working capital adjustments from the TEWA Temperature Sensors SP. Zo.o and Meggitt A/S
(a/k/a Ferroperm Piezoceramics A/S) acquisitions. See Note 3, "Business Acquisitions," in the Notes to the Consolidated Financial Statements in this Annual
Report on Form 10-K.
Cash Flows from Financing Activities
Net cash used by financing activities for the year ended December 31, 2024, was $27,935. The net cash outflow was the result of treasury stock purchases of
$42,596, dividend payments of $4,885, taxes paid on behalf of equity award participants of $3,131 and contingent consideration payments of $1,076, partially
offset by borrowings net of payments of $23,753.
Net cash used by financing activities for the year ended December 31, 2023, was $65,399. The net cash outflow was the result of treasury stock purchases of
$40,926, net cash for debt paydowns of $16,170, dividend payments of $5,040, and taxes paid on behalf of equity award participants of $3,263.
Capital Resources
Long-term debt was comprised of the following:
As of December 31,
2024
2023
Total credit facility availability
$
400,000
$
400,000
Balance outstanding
91,253
67,500
Standby letters of credit
1,640
1,640
Amount available, subject to covenant restrictions
$
307,107
$
330,860
Weighted-average interest rate
6.41 %
6.07 %
On December 15, 2021, we entered into a second amended and restated five-year credit agreement with a group of banks (the “Revolving Credit Facility”) to (i)
increase the total credit facility availability to $400,000 which may be increased by $200,000 at the request of the Company, subject to the administrative agent's
approval, (ii) extend the maturity of the Revolving Credit Facility from February 12, 2024 to December 15, 2026, (iii) replace LIBOR with SOFR as the primary
reference rate used to calculate interest on the loans under the Revolving Credit Facility, (iv) increase available sublimits for letters of credit, and swingline
loans as well as providing for additional alternative currency borrowing capabilities, and (v) modify the financial and non-financial covenants to provide the
Company additional flexibility. This new unsecured credit facility replaced the prior $300,000 unsecured credit facility, which would have expired February 12,
2024.
Borrowings in U.S. dollars under the Revolving Credit Facility bear interest, at a per annum rate equal to the applicable Term SOFR rate (but not less than
0.0%), plus the Term SOFR adjustment, and plus an applicable margin, which ranges from 1.00% to 1.75%, based on our net leverage ratio. Similarly,
borrowings of alternative currencies under the Revolving Credit Facility bear interest equal to a defined risk-free reference rate, plus the applicable risk-free rate
adjustment and plus an applicable margin, which ranges from 1.00% to 1.75%, based on our net leverage ratio. We use interest rate swaps to convert a portion of
our revolving credit facility's outstanding balance from a variable rate of interest to a fixed rate. The contractual rate of these arrangements ranges from 1.49% to
2.49%.
The Revolving Credit Facility includes a swing line sublimit of $20,000 and a letter of credit sublimit of $20,000. We also pay a quarterly commitment fee on
the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.175% to 0.25% based on our net leverage ratio. We were in compliance
with all debt covenants at December 31, 2024.
Our liquidity, access to capital, and borrowing costs could be adversely impacted by declines in our credit quality, our financial performance, and global credit
market conditions, as well as a broad range of other factors. In addition, we have $92,944 of foreign cash balances and our ability to repatriate these funds
timely and in a tax efficient manner may be restricted. See Item 1A. "Risk Factors” for additional discussion of risks that our business faces.
CTS CORPORATION 27
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As of December 31, 2024, our material cash requirements for our known contractual and other obligations were as follows:
•
Long-term debt, including interest – Outstanding principal on our Revolving Credit Facility was $91,253 at December 31, 2024, with no amounts
payable within 12 months. Additionally, we have minimum contractual future interest payments on our hedged borrowings under our Revolving
Credit Facility estimated to be $10,150 through maturity, with approximately $5,190 payable within 12 months based on the December 31, 2024
exchange rate. We may paydown certain portions of these obligations early. As of December 31, 2024, we had interest rate swaps that fix interest
costs on $50,000 of our long-term debt through December 2026 and a cross-currency swap on $12,500 of our long-term debt through June 2027. See
Note 13, “Debt,” and Note 14, “Derivatives,” in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for further
details of our debt and hedging activities.
•
Operating lease payments – We enter into various noncancelable lease agreements for land, buildings and equipment used in our operations.
Operating lease obligations were $25,839 with $4,719 payable within 12 months. See Note 12, “Leases,” in the Notes to the Consolidated Financial
Statements in this Annual Report on Form 10-K for further detail of our obligations and the timing of expected future payments.
•
Retirement obligations – Expected future contributions relating to our defined benefit postretirement plans were $4,897, with $609 payable in 12
months. See Note 7, “Retirement Plans,” in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for further detail
of our obligations and the timing of expected future payments.
We have no off-balance sheet arrangements that have a material current effect or are reasonably likely to have a material future effect on our financial condition
or changes in our financial condition.
Acquisitions
On February 6, 2023, we acquired 100% of the outstanding shares of Maglab for $4,164 in cash subject to additional earnout payments based on future
performance. The acquisition was funded from cash on hand.
On July 29, 2024, we acquired 100% of the outstanding membership interests of SyQwest for $121,912 in cash subject to additional earnout payments based on
future performance. The acquisition was funded from both cash on hand and borrowings under our Revolving Credit Facility.
Critical Accounting Estimates and Policies
The Securities and Exchange Commission ("SEC") has defined a company’s critical accounting policies as the ones that are most important to the portrayal of a
company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of
the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments
addressed below. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ from these estimates.
Critical Accounting Estimates
Goodwill, Intangibles and Other Long-Lived Assets
Purchase Accounting
We use the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair
values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed are recognized as
goodwill. The valuations of the acquired assets and liabilities assumed will impact the determination of future operating results. Determining the fair value of
assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including
assumptions with respect to future cash inflows and outflows, revenue growth rates, discount rates, customer attrition rates, asset lives, contributory asset
charges, and market multiples, among other items. We determine the fair values of intangible assets acquired generally in consultation with third-party valuation
advisors.
Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible
asset can be sold, transferred, licensed or exchanged, regardless of the Company’s intent to do so. Goodwill represents the excess purchase price over the fair
value of the tangible net assets and intangible assets acquired in a business combination.
Impairment Assessment – Goodwill
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Goodwill of a reporting unit is tested for impairment on the first day of its fiscal fourth quarter, or more frequently if an event occurs or circumstances change
that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. Examples of such events or circumstances include, but are
not limited to, the following:
• Significant decline in market capitalization relative to net book value,
• Significant adverse change in regulatory factors or in the business climate,
• Unanticipated competition,
• More-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or
otherwise disposed of,
• Testing for recoverability of a significant asset group within a reporting unit, and
• Allocation of a portion of goodwill to a business to be disposed.
If we believe that one or more indicators of impairment have occurred, we perform an impairment test.
We have the option to perform a qualitative assessment (commonly referred to as a "step zero" test) to determine whether further quantitative analysis for
impairment of goodwill and indefinite-lived intangible assets is necessary. The qualitative assessment includes a review of macroeconomic conditions, industry
and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If, after assessing the totality of
events or circumstances we determine that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, we do not need to
perform a quantitative analysis.
If a quantitative assessment is required, we estimate the fair value of each reporting unit using a combination of discounted cash flow analysis and market-based
valuation methodologies. Determining fair value using a quantitative approach requires significant judgment, including judgments about projected revenues,
cash flows over a multi-year period, discount rates and estimated valuation multiples. The discount rate applied to our forecasts of future cash flows is based on
our estimated weighted average cost of capital. In assessing the reasonableness of our determined fair values, we evaluate our results against our market
capitalization. Changes in these estimates and assumptions could materially affect the determination of fair value and impact the goodwill impairment
assessment.
For 2024, we elected to perform the quantitative assessment. Based upon our latest assessment, we determined that our goodwill was not impaired as of October
1, 2024. We will monitor future results and will perform a test if indicators trigger an impairment review.
Impairment Assessment – Other Intangible Assets and Other Long-Lived Assets
We evaluate the impairment of identifiable intangibles and other long-lived assets whenever events or changes in circumstances indicate that the carrying value
may not be recoverable. Factors considered that may trigger an impairment review consist of, but are not limited to, the following:
• Significant decline in market capitalization relative to net book value,
• Significant underperformance relative to expected historical or projected future operating results,
• Significant changes in the manner of use of the acquired assets or the strategy for the overall business, and
• Significant negative industry or economic trends.
If we believe that one or more indicators of impairment have occurred, we perform a recoverability test by comparing the carrying amount of an asset or asset
group to the sum of the undiscounted cash flows expected to result from the use and the eventual disposition of the asset or asset group. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value.
Income Taxes
Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best estimate of current and future
taxes to be paid. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in the
determination of our consolidated income tax provision.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements,
which will result in taxable or deductible amounts in the future. In evaluating our ability to recover our deferred tax assets in the jurisdictions from which they
arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-
planning strategies, and results of recent operations. The assumptions about future taxable income require the use of significant judgment and are consistent with
the plans and estimates we are using to manage our underlying businesses.
CTS CORPORATION 29
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The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions
across our global operations. Accounting Standards Codification (“ASC”) 740 states that a tax benefit from an uncertain tax position may be recognized when it
is more-likely-than-not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of its
technical merits. We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment changes as a
result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result
in a payment that is materially different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or
decreases to income tax expense in the period in which new information is available.
Critical Accounting Policies
Revenue Recognition
We recognize revenue in accordance with the Financial Accounting Standards Board’s (“FASB”) ASC 606, Revenue from Contracts with Customers, net of
estimated reserves. Our revenue reserves contain uncertainties because they require management to make assumptions and to apply judgment to estimate the
value of future credits to customers for price adjustments. We base these estimates on the most likely value method considering all reasonably available
information, including our historical experience and current expectations, and are reflected in the transaction price when sales are recorded.
Product Warranties
Provisions for estimated warranty expenses are made at the time products are sold. The expense and corresponding accrual primarily relate to our products sold
to our transportation market. These estimates are established using a quoted industry rate and are based on customer specific circumstances. We adjust our
warranty reserve for any known or anticipated warranty claims as new information becomes available. We evaluate our warranty obligations at least quarterly
and adjust our accruals if it is probable that future costs will be different than our current reserve.
Over the last three years, product warranty reserves have ranged from 0.3% to 0.4% of net sales. We believe our reserve level is appropriate considering all facts
and circumstances surrounding any outstanding quality claims and our historical experience selling our products to our customers.
Inventories
We value our inventories at the lower of the actual cost to purchase or manufacture using the first-in, first-out ("FIFO") method, or net realizable value. We
review inventory quantities on hand and record a provision for excess and obsolete inventory based on historical consumption trends as well as forecasts of
product demand including related production requirements. Once reserves are established, write-downs of inventory are considered permanent adjustments to
the cost basis of inventory. Our reserves contain uncertainties because the calculation requires management to make assumptions and to apply judgment
regarding historical experience, market conditions, and product life cycles. Changes in actual demand or market conditions could adversely impact our reserve
calculations.
Over the last three years, our reserves for excess and obsolete inventories have ranged from 14.8% to 20.7% of gross inventory. We believe our reserve level is
appropriate considering the quantities and quality of the inventories.
Environmental Contingencies
U.S. GAAP requires a liability to be recorded for contingencies when it is probable that a liability has been incurred and the amount of the liability can be
reasonably estimated. We record environmental contingent loss accruals on an undiscounted basis. Significant judgment is required to determine the existence
and amounts of our environmental liabilities. We regularly consult with attorneys and consultants to determine the relevant facts and circumstances before we
record a liability. Changes in the estimates on which the accruals are based, unanticipated government enforcement action, or changes in health, safety,
environmental, and chemical control regulations and testing requirements could, and have, resulted in higher or lower costs.
Recent Accounting Pronouncements
The information set forth under Note 1, "Summary of Significant Accounting Policies," in the Notes to the Consolidated Financial Statements in this Annual
Report on Form 10-K is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
(in thousands, except percentages)
CTS CORPORATION 30
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Our cash flows and earnings are subject to fluctuations resulting from changes in foreign currency exchange rates, interest rates and commodity prices. We
manage our exposure to these market risks through internally established policies and procedures and, when deemed appropriate, through the use of derivative
financial instruments. Our policies do not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there
are no underlying exposures. We do not use financial instruments for trading purposes, and we are not a party to any leveraged derivatives. We monitor our
underlying market risk exposures on an ongoing basis and believe that we can modify or adapt our hedging strategies as needed.
Interest Rate Risk
We are exposed to risk of changes in interest rates on our Revolving Credit Facility. There was $91,253 and $67,500 outstanding under our Revolving Credit
Facility at December 31, 2024 and 2023, respectively. As of December 31, 2024, we had interest rate swaps that fix interest costs on $50,000 of our long-term
debt through December 2026 and a cross-currency interest rate swap on $12,500 of our long-term debt through June 2027. A 100-basis point change in interest
rates would not materially impact our total interest expense.
Foreign Currency Risk
We are exposed to foreign currency exchange rate risks. Our significant foreign subsidiaries are located in China, Czech Republic, Denmark, Mexico, and
Taiwan. During 2024, net sales from outside the U.S. were approximately 42% of total net sales. During 2023, net sales from outside the U.S. were
approximately 45% of total net sales.
The Company’s foreign exchange exposures result primarily from the sale of products in foreign currencies, foreign currency denominated purchases, and
employee-related and other costs of running operations in foreign countries. Changes in foreign exchange rates could affect the Company’s sales, costs, balance
sheet values and earnings; therefore, we have entered into foreign currency forward contracts with notional values of $12,181 and $38,476 as of December 31,
2024 to hedge our exposure against the Euro and Mexican Peso, respectively.
In addition, we entered into a cross-currency interest rate swap agreement on June 27, 2022 that synthetically swapped $25,000 of variable rate debt to Krone
denominated variable rate debt. Upon completion of the Ferroperm acquisition on June 30, 2022, the transaction was designated as a net investment hedge for
accounting purposes and will mature on June 30, 2027. Accordingly, any gains or losses on this derivative instrument will be included in the foreign currency
translation component of other comprehensive income until the net investment is sold, diluted or liquidated. Interest payments received for the cross currency-
swap interest rate swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense in the Condensed
Consolidated Statements of Earnings. The assumptions used in measuring fair value of the cross-currency interest rate swap are considered level 2 inputs, which
are based upon the Krone to United States Dollar exchange rate market. At December 31, 2024, we had a net unrealized loss of $51 in accumulated other
comprehensive (loss) income.
Commodity Price Risk
Many of our products require the use of raw materials that are produced in only a limited number of regions around the world or are available from only a
limited number of suppliers. Our most significant raw materials and purchased components include conductive inks and contactors, passive connectivity
components, integrated circuits and semiconductors, certain rare earth elements ("REEs"), ceramic powders, plastic components, molding compounds, printed
circuit boards and assemblies, quartz blanks and crystals, wire harness assemblies, copper, brass, silver, gold, platinum, lead, aluminum, and steel-based raw
materials and components.
Our results of operations may be materially and adversely affected if we have difficulty obtaining these raw materials, the quality of available raw materials
deteriorates, or there are significant price increases for these raw materials. For periods in which the prices of these raw materials are rising, we may be unable
to pass on the increased cost to our customers, which would result in decreased margins for the products in which they are used. For periods in which the prices
are declining, we may be required to write down our inventory carrying cost of these raw materials, since we record our inventory at the lower of cost or net
realizable value.
As the Company is exposed to significant changes in certain commodity prices, we actively monitor these exposures and may take various actions from time to
time to mitigate any negative impacts relating thereto.
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
CTS Corporation
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of CTS Corporation (an Indiana corporation) and subsidiaries (the “Company”) as of December
31, 2024 and 2023, the related consolidated statements of earnings, comprehensive earnings, shareholders’ equity, and cash flows for each of the three years in
the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s
internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2025 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to
assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We
believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on
the accounts or disclosures to which it relates.
SyQwest, LLC acquisition – valuation of acquired customer relationships
As described further in Note 3 to the consolidated financial statements, the Company acquired SyQwest, LLC (“SyQwest”) on July 29, 2024 for a total purchase
price of $128.0 million. Accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on their respective fair values,
including identified intangible assets of approximately $76.1 million, which is primarily comprised of customer relationships of $68.5 million. The Company
estimated the fair value of the customer relationships using the multi-period excess earnings method, which is an income approach that required management to
make significant estimates and assumptions related to future revenues and cash flows and the selection of the discount rate. We identified the measurement of
the acquisition-date fair value of the acquired customer relationships as a critical audit matter.
The principal considerations for our determination that the acquisition-date fair value of the acquired customer relationships is a critical audit matter were the
high degree of auditor judgment and an increased extent of effort, which included utilizing specialists, to test management’s internally developed assumptions
for which there was limited observable market information. These assumptions were: 1) the forecasted revenues, including the renewal rate for existing
customer contracts, and 2) the discount rate.
CTS CORPORATION 32
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Our audit procedures related to the critical audit matter included the following, among others.
•
We tested certain internal controls over the Company’s acquisition-date valuation process, including controls over the development of the key
assumptions such as the forecasted revenues, renewal rate, and the discount rate.
•
We evaluated the Company’s forecasted revenues for existing customer contracts by comparing the forecasted growth assumptions to industry
and historical results and performing independent sensitivities over the renewal rate with the assistance of our valuation specialists.
•
We assessed, with the assistance of specialists, the Company’s discount rate by comparing it against a discount rate range that was independently
developed using publicly available market data for comparable peers and performing a sensitivity analysis based on that data.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2005.
Chicago, Illinois
February 26, 2025
CTS CORPORATION 33
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CTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
(in thousands, except per share amounts)
Years Ended December 31,
2024
2023
2022
Net sales
$
515,771 $
550,422 $
586,869
Cost of goods sold
326,621
359,563
376,331
Gross margin
189,150
190,859
210,538
Selling, general and administrative expenses
88,285
83,816
91,520
Research and development expenses
23,388
24,918
24,100
Restructuring charges
4,697
7,074
1,912
Operating earnings
72,780
75,051
93,006
Other (expense) income:
Interest expense
(4,236 )
(3,331 )
(2,192 )
Interest income
4,282
4,625
1,326
Other (expense)
(1,603 )
(1,192 )
(11,403 )
Total other (expense) income, net
(1,557 )
102
(12,269 )
Earnings before taxes
71,223
75,153
80,737
Income tax expense
13,109
14,621
21,162
Net earnings
$
58,114 $
60,532 $
59,575
Net earnings per share:
Basic
$
1.91 $
1.93 $
1.86
Diluted
$
1.89 $
1.92 $
1.85
Basic weighted-average common shares outstanding
30,408
31,359
31,968
Effect of dilutive securities
309
220
270
Diluted weighted-average common shares outstanding
30,717
31,579
32,238
Cash dividends declared per share
$
0.16 $
0.16 $
0.16
The accompanying notes are an integral part of the consolidated financial statements.
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CTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Earnings
(in thousands)
Years Ended December 31,
2024
2023
2022
Net earnings
$
58,114 $
60,532 $
59,575
Other comprehensive (loss) earnings:
Changes in fair market value of derivatives, net of tax
(3,836 )
(505 )
3,499
Changes in unrealized pension cost, net of tax
575
120
1,203
Cumulative translation adjustment, net of tax
(5,269 )
5,320
(848 )
Other comprehensive (loss) earnings
$
(8,530 ) $
4,935 $
3,854
Comprehensive earnings
$
49,584 $
65,467 $
63,429
The accompanying notes are an integral part of the consolidated financial statements.
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CTS CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
December 31,
2024
2023
ASSETS
Current Assets
Cash and cash equivalents
$
94,334 $
163,876
Accounts receivable, net
77,649
78,569
Inventories, net
53,578
60,031
Other current assets
18,716
16,873
Total current assets
244,277
319,349
Property, plant and equipment, net
94,357
92,592
Operating lease assets, net
22,939
26,425
Other assets
Goodwill
199,886
157,638
Other intangible assets, net
163,882
103,957
Deferred income taxes
27,591
25,183
Other assets
13,180
16,023
Total other assets
404,539
302,801
Total Assets
$
766,112 $
741,167
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable
$
42,629 $
43,499
Operating lease obligations
4,719
4,394
Accrued payroll and benefits
15,754
14,585
Accrued expenses and other liabilities
34,451
34,561
Total current liabilities
97,553
97,039
Long-term debt
91,253
67,500
Long-term operating lease obligations
21,120
24,965
Long-term pension obligations
3,931
4,655
Deferred income taxes
12,743
14,729
Other long-term obligations
8,662
5,457
Total Liabilities
235,262
214,345
Commitments and Contingencies (Note 11)
Shareholders' Equity
Common stock
321,979
319,269
Additional contributed capital
44,662
45,097
Retained earnings
655,493
602,232
Accumulated other comprehensive (loss) income
(4,266 )
4,264
Total shareholders' equity before treasury stock
1,017,868
970,862
Treasury stock
(487,018 )
(444,040 )
Total shareholders' equity
530,850
526,822
Total Liabilities and Shareholders' Equity
$
766,112 $
741,167
The accompanying notes are an integral part of the consolidated financial statements.
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CTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings
$
58,114 $
60,532 $
59,575
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
30,922
28,710
29,753
Non-cash inventory charges
2,087
—
4,048
Pensions and other post-retirement plan expense (income)
302
135
(1,792 )
Stock-based compensation
5,650
5,181
7,726
Restructuring non-cash charges
—
1,484
—
Deferred income taxes
(2,792 )
(4,046 )
492
Change in fair value of contingent consideration liability
(1,765 )
200
—
(Gain) loss on foreign currency hedges, net of cash
(575 )
154
(214 )
Changes in assets and liabilities, net of acquisitions:
Accounts receivable
27
12,590
(5,913 )
Inventories
11,893
2,353
(8,211 )
Operating lease assets
4,150
(3,723 )
1,266
Other assets
900
767
5,625
Accounts payable
(1,771 )
(9,751 )
(2,293 )
Accrued payroll and benefits
1,813
(6,518 )
450
Operating lease liabilities
(4,184 )
3,668
(1,431 )
Accrued expenses and other liabilities
(5,255 )
(2,815 )
(1,381 )
Pension and other post-retirement plans
(227 )
(110 )
33,497
Net cash provided by operating activities
99,289
88,811
121,197
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(18,644 )
(14,738 )
(14,333 )
Payments for acquisitions, net of cash acquired
(121,912 )
(3,359 )
(96,855 )
Net cash used in investing activities
(140,556 )
(18,097 )
(111,188 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt
(891,847 )
(774,529 )
(722,942 )
Proceeds from borrowings of long-term debt
915,600
758,359
756,580
Purchase of treasury stock
(42,596 )
(40,926 )
(21,447 )
Dividends paid
(4,885 )
(5,040 )
(5,131 )
Taxes paid on behalf of equity award participants
(3,131 )
(3,263 )
(1,524 )
Contingent consideration payments
(1,076 )
—
(1,200 )
Net cash (used in) provided by financing activities
(27,935 )
(65,399 )
4,336
Effect of exchange rate on cash and cash equivalents
(340 )
1,651
1,100
Net (decrease) increase in cash and cash equivalents
(69,542 )
6,966
15,445
Cash and cash equivalents at beginning of year
163,876
156,910
141,465
Cash and cash equivalents at end of year
$
94,334 $
163,876 $
156,910
Supplemental cash flow information:
Cash paid for interest
$
4,230 $
3,126 $
2,016
Cash paid for income taxes, net
$
16,599 $
20,235 $
20,080
Non-cash financing and investing activities:
Capital expenditures incurred not paid
$
2,332 $
2,083 $
2,480
Excise taxes on purchase of treasury stock incurred not paid
$
382 $
359 $
—
The accompanying notes are an integral part of the consolidated financial statements.
CTS CORPORATION 37
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CTS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Shareholders' Equity
(in thousands, except share and per share amounts)
Common
Stock
Additional
Contributed
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Balances at January 1, 2022
$
314,620 $
42,549 $
492,242 $
(4,525 ) $
(381,308 ) $
463,578
Net earnings
—
—
59,575
—
—
59,575
Changes in fair market value of derivatives, net of tax
—
—
—
3,499
—
3,499
Changes in unrealized pension cost, net of tax
—
—
—
1,203
—
1,203
Cumulative translation adjustment, net of tax
—
—
—
(848 )
—
(848 )
Cash dividends of $0.16 per share
—
—
(5,114 )
—
—
(5,114 )
Acquired 583,526 shares of treasury stock
—
—
—
—
(21,447 )
(21,447 )
Issued shares on vesting of restricted stock units
2,183
(3,708 )
—
—
—
(1,525 )
Stock compensation
—
7,303
—
—
—
7,303
Balances at December 31, 2022
$
316,803 $
46,144 $
546,703 $
(671 ) $
(402,755 ) $
506,224
Net earnings
—
—
60,532
—
—
60,532
Changes in fair market value of derivatives, net of tax
—
—
—
(505 )
—
(505 )
Changes in unrealized pension cost, net of tax
—
—
—
120
—
120
Cumulative translation adjustment, net of tax
—
—
—
5,320
—
5,320
Cash dividends of $0.16 per share
—
—
(5,003 )
—
—
(5,003 )
Acquired 970,109 shares for treasury stock
—
—
—
—
(41,285 )
(41,285 )
Issued shares on vesting of restricted stock units
2,466
(5,729 )
—
—
—
(3,263 )
Stock compensation
—
4,682
—
—
—
4,682
Balances at December 31, 2023
$
319,269 $
45,097 $
602,232 $
4,264 $
(444,040 ) $
526,822
Net earnings
—
—
58,114
—
—
58,114
Changes in fair market value of derivatives, net of tax
—
—
—
(3,836 )
—
(3,836 )
Changes in unrealized pension cost, net of tax
—
—
—
575
—
575
Cumulative translation adjustment, net of tax
—
—
—
(5,269 )
—
(5,269 )
Cash dividends of $0.16 per share
—
—
(4,853 )
—
—
(4,853 )
Acquired 897,939 shares for treasury stock
—
—
—
—
(42,978 )
(42,978 )
Issued shares on vesting of restricted stock units
2,710
(5,896 )
—
—
—
(3,186 )
Stock compensation
—
5,461
—
—
—
5,461
Balances at December 31, 2024
$
321,979 $
44,662 $
655,493 $
(4,266 ) $
(487,018 ) $
530,850
The accompanying notes are an integral part of the consolidated financial statements.
CTS CORPORATION 38
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except for share and per share data)
NOTE 1 — Summary of Significant Accounting Policies
Description of Business: CTS Corporation ("CTS", "we", "our", "us" or the "Company") is a global manufacturer of sensors, connectivity components, and
actuators operating as a single reportable business segment. We operate manufacturing facilities located throughout North America, Asia and Europe and service
major markets globally.
Principles of Consolidation: The consolidated financial statements include the accounts of CTS and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Use of Estimates: The preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America
("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ materially from those estimates.
Cash and Cash Equivalents: All highly liquid investments with maturities of three months or less at the date of purchase are considered to be cash equivalents.
Accounts Receivable and Allowance for Credit Losses: Accounts receivable consists primarily of amounts due from normal business activities. We maintain
an allowance for credit losses for estimated uncollectible accounts receivable. Our reserves for estimated credit losses are based upon historical experience,
specific customer collection issues, current conditions and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the
contractual terms of our receivables and other financial assets. Accounts are written off against the allowance account when they are determined to no longer be
collectible.
Concentration of Credit Risk: Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and trade
receivables. Our cash and cash equivalents, at times, may exceed federally insured limits. Cash and cash equivalents are deposited primarily in banking
institutions with global operations. We have not experienced any losses in such accounts. We believe we are not exposed to any significant credit risk related to
cash and cash equivalents.
Trade receivables subject us to the potential for credit risk with major customers. We sell our products to customers principally in the aerospace and defense,
industrial, medical, and transportation markets, primarily in North America, Europe, and Asia. We perform ongoing credit evaluations of our customers to
minimize credit risk. We do not require collateral. The allowance for credit losses is based on management's estimates of the collectability of our accounts
receivable after analyzing historical credit losses, customer concentrations, customer creditworthiness, current economic trends, specific customer collection
issues, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual terms of our receivables.
Uncollectible trade receivables are charged against the allowance for credit losses when all reasonable efforts to collect the amounts due have been exhausted.
Our net sales to significant customers as a percentage of total net sales were as follows:
Years Ended December 31,
2024
2023
2022
Toyota Motor Corporation
12.2%
12.5%
11.5%
Cummins, Inc.
11.7%
15.0%
15.3%
No other customer accounted for 10% or more of total net sales during these periods.
Inventories: We value our inventories at the lower of the actual cost to purchase or manufacture using the first-in, first-out ("FIFO") method, or net realizable
value. We review inventory quantities on hand and record a provision for excess and obsolete inventory based on historical consumption trends as well as
forecasts of product demand including related production requirements. Once reserves are established, write-downs of inventory are considered permanent
adjustments to the cost basis of inventory. Our reserves contain uncertainties because the calculation requires management to make assumptions and to apply
judgment regarding historical experience, market conditions, and product life cycles. Changes in actual demand or market conditions could adversely impact our
reserve calculations.
CTS CORPORATION 39
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Property, Plant and Equipment: Property, plant and equipment is stated at cost, less accumulated depreciation. Depreciation is computed primarily over the
estimated useful lives of the various classes of assets using the straight-line method. Useful lives for buildings and improvements range from 10 to 45 years,
machinery and equipment from three to 15 years, and software from two to 15 years. Depreciation on leasehold improvements is computed over the lesser of the
lease term or estimated useful lives of the assets. Amounts expended for maintenance and repairs are charged to expense as incurred. Major overhauls that
extend the useful lives of existing assets are capitalized. Upon disposition, any related gains or losses are included in operating earnings.
Income Taxes: We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and
liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in
which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that
includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more-likely-than-not to be realized. In making such a determination, we
consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-
planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net
recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with Accounting Standards Codification ("ASC") Topic 740 on the basis of a two-step process in which (1) we
determine whether it is more-likely-than-not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax
positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be
realized upon ultimate settlement with the related tax authority.
We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of
Earnings. Accrued interest and penalties are included in the related tax liability line in the Consolidated Balance Sheets.
See Note 19, "Income Taxes," for further information.
Goodwill and Indefinite-lived Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the net assets acquired in a
business combination. In accordance with ASC 350, Intangibles—Goodwill and Other, goodwill is not amortized, but instead is tested for impairment annually
or more frequently if circumstances indicate a possible impairment may exist. Absent any interim indicators of impairment, the Company tests for goodwill
impairment as of the first day of its fourth fiscal quarter of each year.
Based upon our latest assessment, we determined that our goodwill was not impaired as of October 1, 2024.
Other Intangible Assets and Long-lived Assets: We account for long-lived assets (excluding indefinite-lived intangible assets) in accordance with the
provisions of ASC 360, Property, Plant, and Equipment. This statement requires that long-lived assets, which includes fixed assets and finite-lived intangible
assets, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an
impairment test is warranted, recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the sum of the
undiscounted cash flows expected to result from the use and the eventual disposition of the asset. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount in which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.
Intangible assets (excluding indefinite-lived intangible assets) consist primarily of technology, customer lists and relationships, patents, and trade names. These
assets are recorded at cost and usually amortized on a straight-line basis over their estimated lives. We assess useful lives based on the period over which the
asset is expected to contribute to cash flows.
Revenue Recognition: Product revenue is recognized upon the transfer of promised goods to a customer in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods net of reserves. We follow the five step model to determine when this transfer has occurred: 1)
identify the contract(s) with the customer; 2) identify the performance obligations in the contract; 3) determine the transaction price; 4) allocate the transaction
price to the performance obligations in the contract; and 5) recognize revenue when (or as) the entity satisfies a performance obligation. Our revenue reserves
contain uncertainties because they require management to make assumptions and to apply judgment to estimate the value of future credits to customers for
product returns, price adjustments, and stock rotation adjustments. We base these estimates on the most likely value method considering all reasonably available
information, including our historical experience and current expectations, and are reflected in the transaction price when sales are recorded.
CTS CORPORATION 40
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Research and Development: Research and development ("R&D") costs include expenditures for search and investigation aimed at discovery of new
knowledge to be used to develop new products or processes or to significantly enhance existing products or production processes. R&D costs also include the
implementation of new knowledge through design, testing of product alternatives, or construction of prototypes. We expense all R&D costs as incurred, net of
customer reimbursements for sales of prototypes and non-recurring engineering charges.
We create prototypes and tools related to R&D projects. A prototype is defined as a constructed product not intended for production resulting in a commercial
sale. We also incur engineering costs related to R&D activities. Such costs are incurred to support activities to improve the reliability, performance and cost-
effectiveness of our existing products and to design and develop innovative products that meet customer requirements for new applications. Furthermore, we
may engage in activities that develop tooling machinery and equipment for our customers.
We occasionally enter into agreements with our customers whereby we receive a contractual guarantee based on achieving milestones to be reimbursed for the
costs we incur in the product development process or to construct molds, dies, and other tools that are used to make many of the products we sell. The costs we
incur are included in other current assets on the Consolidated Balance Sheets until reimbursement is received from the customer. Reimbursements received from
customers are netted against such costs and included in our Consolidated Statements of Earnings if the amount received is in excess of the costs that we incur.
The following is a summary of amounts to be received from customers as of December 31, 2024 and 2023:
As of December 31,
2024
2023
Cost of molds, dies and other tools included in other current assets
$
3,178 $
3,505
Financial Instruments: We use forward contracts to mitigate currency risk related to forecasted foreign currency revenue and costs. These forward contracts
are designed as cash flow hedges. At least quarterly, we assess the effectiveness of these hedging relationships based on the total change in their fair value using
regression analysis. In addition, we use interest rate swaps to convert a portion of our revolving credit facility's variable rate of interest into a fixed rate. As a
result of the use of these derivative instruments, the Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual
obligations. To mitigate the counterparty credit risk, the Company has a policy of only entering into contracts with carefully selected major financial institutions
based upon their credit ratings and other factors and by using netting agreements. Our established policies and procedures for mitigating credit risk on principal
transactions include reviewing and establishing limits for credit exposure and continually assessing the creditworthiness of counterparties.
We estimate the fair value of our cash, cash equivalents, accounts receivable and accounts payable at cost due to the short-term nature of these instruments.
Please refer to Note 13, "Debt," and Note 14, "Accumulated Other Comprehensive (Loss) Income," for information on the method of determining fair value for
our debt and financial derivatives, respectively.
Stock-Based Compensation: We recognize expense related to the fair value of stock-based compensation awards, consisting of restricted stock units ("RSUs"),
cash-settled restricted stock units, and performance share units ("PSUs") in the Consolidated Statements of Earnings.
The grant date fair values of our service-based and performance-based RSUs are the closing price of our common stock on the date of grant. The grant date fair
value of our market-based RSUs is determined by using a simulation, or Monte Carlo, approach. Under this approach, stock returns from a comparative group of
companies are simulated over the performance period, considering both stock price volatility and the correlation of returns. The simulated results are then used
to estimate the future payout based on the performance and payout relationship established by the conditions of the award. The future payout is discounted to the
measurement date using the risk-free interest rate.
Our RSU awards primarily have a graded vesting schedule. We recognize expense on a straight-line basis over the requisite service period for each separately
vesting tranche of the award as if the award was, in substance, multiple awards. Compensation expense for PSUs is measured by determining the fair value of
the award using the closing share price on the grant date and is recognized ratably from the grant date to the vesting date for the number of awards expected to
vest. The amount of compensation expense recognized for PSUs is dependent upon a quarterly assessment of the likelihood of achieving the performance
conditions and is subject to adjustment based on management's assessment of the Company's performance relative to the target number of shares performance
criteria. Forfeitures are recorded as they occur.
See Note 17, "Stock-Based Compensation," for further information.
CTS CORPORATION 41
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Earnings (Loss) Per Share: Basic earnings (loss) per share excludes any dilution and is computed by dividing net earnings (loss) available to common
shareholders by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share is calculated by dividing net earnings by the weighted average shares outstanding assuming dilution. Dilutive common shares
outstanding is computed using the Treasury Stock Method and reflects the additional shares that would be outstanding if dilutive stock options were exercised,
and restricted stock units were settled for common shares during the period. In addition, dilutive shares include any shares issuable related to performance share
units for which the performance conditions would have been met as of the end of the period and therefore would be considered contingently issuable. If the
common stock equivalents have an anti-dilutive effect, they are excluded from the computation of diluted earnings per share. If there is a net loss for the period,
then basic earnings (loss) per share equals diluted earnings (loss) per share.
Our antidilutive securities consist of the following:
Years Ended December 31,
(units)
2024
2023
2022
Antidilutive securities
19,844
18,486
21,687
Foreign Currencies: The financial statements of the majority of our non-U.S. subsidiaries are remeasured into U.S. dollars using the U.S. dollar as the
functional currency with all remeasurement adjustments included in the determination of net earnings (loss).
Foreign currency losses recorded in the Consolidated Statements of Earnings includes the following:
Years Ended December 31,
2024
2023
2022
Foreign currency losses
$
(1,689 ) $
(1,982 ) $
(4,875 )
The assets and liabilities of our non-U.S. dollar functional subsidiaries are translated into U.S. dollars at the current exchange rate at period end, with the
resulting translation adjustments made directly to the "accumulated other comprehensive (loss) income" component of shareholders' equity. Our Consolidated
Statements of Earnings accounts are translated at the average rates during the period.
Shipping and Handling: All fees billed to the customer for shipping and handling are classified as a component of net sales. All costs associated with shipping
and handling are classified as a component of cost of goods sold or operating expenses, depending on the nature of the underlying purchase.
Sales Taxes: When applicable, we classify sales taxes on a net basis in our consolidated financial statements.
Accounting Pronouncements Recently Adopted
ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure"
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments' significant
expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure
requirements in ASU 2023-07, as well as existing segment disclosures and reconciliation required under ASC 280 on an interim and annual basis. ASU 2023-07
is effective for fiscal years beginning after December 15, 2023, and for the interim periods beginning after December 15, 2024, with early adoption permitted.
We adopted the guidance in our 2024 annual reporting. See Note 20, "Segment Information," for further information.
Recently issued accounting pronouncements not yet adopted
ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures"
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an
annual basis, to provide disclosure of specific categories in the reconciliation of the effective tax rate, as well as disclosure of income taxes paid, disaggregated
by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently
evaluating the impact of adopting ASU 2023-09. We will adopt the guidance when it becomes effective on a prospective basis.
ASU No. 2024-03, "Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses"
CTS CORPORATION 42
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In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires
additional information about certain expenses in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15,
2026, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. We will adopt the guidance when it becomes
effective on a prospective basis.
NOTE 2 – Revenue Recognition
CTS designs and manufactures sensors, actuators, and electronic components for original equipment manufacturers and the U.S. Government. For each contract
with a customer, we determine the transaction price based on the consideration expected to be received by the Company in exchange for performing its
obligations under the applicable contract. We allocate the transaction price to each distinct performance obligation to deliver a good or service, or a collection of
goods and/or services, based on the relative standalone selling prices. We usually expect payment from our customers within 30 to 90 days from the shipping
date or invoicing date, depending on our terms with the customer. None of our contracts as of December 31, 2024 or 2023 contained a significant financing
component. Differences between the amount of revenue recognized and the amount invoiced, collected from, or paid to our customers are recognized as contract
assets or liabilities. Contract assets will be reviewed for impairment when events or circumstances indicate that they may not be recoverable.
To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction
price utilizing the most likely value method based on an analysis of historical experience and current facts and circumstances, which may require significant
judgment. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue
under the contract will not occur.
The majority of our revenue is derived from contracts for sales of commercial products, which generally contain a single performance obligation. We generally
recognize revenue at a point in time on the delivery date based on the shipping terms stipulated in the contract.
We also design, manufacture, and test products for certain customers under contracts that allow the customers to unilaterally terminate the contract for
convenience, take control of any work in process, and pay us for costs incurred plus a reasonable profit. Revenue from these contracts is generally recognized
over time as the work progresses, either as products are produced or services are rendered, because we generally do not have an alternative use for the completed
assets produced and we have an enforceable right to payment for performance completed to date. These contracts may contain a single or multiple performance
obligations. The accounting for these contracts involves applying significant judgment with respect to estimating total revenues, costs and profit for each
performance obligation. We generally estimate revenue for these contracts using the costs incurred by the Company as we have determined it is most
representative of the Company's cumulative efforts relative to the total expected efforts to satisfy the performance obligations.
See Note 11, "Contingencies" for information about our product warranties.
Contract Assets and Liabilities
Contract assets and liabilities included in our Condensed Consolidated Balance Sheets are as follows:
As of
December 31,
December 31,
2024
2023
Contract Assets
Unbilled customer receivables included in Other current assets
$
4,941 $
—
Total Contract Assets
$
4,941 $
—
There were no contract liabilities as of December 31, 2024 and 2023.
During the year ended December 31, 2024, our acquisition of SyQwest, LLC. (“SyQwest”) increased our contract assets by $4,941 as compared to December
31, 2023. Further information regarding this acquisition, including the assets acquired and liabilities assumed is included in Note 3, “Business Acquisitions.”
CTS CORPORATION 43
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Disaggregated Revenue
The following table presents revenues disaggregated by the major end markets we serve:
Years Ended
December 31,
2024
2023
2022
Transportation
$
250,374 $
301,451 $
303,696
Industrial
125,396
129,440
170,867
Medical
69,967
68,252
64,278
Aerospace & Defense
70,034
51,279
48,028
Total
$
515,771 $
550,422 $
586,869
The end market sales for 2022 were adjusted by immaterial amounts to align the classification of certain customers in connection with our acquisitions during
that year with our enterprise-level end market information.
NOTE 3 - Business Acquisitions
TEWA Temperature Sensors SP. Zo.o. Acquisition
On February 28, 2022, we acquired 100% of the outstanding shares of TEWA Temperature Sensors SP. Zo.o. (“TEWA”). TEWA is a designer and
manufacturer of high-quality temperature sensors. TEWA has complementary capabilities with our existing temperature sensing platform, and the acquisition
supports our end market diversification strategy and expands our presence in Europe.
The final purchase price of $23,721, net of cash acquired of $2,979, has been allocated to the fair values of assets and liabilities acquired as of February 28,
2022. The purchase price was reduced by $794 for the final settlement of net working capital during the first quarter of 2023. The purchase accounting was
completed in the first quarter of 2023.
The following table summarizes the consideration paid, the fair values of the assets acquired, and the liabilities assumed as of the date of acquisition:
Fair Values at
February 28, 2022
Accounts Receivable
$
2,521
Inventory
3,136
Other current assets
69
Property, plant and equipment
654
Other assets
27
Goodwill
8,473
Intangible assets
13,650
Fair value of assets acquired
28,530
Less fair value of liabilities acquired
(4,809 )
Purchase price
$
23,721
Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including
the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be
deductible for tax purposes.
The Company recorded a $1,180 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized
as a non-cash charge to cost of goods sold as the acquired inventory was sold with all of it recognized in the twelve months ended December 31, 2022.
The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
CTS CORPORATION 44
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Carrying Value
Weighted
Average
Amortization
Period
Customer lists/relationships
$
13,000
12.0
Trademarks, tradenames, and other intangibles
650
3.0
Total
$
13,650
Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.
Ferroperm Piezoceramics A/S Acquisition
On June 30, 2022, we acquired 100% of the outstanding shares of Ferroperm Piezoceramics A/S (“Ferroperm”). Ferroperm specializes in the design and
manufacture of high performance piezoceramic components for use in complex and demanding medical, industrial, and aerospace applications. Ferroperm has
complementary capabilities with our existing medical diagnostics and imaging product lines. The acquisition supports our end market diversification strategy
and expands our presence in European end markets.
The final purchase price of $72,340, net of cash acquired of $5,578, was allocated to the fair values of assets and liabilities acquired as of June 30, 2022. The
valuation of intangible assets and associated deferred tax liability was finalized in the first quarter of 2023.
The following table summarizes the final consideration paid, the fair values of the assets acquired, and the liabilities assumed as of the date of acquisition:
Fair Values at
June 30, 2022
Accounts Receivable
$
3,073
Inventory
6,848
Other current assets
1,003
Property, plant and equipment
3,953
Other assets
158
Goodwill
31,985
Intangible assets
38,100
Fair value of assets acquired
85,120
Less fair value of liabilities acquired
(12,780 )
Purchase price
$
72,340
Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including
the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be
deductible for tax purposes.
The Company recorded a $3,012 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized
as a non-cash charge to cost of goods sold as the acquired inventory was sold with all of it recognized in the twelve months ended December 31, 2022.
The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
Carrying
Value
Weighted
Average
Amortization
Period
Customer lists/relationships
$
31,800
16.0
Technology and other intangibles
6,300
14.0
Total
$
38,100
Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.
Maglab AG Acquisition
On February 6, 2023, we acquired 100% of the outstanding shares of maglab AG ("Maglab"). Maglab has deep expertise in magnetic system design and current
measurement solutions for use in e-mobility, industrial automation, and renewable energy applications.
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Maglab's domain expertise coupled with CTS’ commercial, technical and operational capabilities position us to advance our status as a recognized innovator in
current sensing.
The final purchase price of $7,717 was allocated to the fair values of assets and liabilities acquired as of February 6, 2023. The purchase price was increased by
$3 for the final settlement of net working capital during the second quarter of 2023. The following table summarizes the final consideration paid, the fair values
of the assets acquired and the liabilities assumed as of the date of acquisition:
Consideration Paid
Cash paid, net of cash acquired of $14
$
4,153
Contingent consideration
3,564
Purchase price
$
7,717
Fair Values at
February 6, 2023
Accounts receivable
$
348
Inventory
43
Other current assets
41
Property, plant and equipment
35
Goodwill
4,997
Intangible assets
2,860
Fair value of assets acquired
8,324
Less fair value of liabilities acquired
(607 )
Purchase price
$
7,717
Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including
the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be
deductible for tax purposes.
The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
Carrying
Value
Weighted
Average
Amortization
Period
Customer lists/relationships
$
2,800
13.0
Technology and other intangibles
60
3.0
Total
$
2,860
All contingent consideration is payable in cash and is based on success factors related to the integration process as well as upon the achievement of annual
revenue and customer order targets through the fiscal year ending December 31, 2025. The Company recorded $3,564 as the acquisition date fair value of the
contingent consideration based on the estimate of the probability of achieving the performance targets. This amount was also reflected as an addition to the
purchase price. The contingent consideration had a maximum payout of $6,300. See Note 18, "Fair Value Measurements," for more information on contingent
consideration.
Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.
SyQwest, LLC Acquisition
On July 29, 2024, we acquired 100% of the outstanding membership interests of SyQwest, LLC, a leading designer and manufacturer of a broad set of sonar and
acoustic sensing solutions primarily for naval applications. The SyQwest acquisition is expected to strengthen our strategy and scale in the defense end market.
The purchase price of $128,017, which includes changes in working capital, was allocated to the fair values of assets and liabilities acquired as of July 29, 2024.
The following tables summarize the purchase price, the fair values of the assets acquired and the liabilities assumed as of the date of the acquisition of SyQwest:
CTS CORPORATION 46
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Consideration Paid
Cash paid, net of cash acquired of $1,410
$
121,912
Contingent consideration
6,105
Purchase price
$
128,017
Fair Values at
July 29, 2024
Accounts receivable
$
770
Inventory
8,625
Other current assets
1,475
Property, plant and equipment
985
Other assets
684
Goodwill
45,182
Intangible assets
76,100
Fair value of assets acquired
133,821
Less fair value of liabilities acquired
(5,804)
Purchase price
$
128,017
Goodwill represents the value the Company expects to be created by combining the operations of the acquired business with the Company’s operations,
including the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is
expected to be deductible for tax purposes.
The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
Carrying
Value
Weighted
Average
Amortization
Period
Customer lists/relationships
$
68,500
15.0
Technology and other intangibles
7,600
10.9
Total
$
76,100
The Company recorded a $2,087 step-up of inventory to its fair value as of the acquisition date. The step-up was amortized as a non-cash charge to cost of goods
sold as the acquired inventory was sold with the entire amount recognized in the year ended December 31, 2024.
All contingent consideration is payable in cash and is based on the achievement of certain project and earnings metrics through the fiscal year ending December
31, 2026. The Company recorded $6,105 as the acquisition date fair value of the contingent consideration based on the estimate of the probability of achieving
the performance targets. This amount is also reflected as an addition to the purchase price and is recorded within other long-term obligations within the
Condensed Consolidated Balance Sheets. The contingent consideration has a maximum payout of $15,000.
Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.
NOTE 4 — Accounts Receivable, net
The components of accounts receivable, net are as follows:
As of December 31,
2024
2023
Accounts receivable, gross
$
78,379 $
79,500
Less: Allowance for credit losses
(730 )
(931 )
Accounts receivable, net
$
77,649 $
78,569
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NOTE 5 — Inventories, net
Inventories, net consist of the following:
As of December 31,
2024
2023
Finished goods
$
12,126 $
20,279
Work-in-process
22,680
19,213
Raw materials
32,735
33,187
Less: Inventory reserves
(13,963 )
(12,648 )
Inventories, net
$
53,578 $
60,031
NOTE 6 — Property, Plant and Equipment, net
Property, plant and equipment, net is comprised of the following:
As of December 31,
2024
2023
Land and land improvements
$
399 $
536
Buildings and improvements
73,011
74,188
Machinery and equipment
265,950
261,435
Less: Accumulated depreciation
(245,003 )
(243,567 )
Property, plant and equipment, net
$
94,357 $
92,592
Depreciation expense recorded in the Consolidated Statements of Earnings includes the following:
For the Years Ended
2024
2023
2022
Depreciation expense
$
17,574 $
17,686 $
18,126
NOTE 7 — Retirement Plans
As of December 31, 2024, we have two active noncontributory defined benefit pension plans ("Pension Plans") covering less than 1% of our active employees.
These Pension Plans consist of a U.S. supplemental retirement plan ("SERP") and a Taiwan pension plan. The SERP is comprised entirely of participants who
are former employees of the Company.
We also provide post-retirement life insurance benefits for certain retired employees. Domestic employees who were hired prior to 1982 and certain former
union employees are eligible for life insurance benefits upon retirement. We fund life insurance benefits through term life insurance policies and intend to
continue funding all of the premiums on a pay-as-you-go basis.
We recognize the funded status of a benefit plan in our consolidated balance sheets. The funded status is measured as the difference between plan assets at fair
value and the projected benefit obligation. We also recognize, as a component of other comprehensive earnings, net of tax, the gains or losses and prior service
costs or credits that arise during the period but are not recognized as components of net periodic benefit/cost.
The measurement dates for the Pension Plans for our U.S. and non-U.S. locations and the post-retirement life insurance plan were December 31, 2024 and 2023.
In February 2020, our Board of Directors authorized management to explore termination of the U.S.-based pension plan ("Plan"), subject to certain conditions.
On June 1, 2020, we entered into the fifth amendment to the Plan whereby we set an effective termination date for the Plan of July 31, 2020. In February 2021,
we received a determination letter from the Internal Revenue Service that allowed us to proceed with the termination process for the Plan. During the second
quarter of 2021, the Company offered the option of receiving a lump sum payment to eligible participants with vested qualified Plan benefits in lieu of receiving
monthly annuity payments. Approximately 365 participants elected to receive the settlement, and lump sum payments of approximately $35,594 were made
from Plan assets to these participants in June 2021.
As required under U.S. GAAP, the Company recognizes a settlement gain or loss when the aggregate amount of lump-sum distributions to participants equals or
exceeds the sum of the service and interest cost components of the net periodic pension cost. The amount of settlement gain or loss recognized is the pro rata
amount of the existing unrealized gain or loss immediately prior to the settlement. In
CTS CORPORATION 48
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general, both the projected benefit obligation and fair value of plan assets are required to be remeasured in order to determine the settlement gain or loss.
Upon the partial settlement of the pension liability due to the lump sum offering in the second quarter of 2021, the Company recognized a non-cash and non-
operating settlement charge of $20,063 related to pension losses, reclassified from accumulated other comprehensive loss to other (income) expense in the
Company's Condensed Consolidated Statements of Earnings.
On July 29, 2021, the Plan purchased a group annuity contract that transferred our benefit obligations for approximately 2,700 CTS participants and
beneficiaries in the United States (“Transferred Participants”). As part of the purchase of the group annuity contract, Plan benefit obligations and related annuity
administration services for Transferred Participants were irrevocably assumed and guaranteed by the insurance company effective as of August 3, 2021. There
will be no change to pension benefits for Transferred Participants. The purchase of the group annuity contract was fully funded directly by Plan assets.
As a result of the final settlement of the pension liability with the purchase of annuities, we reclassified the remaining related unrecognized pension losses of
$106,206 that were previously recorded in accumulated other comprehensive income (loss) to the Consolidated Statements of Earnings in the third quarter of
2021.
In January 2022, we transferred approximately $17,500 of funds from Plan assets to a qualified replacement plan ("QRP") managed by the Company. The QRP
requires that these assets be used to fund future annual Company contributions to our U.S. 401(k) program. The remaining Plan assets were transferred to the
Company in the third quarter of 2022 as part of the final termination process. As a result, approximately $34,016 was transferred to the Company, which
resulted in $6,803 of excise tax being recorded in Other Expense in the Company's Condensed Consolidated Statements of Earnings. As a result of the
termination of the Plan and final reversion activities in 2022, no assets remained in the Plan as of December 31, 2022.
The following table provides a reconciliation of the benefit obligation, plan assets, and the funded status of the pension plans for U.S. and non-U.S. locations at
the measurement dates.
U.S.
Pension Plan
Non-U.S.
Pension Plan
2024
2023
2024
2023
Accumulated benefit obligation
$
729 $
788 $
1,029 $
1,083
Change in projected benefit obligation:
Projected benefit obligation at January 1
$
788 $
814 $
1,422 $
2,146
Service cost
—
—
13
22
Interest cost
36
38
21
37
Benefits paid
(103)
(103)
(90)
(387)
Actuarial (gain) loss
8
39
50
(394)
Foreign exchange impact
—
—
(91)
(2)
Projected benefit obligation at December 31
$
729 $
788 $
1,325 $
1,422
Change in plan assets:
Assets at fair value at January 1
$
— $
— $
1,199 $
1,376
Actual return on assets
—
—
117
28
Company contributions
103
103
161
184
Benefits paid
(103)
(103)
(90)
(387)
Foreign exchange impact
—
—
(77)
(2)
Assets at fair value at December 31
$
— $
— $
1,310 $
1,199
Funded status (plan assets less projected benefit obligations)
$
(729) $
(788) $
(15) $
(223)
CTS CORPORATION 49
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The following table provides a reconciliation of the benefit obligation, plan assets, and the funded status of the post-retirement life insurance plan at those
measurement dates.
Post-Retirement
Life Insurance Plan
2024
2023
Accumulated benefit obligation
$
3,683
$
4,145
Change in projected benefit obligation:
Projected benefit obligation at January 1
$
4,145
$
4,018
Service cost
1
1
Interest cost
190
192
Benefits paid
(138 )
(146 )
Actuarial (gain) loss
(515 )
80
Projected benefit obligation at December 31
$
3,683
$
4,145
Change in plan assets:
Assets at fair value at January 1
$
—
$
—
Company contributions
138
146
Benefits paid
(138 )
(146 )
Other
—
—
Assets at fair value at December 31
$
—
$
—
Funded status (plan assets less projected benefit obligations)
$
(3,683 )
$
(4,145 )
The components of the accrued cost of the domestic and foreign pension plans are classified in the following lines in the Consolidated Balance Sheets at
December 31:
U.S. Pension Plan
Non-U.S. Pension Plan
2024
2023
2024
2023
Accrued expenses and other liabilities
(98 )
(99 )
—
—
Long-term pension obligations
(631 )
(689 )
(14 )
(222 )
Net accrued cost
$
(729 ) $
(788 ) $
(14 ) $
(222 )
The components of the accrued cost of the post-retirement life insurance plan are classified in the following lines in the Consolidated Balance Sheets at
December 31:
Post-Retirement
Life Insurance Plan
2024
2023
Accrued expenses and other liabilities
$
(457 ) $
(478 )
Long-term pension obligations
(3,226 )
(3,667 )
Total accrued cost
$
(3,683 ) $
(4,145 )
We have also recorded the following amounts to accumulated other comprehensive (loss) income for the U.S. and non-U.S. pension plans, net of tax:
U.S.
Pension Plan
Non-U.S.
Pension Plan
Unrecognized
Loss
Unrecognized
Loss
Balance at January 1, 2023
$
204 $
1,608
Amortization of retirement benefits, net of tax
—
(134 )
Net actuarial gain (loss)
13
(396 )
Foreign exchange impact
—
77
Balance at January 1, 2024
$
217 $
1,155
Amortization of retirement benefits, net of tax
(19 )
(99 )
Net actuarial (loss)
(31 )
(38 )
Foreign exchange impact
—
(75 )
Balance at December 31, 2024
$
167 $
943
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We have recorded the following amounts to accumulated other comprehensive (loss) income for the post-retirement life insurance plan, net of tax:
Unrecognized
Gain
Balance at January 1, 2023
$
(1,009 )
Amortization of retirement benefits, net of tax
259
Net actuarial loss
61
Balance at January 1, 2024
$
(689 )
Amortization of retirement benefits, net of tax
48
Net actuarial gain
(361 )
Balance at December 31, 2024
$
(1,002 )
The accumulated actuarial gains and losses included in other comprehensive earnings are amortized in the following manner:
The component of unamortized net gains or losses related to our qualified pension plan is amortized based on the future life expectancy of the plan participants
(estimated to be approximately 10 years at December 31, 2024), because substantially all of the participants in those plans are former employees who are now
retired. The component of unamortized net gains or losses related to our post-retirement life insurance plan is amortized based on the estimated remaining future
service period of the plan participants (estimated to be approximately three years at December 31, 2024). The Company uses a market-related approach to value
plan assets, reflecting changes in the fair value of plan assets over a five-year period. The variance resulting from the difference between the expected and actual
return on plan assets is included in the amortization calculation upon reflection in the market-related value of plan assets.
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for those pension plans with accumulated benefit obligation in
excess of the fair value of plan assets is shown below:
As of December 31,
2024
2023
Projected benefit obligation
$
2,054
$
2,210
Accumulated benefit obligation
$
1,758
$
1,871
Fair value of plan assets
$
1,310
$
1,199
Net pension expense includes the following components:
Years Ended
December 31,
Years Ended
December 31,
U.S. Pension Plans
Non-U.S. Pension Plan
2024
2023
2022
2024
2023
2022
Service cost
$
—
$
—
$
—
$
13
$
22
$
20
Interest cost
36
38
18
21
37
13
Expected return on plan assets
—
—
(2,134)
(20)
(13)
(9)
Amortization of unrecognized loss
25
22
30
134
172
167
Net expense
$
61
$
60
$
(2,086)
$
148
$
218
$
191
Weighted-average actuarial assumptions
Benefit obligation assumptions:
Discount rate
5.40%
4.83%
5.04%
1.75%
1.63%
1.75%
Rate of compensation increase
N/A
N/A
N/A
3.00%
3.00%
5.00%
Pension income/expense assumptions:
Discount rate
4.83%
5.04%
2.46%
1.63%
1.75%
0.63%
Expected return on plan assets
N/A
N/A
N/A
1.63%
1.75%
0.63%
Rate of compensation increase
N/A
N/A
N/A
3.00%
5.00%
5.00%
(1)
Expected return on plan assets is net of expected investment expenses and certain administrative expenses.
(2)
During the fourth quarter of each year, we review our actuarial assumptions in light of current economic factors to determine if the assumptions need to be adjusted.
Net post-retirement expense includes the following components:
(1)
(2)
(1)
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Post-Retirement
Life Insurance Plan
Years Ended December 31,
2024
2023
2022
Service cost
$
1
$
1
$
1
Interest cost
190
192
102
Amortization of unrecognized gain
(62 )
(336 )
—
Net expense
$
129
$
(143 )
$
103
Weighted-average actuarial assumptions
Benefit obligation assumptions:
Discount rate
5.51 %
4.90 %
5.11 %
Rate of compensation increase
N/A
N/A
N/A
Pension income/post-retirement expense assumptions:
Discount rate
4.90 %
5.11 %
2.66 %
Rate of compensation increase
N/A
N/A
N/A
(1)
During the fourth quarter of each year, we review our actuarial assumptions in light of current economic factors to determine if the assumptions need to be adjusted.
The fair value of assets in the non-U.S. pension plan are 100% categorized as cash and cash equivalents, which use Level 1 inputs in the fair value
determination.
We expect to make $99 of contributions to the U.S. plans and $168 of contributions to the non-U.S. plan during 2025.
Expected benefit payments under the Pension Plans and the postretirement benefit plan, for the five years subsequent to 2024 (i.e., 2025-2029, inclusive), and in
the aggregate for the five years thereafter (i.e., 2030-2034, inclusive) are as follows:
U.S.
Pension
Plan
Non-U.S.
Pension
Plan
Post-
Retirement
Life
Insurance
Plan
2025
$
99
$
52
$
457
2026
93
58
421
2027
88
94
390
2028
83
61
363
2029
78
147
339
2030-2034
303
346
1,424
Total
$
744
$
758
$
3,394
Defined Contribution Plans
We sponsor a 401(k) plan that covers substantially all of our U.S. employees as well as offer similar defined contribution plans to employees at certain foreign
locations. Contributions and costs for such plans were generally determined as a percentage of the covered employee's annual salary. During 2022, our
investment committee, in consultation with the plan’s advisors, determined the 401(k) plan’s position in CTS common stock would be liquidated and the
resulting funds would be reinvested in other investments. That process was completed in the fourth quarter of 2022.
Effective January 1, 2022, in connection with the U.S. plan termination process, we amended our 401(k) plan and transitioned to a non-elective contribution for
all U.S. employees that is also determined as a percentage of the covered employee's salary, provides for immediate vesting and is provided regardless of
whether the individual employee contributes to the applicable plan. In addition, we began offering a Roth 401(k) option to employees.
Expenses related to defined contribution plans include the following:
Years Ended December 31,
2024
2023
2022
401(k) and other defined contribution plan expense
$
3,915
$
3,858
$
3,878
(1)
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NOTE 8 — Goodwill and Other Intangible Assets
Other Intangible Assets
Other intangible assets, net consisted of the following components:
As of December 31, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Weighted
Average
Remaining
Amortization
Period
(in years)
Other intangible assets:
Customer lists / relationships
$
210,354 $
(72,500 ) $
137,854
10.6
Technology and other intangibles
61,244
(35,216 )
26,028
7.4
Other intangible assets, net
$
271,598 $
(107,716 ) $
163,882
9.1
Amortization expense for the year ended December 31, 2024
$
13,348
As of December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net
Amount
Other intangible assets:
Customer lists / relationships
$
144,671 $
(63,006 ) $
81,665
Technology and other intangibles
54,052
(31,760 )
22,292
Other intangible assets, net
$
198,723 $
(94,766 ) $
103,957
Amortization expense for the year ended December 31, 2023
$
11,024
Amortization expense for the year ended December 31, 2022
$
11,627
The changes in the gross carrying amounts of intangible assets were primarily due to a business acquisition and purchase accounting activity as discussed in
Note 3, "Business Acquisitions," as well as foreign exchange impacts.
The estimated amortization expense for the next five years and thereafter is as follows:
Amortization
expense
2025
$
15,800
2026
15,648
2027
15,590
2028
15,555
2029
14,384
Thereafter
86,905
Total future amortization expense
$
163,882
Goodwill
Changes in the net carrying amount of goodwill were as follows:
Total
Goodwill as of December 31, 2022
$
152,361
Increase due to acquisitions
2,914
Foreign exchange impact
2,363
Goodwill as of December 31, 2023
$
157,638
Increase due to acquisitions
45,182
Foreign exchange impact
(2,934 )
Goodwill as of December 31, 2024
$
199,886
Refer to Note 3, "Business Acquisitions," for further information on the increase in the net carrying amount of goodwill due to acquisitions.
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We performed our annual impairment test as of October 1, 2024, our measurement date, and concluded that there was no impairment in any of our reporting
units. The fair value estimates used in the goodwill impairment analysis required significant judgment. The Company's fair value estimates for the purposes of
determining the goodwill impairment charge are considered Level 3 fair value measurements. The fair value estimates were based on assumptions management
believes to be reasonable, but that are inherently uncertain, including estimates of future revenues and operating margins and assumptions about the overall
economic climate and the competitive environment for the business.
NOTE 9 — Costs Associated with Exit and Restructuring Activities
Restructuring charges are reported as a separate line within operating earnings in the Consolidated Statements of Earnings. Total restructuring charges were:
Years Ended December 31,
2024
2023
2022
Restructuring charges
$
4,697 $
7,074 $
1,912
Closure and Consolidation of Juarez Manufacturing Facility and Operations
During the first quarter of 2023, we announced the closure of our Juarez manufacturing facility. As a part of this activity, operations from the Juarez plant were
consolidated into our expanded Matamoros facility (collectively, the "Matamoros Consolidation"). The Matamoros Consolidation was substantially complete as
of December 31, 2024.
During the year ended December 31, 2024, we incurred $1,820 in restructuring costs associated with the Matamoros Consolidation, comprised of $270, $1,180,
and $370 in workforce reduction, building and equipment relocation costs and other charges, respectively. The restructuring liability associated with the
Matamoros Consolidation was $139 and $194 as of December 31, 2024 and 2023, respectively.
In addition to these charges, we have incurred an additional $1,268 of other costs relating to the Matamoros Consolidation that would not qualify as
restructuring charges, but represent duplicative expenses arising from the transition process, such as excess rent, utilities, personnel-related expenses and other
costs. These other expenses totaled $697 and $571 during the twelve months ended December 31, 2024 and 2023, respectively.
Other Restructuring Activities
During the year ended December 31, 2024, we incurred total other restructuring charges of $2,877, comprised of $2,413, $286 and $178 in workforce reduction,
building and equipment relocation costs, and asset impairment and other charges, respectively. The remaining restructuring liability associated with these
actions was $659 and $246 at December 31, 2024 and December 31, 2023, respectively.
The following table displays the restructuring liability activity for all plans for the year ended December 31, 2024:
Restructuring liability at January 1, 2024
$
523
Restructuring charges
4,697
Cost paid
(4,411 )
Other activities
(11 )
Restructuring liability at December 31, 2024
$
798
(1)
Other charges include the effects of currency translation, non-cash asset write-downs, travel, legal and other charges.
The total liability of $798 is included in accrued expenses and other liabilities at December 31, 2024.
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NOTE 10 — Accrued Expenses and Other Liabilities
The components of accrued expenses and other liabilities are as follows:
December 31,
2024
2023
Accrued product-related costs
$
1,866 $
2,183
Accrued income taxes
5,418
6,899
Accrued property and other taxes
1,518
1,542
Accrued professional fees
1,625
1,232
Accrued customer-related liabilities
2,113
2,167
Dividends payable
1,201
1,233
Remediation reserves
12,192
12,044
Derivative liabilities
334
747
Other accrued liabilities
8,184
6,514
Total accrued expenses and other liabilities
$
34,451 $
34,561
NOTE 11 — Contingencies
Certain processes in the manufacture of our current and past products may create by-products classified as hazardous waste. As a result, we have been notified
by the U.S. Environmental Protection Agency (“EPA”), state environmental agencies and in some cases, groups of potentially responsible parties, that we may
be potentially liable for environmental contamination at several sites currently or formerly owned or operated by us. Currently, none of these costs and accruals
relate to sites that provide revenue generating activities for the Company. Two of those sites, Asheville, North Carolina (the "Asheville Site") and Mountain
View, California, are designated National Priorities List sites under the EPA’s Superfund program. We accrue a liability for probable remediation activities,
claims, and proceedings against us with respect to environmental matters if the amount can be reasonably estimated, and provide disclosures including the
nature of a loss whenever it is probable or reasonably possible that a potentially material loss may have occurred but cannot be estimated. We record contingent
loss accruals on an undiscounted basis.
A roll-forward of remediation reserves included in accrued expenses and other liabilities in the Consolidated Balance Sheets is composed of the following:
Years Ended December 31,
2024
2023
2022
Balance at beginning of period
$
12,044 $
11,048 $
10,979
Remediation expense
1,701
3,502
2,750
Remediation payments
(1,554 )
(2,497 )
(2,661 )
Other activity
1
(9 )
(20 )
Balance at end of the period
$
12,192 $
12,044 $
11,048
(1) Other activity includes currency translation adjustments not recorded through remediation expense.
The Company operates under and in accordance with a federal consent decree, dated March 7, 2017, with the EPA for the Asheville Site. On February 8, 2023,
the Company received a letter from the EPA (the “EPA Letter”) seeking reimbursement of its past response costs and interest thereon relating to any release or
threatened release of hazardous substances at the Asheville Site in the aggregate amount of $9,955 from the three potentially responsible parties associated with
the Asheville Site, including the Company. The Company expects its potential exposure to be between $1,900 and $9,955. We have determined that no point
within this range is more likely than another and therefore we have recorded a loss estimate of $1,900 as of December 31, 2024 in the Consolidated Balance
Sheets.
Unrelated to the environmental claims described above, certain other legal claims are pending against us with respect to matters arising out of the ordinary
conduct of our business.
We provide product warranties when we sell our products and accrue for estimated liabilities at the time of sale. Warranty estimates are forecasts based on the
best available information and historical claims experience. We accrue for specific warranty claims if we believe that the facts of a specific claim make it
probable that a liability in excess of our historical experience has been incurred and provide disclosures for specific claims whenever it is reasonably possible
that a material loss may be incurred which cannot be estimated.
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We cannot provide assurance that the ultimate disposition of environmental, legal, and product warranty claims will not materially exceed the amount of our
accrued losses and adversely impact our consolidated financial position, results of operations, or cash flows. Our accrued liabilities and disclosures will be
adjusted accordingly if additional information becomes available in the future.
NOTE 12 — Leases
We lease certain land, buildings and equipment under non-cancellable operating leases used in our operations. Operating lease assets represent our right to use
an underlying asset for the lease term. Operating lease liabilities represent the present value of lease payments over the lease term, discounted using an estimate
of our secured incremental borrowing rate because none of our leases contain a rate implicit in the lease arrangement.
The operating lease assets and liabilities are adjusted to include the impact of any lease incentives and non-lease components. We have elected not to separate
lease and non-lease components, which include taxes and common area maintenance in some of our leases. Variable lease payments that depend on an index or
a rate are included in lease payments using the prevailing index or rate in effect at lease commencement.
Options to extend or terminate a lease are included in the lease term when it is reasonably likely that we will exercise that option. We occasionally enter into
short term operating leases with an initial term of twelve months or less. These leases are not recorded in the Consolidated Balance Sheets.
We determine if an arrangement is a lease or contains a lease at its inception, which normally does not require significant estimates or judgments. Our lease
agreements do not contain any material residual value guarantees or material restrictive covenants and we currently have no material sublease agreements.
Components of lease expense for the years ended December 31, 2024, 2023 and 2022 were as follows:
Years Ended
December 31,
2024
2023
2022
Operating lease cost
$
6,361
$
5,762
$
4,997
Short-term lease cost
935
1,495
1,338
Total lease cost
$
7,296
$
7,257
$
6,335
For the years ended December 31, 2024, 2023 and 2022 the Company recorded sublease income of $526, $532 and $562, respectively.
Supplemental cash flow information related to leases was as follows:
Years Ended
December 31,
2024
2023
2022
Cash paid for amounts included in the measurement of lease obligations
$
6,395 $
5,797 $
5,163
Leased assets obtained in exchange for new operating lease obligations
$
1,053 $
7,831 $
5,990
Supplemental balance sheet information related to leases was as follows:
As of December 31,
2024
2023
Operating lease obligations
$
4,719 $
4,394
Long-term operating lease obligations
21,120
24,965
Total lease liabilities
$
25,839 $
29,359
Weighted-average remaining lease terms (years)
5.88
6.22
Weighted-average discount rate
6.54 %
6.30 %
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Remaining maturity of our existing lease liabilities as of December 31, 2024 was as follows:
Operating Leases
2025
$
6,202
2026
4,395
2027
4,051
2028
4,037
2029
4,077
Thereafter
9,870
Total
$
32,632
Less: interest
(6,793 )
Present value of lease payments
$
25,839
Operating lease payments include $898 of payments related to options to extend lease terms that are reasonably expected to be exercised.
NOTE 13 — Debt
Long-term debt was comprised of the following:
As of December 31,
2024
2023
Total credit facility availability
$
400,000 $
400,000
Balance outstanding
91,253
67,500
Standby letters of credit
1,640
1,640
Amount available, subject to covenant restrictions
$
307,107 $
330,860
Weighted-average interest rate
6.41 %
6.07 %
On December 15, 2021, we entered into a second amended and restated five-year credit agreement with a group of banks (the “Revolving Credit Facility”) to (i)
increase the total credit facility to $400,000 which may be increased by $200,000 at the request of the Company, subject to the administrative agent's approval,
(ii) extend the maturity of the Revolving Credit Facility from February 12, 2024 to December 15, 2026, (iii) replace LIBOR with SOFR as the primary reference
rate used to calculate interest on the loans under the Revolving Credit Facility, (iv) increase available sublimits for letters of credit, and swingline loans as well
as providing for additional alternative currency borrowing capabilities, and (v) modify the financial and non-financial covenants to provide the Company
additional flexibility. This new unsecured credit facility replaced the prior $300,000 unsecured credit facility, which would have expired February 12, 2024.
Borrowings in U.S. dollars under the Revolving Credit Facility bear interest, at a per annum rate equal to the applicable Term SOFR rate (but not less than
0.0%), plus the Term SOFR adjustment, and plus an applicable margin, which ranges from 1.00% to 1.75%, based on our net leverage ratio. Similarly,
borrowings of alternative currencies under the Revolving Credit Facility bear interest equal to a defined risk-free reference rate, plus the applicable risk-free rate
adjustment and plus an applicable margin, which ranges from 1.00% to 1.75%, based on our net leverage ratio. We use interest rate swaps to convert a portion of
our revolving credit facility's outstanding balance from a variable rate of interest to a fixed rate. The contractual rate of these arrangements ranges from 1.49% to
2.49%. Refer to Note 14, "Derivatives," for further discussion on the impact of interest rate swaps.
The Revolving Credit Facility includes a swing line sublimit of $20,000 and a letter of credit sublimit of $20,000. We also pay a quarterly commitment fee on
the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.175% to 0.25% based on our net leverage ratio.
The Revolving Credit Facility requires, in addition to customary representations and warranties, that we comply with a maximum net leverage ratio and a
minimum interest coverage ratio. Failure to comply with these covenants could reduce the borrowing availability under the Revolving Credit Facility. We were
in compliance with all debt covenants at December 31, 2024. The Revolving Credit Facility requires that we deliver quarterly financial statements, annual
financial statements, auditor certifications, and compliance certificates within a specified number of days after the end of a quarter and year. Additionally, the
Revolving Credit Facility contains restrictions limiting our ability to: dispose of assets; incur certain additional debt; repay other debt or amend subordinated
debt instruments; create liens on assets; make investments, loans or advances; make acquisitions or engage in mergers or consolidations; engage in certain
transactions with our subsidiaries and affiliates; and make stock repurchases and dividend payments.
(1)
(1)
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We have debt issuance costs related to our long-term debt that are being amortized using the straight-line method over the life of the debt. Amortization expense
was approximately $194 for the year ended December 31, 2024, $194 in 2023 and $194 in 2022. These costs are included in interest expense in our
Consolidated Statements of Earnings.
NOTE 14 — Derivative Financial Instruments
Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates and interest rates. We selectively use derivative
financial instruments including foreign currency forward contracts and interest rate swaps to manage our exposure to these risks.
The use of derivative financial instruments exposes the Company to credit risk, including the risk of nonperformance by a counterparty to the derivative
contracts. We manage our credit risk by entering into derivative contracts with only highly rated financial institutions and by using netting agreements.
The effective portion of derivative gains and losses are recorded in accumulated other comprehensive (loss) income until the hedged transaction affects earnings
upon settlement, at which time they are reclassified to costs of goods sold or net sales. If it is probable that an anticipated hedged transaction will not occur by
the end of the originally specified time period, we reclassify the gains or losses related to that hedge from accumulated other comprehensive (loss) income to
other (expense) income, net.
We assess hedge effectiveness qualitatively by verifying that the critical terms of the hedging instrument and the forecasted transaction continue to match, and
that there have been no adverse developments that have increased the risk that the counterparty will default. No recognition of ineffectiveness was recorded in
our Consolidated Statements of Earnings for the year ended December 31, 2024.
Foreign Currency Hedges
We use forward contracts to mitigate currency risk related to a portion of our forecasted foreign currency revenues and costs. The currency forward contracts are
designed as cash flow hedges and are recorded in the Consolidated Balance Sheets at fair value.
We continue to monitor the Company’s overall currency exposure and may elect to add cash flow hedges in the future. At December 31, 2024, we had a net
unrealized loss of $3,232 in accumulated other comprehensive (loss) income, of which $2,848 is expected to be reclassified to earnings within the next 12
months. The notional amount of foreign currency forward contracts outstanding was $50,657 at December 31, 2024.
Interest Rate Swaps
We use interest rate swaps to convert a portion of our Revolving Credit Facility's outstanding balance from a variable rate of interest to a fixed rate.
As of December 31, 2024, we have agreements to fix interest rates on $50,000 of long-term debt through December 2026. The difference to be paid or received
under the terms of the swap agreements will be recognized as an adjustment to interest expense when settled.
These swaps are treated as cash flow hedges and consequently, the changes in fair value are recorded in other comprehensive (loss) income. The estimated net
amount of the existing gains that are reported in accumulated other comprehensive (loss) income that are expected to be reclassified into earnings within the
next twelve months is approximately $792.
Cross-Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. As part
of the strategy to limit foreign exchange exposure, the Company entered into a cross-currency interest rate swap agreement on June 27, 2022 that synthetically
swapped $25,000 of variable rate debt to Krone denominated variable rate debt. Upon completion of the Ferroperm acquisition on June 30, 2022, the transaction
was designated as a net investment hedge for accounting purposes and will mature on June 30, 2027. Accordingly, any gains or losses on this derivative
instrument will be included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted or liquidated.
At December 31, 2024, the variable rate debt associated with the cross-currency interest rate swap was $12,500 due to ongoing principle payments. Interest
payments received for the cross-currency interest rate swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest
expense in the Condensed Consolidated Statements of Earnings. The assumptions used in measuring fair value of the cross-currency interest rate swap are
considered Level 2 inputs, which are based upon the Krone to United States Dollar exchange rate market. At December 31, 2024 we had a net unrealized loss of
$51 in accumulated other comprehensive (loss) income.
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Prior to designation as a net investment hedge, a gain of $111 was recorded in other expense within the Condensed Consolidated Statements of Earnings during
the second quarter of 2022.
The location and fair values of derivative instruments designated as hedging instruments in the Consolidated Balance Sheets as of December 31, 2024, are
shown in the following table:
As of December 31,
2024
2023
Interest rate swaps reported in Other current assets
$
792 $
1,121
Interest rate swaps reported in Other assets
$
711 $
706
Cross-currency swap reported in Other current assets
$
324 $
—
Cross-currency swap reported in Accrued expenses and other liabilities
$
— $
(747)
Foreign currency hedges reported in Other current assets
$
— $
1,087
Foreign currency hedges reported in Other current liabilities
$
(2,992) $
—
The Company has elected to net its foreign currency derivative assets and liabilities in the balance sheet in accordance with ASC 210-20 (Balance Sheet,
Offsetting). On a gross basis, there were foreign currency derivative assets of $122 and foreign currency derivative liabilities of $3,114 at December 31, 2024.
The effect of derivative instruments on the Consolidated Statements of Earnings is as follows:
Years Ended December 31,
2024
2023
2022
Foreign Exchange Contracts:
Amounts reclassified from AOCI to earnings:
Net sales
$
232 $
(130) $
—
Cost of goods sold
710
2,795
924
Total amounts reclassified from AOCI to earnings
942
2,665
924
Total derivative gains on foreign exchange contracts
recognized in earnings
$
942 $
2,665 $
924
Interest Rate Swaps:
Income recorded in interest expense
$
1,430 $
1,789 $
77
Cross-Currency Swaps:
Income recorded in interest expense
$
358
515
461
Total gains on derivatives
$
2,730 $
4,969 $
1,462
Derivative Contracts Not Designated as Hedges
In the second quarter of 2022, the Company used derivative contracts to manage foreign currency exchange risk related to funds to be used for the purchase
price of the Ferroperm acquisition. These contracts were not designated as hedges and therefore changes in the fair values of these instruments were recognized
directly in earnings. All contracts were settled in conjunction with the closing of the Ferroperm acquisition. As a result of these contracts, the Company
recognized a $1,776 loss in other expense in the Consolidated Statements of Earnings in 2022.
NOTE 15 — Accumulated Other Comprehensive (Loss) Income
Shareholders’ equity includes certain items classified as accumulated other comprehensive (loss) income (“AOCI”) in the Consolidated Balance Sheets,
including:
•
Unrealized gains (losses) on hedges relate to interest rate swaps to convert a portion of our revolving credit facility's outstanding balance from a
variable rate of interest into a fixed rate and foreign currency forward contracts used to hedge our exposure to changes in exchange rates affecting
certain revenues and costs denominated in foreign currencies. These hedges are designated as cash flow hedges, and we have deferred income
statement recognition of gains and losses until the hedged transactions occur, at which time amounts are reclassified into earnings. Further
information related to our derivative financial instruments is included in Note 14, “Derivative Financial Instruments,” and Note 18, “Fair Value
Measurements.”
•
Unrealized gains (losses) on pension obligations are deferred from income statement recognition until the gains or losses are realized. Amounts
reclassified to earnings from AOCI are included in net periodic pension income (expense). Further information related to our pension obligations is
included in Note 7, “Retirement Plans.”
CTS CORPORATION 59
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•
Cumulative translation adjustment relates to our non-U.S. subsidiary companies that have designated a functional currency other than the U.S.
dollar. We are required to translate the subsidiary functional currency financial statements to U.S. dollars using a combination of historical, period-
end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of other
comprehensive income.
The components of accumulated other comprehensive (loss) income for the year ended December 31, 2024 are as follows:
As of
December 31,
2023
Gain (Loss)
Recognized
in OCI
(Gain) Loss
reclassified
from AOCI
to earnings
As of
December 31,
2024
Changes in fair market value of derivatives:
Gross
$
3,256 $
(2,615 ) $
(2,371 ) $
(1,730 )
Income tax (expense) benefit
(749 )
601
545
397
Net
2,507
(2,014 )
(1,826 )
(1,333 )
Changes in unrealized pension cost:
Gross
(1,125 )
555
161
(409 )
Income tax benefit (expense)
442
(126 )
(16 )
300
Net
(683 )
429
145
(109 )
Cumulative translation adjustment:
Gross
2,445
(5,269 )
—
(2,824 )
Income tax benefit (expense)
—
—
—
—
Net
2,445
(5,269 )
—
(2,824 )
Total accumulated other comprehensive (loss) income
$
4,269 $
(6,854 ) $
(1,681 ) $
(4,266 )
The components of accumulated other comprehensive (loss) income for the year ended December 31, 2023 are as follows:
As of
December 31,
2022
Gain (Loss)
Recognized
in OCI
(Gain) Loss
reclassified
from AOCI
to earnings
As of
December 31,
2023
Changes in fair market value of derivatives:
Gross
$
3,911 $
3,798 $
(4,453 ) $
3,256
Income tax (expense) benefit
(899 )
(874 )
1,024
(749 )
Net
3,012
2,924
(3,429 )
2,507
Changes in unrealized pension cost:
Gross
(1,179 )
278
(224 )
(1,125 )
Income tax benefit
376
27
39
442
Net
(803 )
305
(185 )
(683 )
Cumulative translation adjustment:
Gross
(2,880 )
5,325
—
2,445
Income tax benefit (expense)
—
—
—
—
Net
(2,880 )
5,325
—
2,445
Total accumulated other comprehensive (loss) income
$
(671 ) $
8,554 $
(3,614 ) $
4,269
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NOTE 16 — Shareholders' Equity
Share count and par value data related to shareholders' equity are as follows:
As of December 31,
2024
2023
Preferred Stock
Par value per share
No par value
No par value
Shares authorized
25,000,000
25,000,000
Shares outstanding
—
—
Common Stock
Par value per share
No par value
No par value
Shares authorized
75,000,000
75,000,000
Shares issued
57,543,964
57,444,228
Shares outstanding
30,026,045
30,824,248
Treasury stock
Shares held
27,517,919
26,619,980
On February 9, 2023, our Board of Directors approved a share repurchase program that authorized the Company to repurchase up to $50,000 of the Company’s
common stock. The repurchase program had no set expiration date and replaced the repurchase program approved by the Board of Directors on May 13, 2021.
The purchases under the program were made from time to time in the open market (including, without limitation, the use of Rule 10b5-1 plans), depending on a
number of factors, including our evaluation of general market and economic conditions, our financial condition and the trading price of our common stock. The
repurchase program could have been extended, modified, suspended or discontinued at any time.
On February 2, 2024, our Board of Directors approved a new share repurchase program that authorized the Company to repurchase up to $100,000 of its
common stock. The repurchase program has no set expiration date and superseded and replaced the repurchase program approved by the Board of Directors in
February 2023. The purchases may be made from time to time in the open market (including, without limitation, the use of Rule 10b5-1 plans), depending on a
number of factors, including our evaluation of general market and economic conditions, our financial condition and the trading price of our common stock. The
repurchase program may be extended, modified, suspended or discontinued at any time.
During the year ended December 31, 2024, 897,939 shares of common stock were repurchased for approximately $43,025, across both share repurchase
programs described above. As of December 31, 2024 approximately $61,422 was still available for future purchases under the February 2024 program.
As of 2023, we are subject to a 1% excise tax on stock repurchases under the United States Inflation Reduction Act of 2022, which we include in the cost of
stock repurchases as a reduction of shareholders’ equity. As of December 31, 2024, we accrued $741 for repurchases within Accrued expenses and other
liabilities in the Consolidated Balance Sheet.
A roll forward of common shares outstanding is as follows:
As of December 31,
2024
2023
Balance at beginning of the year
30,824,248
31,680,890
Repurchases
(897,939 )
(970,109 )
Restricted stock unit issuances
99,736
113,467
Balance at end of period
30,026,045
30,824,248
NOTE 17 — Stock-Based Compensation
At December 31, 2024, we had five stock-based compensation plans: the Non-Employee Directors' Stock Retirement Plan ("Directors' Plan"), the 2004
Omnibus Long-Term Incentive Plan ("2004 Plan"), the 2009 Omnibus Equity and Performance Incentive Plan ("2009 Plan"), the 2014 Performance and
Incentive Plan ("2014 Plan"), and the 2018 Equity and Incentive Compensation Plan ("2018 Plan"). Future grants can only be made under the 2018 Plan. The
2018 Plan allows for grants of stock options, stock appreciation rights, restricted stock, RSUs, performance shares, performance units, and other stock awards
subject to the terms of the 2018 Plan.
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The following table summarizes the compensation expense included in selling, general and administrative expenses in the Consolidated Statements of Earnings
related to stock-based compensation plans:
Years Ended December 31,
2024
2023
2022
Service-Based RSUs
$
3,788 $
2,869 $
2,834
Performance-Based RSUs
1,673
1,813
4,469
Cash-settled awards
189
499
423
Total
$
5,650 $
5,181 $
7,726
Income tax benefit
1,300
1,192
1,777
Net
$
4,350 $
3,989 $
5,949
The fair value of all equity awards that vested during the periods ended December 31, 2024, 2023 and 2022 were $7,599, $8,282 and $4,535, respectively. We
recorded a tax deduction related to equity awards that vested during the year ended December 31, 2024, in the amount of $1,748.
The following table summarizes the unrecognized compensation expense related to non-vested RSUs by type and the weighted-average period in which the
expense is to be recognized:
Unrecognized
compensation
expense at
December 31,
2024
Weighted-
average
period
Service-Based RSUs
$
3,200
1.26
Performance-Based RSUs
2,619
1.83
Total
$
5,819
1.51
We recognize expense on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance,
multiple awards.
The following table summarizes the status of these plans as of December 31, 2024:
2018 Plan
2014 Plan
2009 Plan
2004 Plan
Directors' Plan
Awards originally available to be granted
2,500,000
1,500,000
3,400,000
6,500,000
N/A
Performance stock options outstanding
—
—
—
—
—
Maximum potential RSU and cash settled
awards outstanding
717,142
35,100
30,000
14,545
4,722
Maximum potential awards outstanding
717,142
35,100
30,000
14,545
4,722
RSUs and cash settled awards vested and
released
571,384
—
—
—
—
Awards available to be granted
1,211,474
—
—
—
—
Service-Based Restricted Stock Units
Service-based RSUs entitle the holder to receive one share of common stock for each unit when the unit vests. RSUs are issued to officers, key employees, and
non-employee directors as compensation. Generally, the RSUs vest over a three-year period. RSUs granted to non-employee directors generally vest one year
after being granted. Upon vesting, the non-employee directors may elect to either receive the stock associated with the RSU immediately or defer receipt of the
stock to a future date. The fair value of the RSUs is equivalent to the trading value of our common stock on the grant date.
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A summary of RSU activity for the year ended December 31, 2024 is presented below:
Units
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at January 1, 2024
280,966 $
30.36
Granted
111,858
45.85
Released
(58,744 )
37.38
Forfeited
(11,233 )
41.74
Outstanding at December 31, 2024
322,847 $
34.06
17.44 $
17,024
Releasable at December 31, 2024
162,067 $
24.13
28.85 $
8,546
Years Ended December 31,
2024
2023
2022
Weighted-average fair value upon release
$
45.66 $
45.19 $
35.38
Intrinsic value of RSUs released
$
2,682 $
3,316 $
2,794
A summary of non-vested RSU activity for the year ended December 31, 2024 is presented below:
RSUs
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2024
136,699 $
38.97
Granted
111,858
45.85
Vested
(76,544 )
37.91
Forfeited
(11,233 )
41.74
Nonvested at December 31, 2024
160,780 $
44.07
Performance-Based Restricted Stock Units
We grant performance-based restricted stock units ("PRSUs") to certain executives and key employees. PRSUs are usually awarded in the range from zero
percent to 200% of a targeted number of shares. The award rate for the 2022-2024, 2023-2025 and 2024-2026 PRSUs is dependent upon our achievement of
targets for sales growth, cash flow, and relative total shareholder return ("RTSR"). We use a matrix based on the percentile ranking of our stock price
performance compared to a peer group of companies over a three-year period to calculate the achievement of the RTSR targets. Other PRSUs are granted from
time to time based on other performance criteria. The initial fair value of the PRSUs is equivalent to the trading value of the target amount of our common stock
on the grant date. The fair value is subsequently adjusted quarterly based on management's assessment of the Company's performance relative to the target
number of shares performance criteria.
A summary of PRSU activity for the year ended December 31, 2024 is presented below:
Units
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
Outstanding at January 1, 2024
220,656 $
36.96
Granted
75,498
43.77
Added by performance factor
55,272
33.37
Released
(112,907 )
33.85
Forfeited
(16,175 )
37.33
Outstanding at December 31, 2024
222,344 $
39.96
1.97 $
11,724
Releasable at December 31, 2024
— $
—
$
—
CTS CORPORATION 63
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The following table summarizes each grant of PRSUs outstanding at December 31, 2024:
Description
Grant Date
Vesting
Year
Vesting Dependency
Target Units
Outstanding
Maximum Number
of Units to be
Granted
2022 - 2024 Performance RSUs
February 10, 2022
2024
35% RTSR, 35% sales
growth,
30% operating cash flow
62,378
124,756
Focus 2025 Performance RSUs
Varies
2024
Cumulative revenues of $750
million over a trailing four-
quarter period
28,150
28,150
2023-2025 Performance RSUs
February 9, 2023
2025
60% sales growth,
40% operating cash flow,
RTSR modifier
60,057
120,114
2024-2026 Performance RSUs
February 7, 2024
2026
60% sales growth,
40% operating cash flow,
RTSR modifier
71,759
143,518
Total
222,344
416,538
Cash-Settled Restricted Stock Units
Cash-Settled RSUs entitle the holder to receive the cash equivalent of one share of common stock for each unit when the unit vests. These RSUs are issued to
key employees residing in foreign locations as direct compensation. Generally, these RSUs vest over a three-year period. Cash-settled RSUs are classified as
liabilities and are remeasured at each reporting date until settled. At December 31, 2024 and 2023, we had 44,127 and 42,062 cash-settled RSUs outstanding,
respectively. At December 31, 2024 and 2023, liabilities of $608 and $676, respectively, were included in accrued expenses and other liabilities on our
Consolidated Balance Sheets.
NOTE 18 — Fair Value Measurements
The table below summarizes the financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and the gain
recorded during the year ended December 31, 2024:
Asset (Liability)
Carrying
Value at
December 31,
2024
Quoted Prices
in Active
Markets for
Identical
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Gain (Loss) for
Year Ended
December 31,
2024
Interest rate swap
$
1,503 $
— $
1,503 $
— $
1,430
Foreign currency hedges
$
(2,992 ) $
— $
(2,992 ) $
— $
942
Cross-currency swap
$
324 $
— $
324 $
— $
358
Qualified replacement plan assets
$
11,380 $
11,380 $
— $
— $
644
Contingent consideration
$
(7,028 ) $
— $
— $
(7,028 ) $
1,765
The table below summarizes the financial assets that were measured at fair value on a recurring basis as of December 31, 2023 and the gain recorded during the
year ended December 31, 2023:
Asset (Liability)
Carrying
Value at
December 31,
2023
Quoted Prices
in Active
Markets for
Identical
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Gain for
Year Ended
December 31,
2023
Interest rate swap
$
1,827 $
— $
1,827 $
— $
1,789
Foreign currency hedges
$
1,087 $
— $
1,087 $
— $
2,665
Cross-currency swap
$
(747) $
— $
(747) $
— $
515
Qualified replacement plan assets
$
13,392 $
13,392 $
— $
— $
710
Contingent consideration
$
(3,764) $
— $
— $
(3,764) $
(200)
CTS CORPORATION 64
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We use interest rate swaps to convert a portion of our Revolving Credit Facility’s outstanding balance from a variable rate of interest into a fixed rate and
foreign currency forward contracts to hedge the effect of foreign currency changes on certain revenues and costs denominated in foreign currencies. In addition,
the Company entered into a cross currency swap agreement in order to manage its exposure to changes in interest rates related to foreign debt. These derivative
financial instruments are measured at fair value on a recurring basis.
The fair value of our interest rate swaps, and foreign currency hedges were measured using standard valuation models using market-based observable inputs
over the contractual terms, including forward yield curves, among others. There is a readily determinable market for these derivative instruments, but that
market is not active and therefore they are classified within Level 2 of the fair value hierarchy. The QRP assets consist of investment funds maintained for future
contributions to the Company’s U.S. 401(k) plan. The investments are Level 1 marketable securities and are recorded in Other Assets on our Consolidated
Balance Sheets. Gains and losses from these investments are recorded in other income and expense in the Consolidated Statements of Earnings. Refer to Note 7,
"Retirement Plans," for further information on the QRP.
The fair value of the contingent consideration required significant judgment. The Company's fair value estimates used in the contingent consideration valuation
are considered Level 3 fair value measurements. The fair value estimates were based on assumptions management believes to be reasonable, but that are
inherently uncertain, including estimates of future revenues and customer order targets. These estimates are highly judgmental and changes to the estimate of
expected future contingent consideration payments may occur, from time to time, due to various reasons, including actual results differing from estimates and/or
from adjustments to the revenue or customer order target assumptions used as the basis for the liability.
A roll-forward of the contingent consideration is as follows:
Contingent
Consideration
Balance at December 31, 2023
$
3,764
Acquisition date fair value of contingent consideration
6,105
Change in fair value
(1,765)
Cash paid
(1,076)
Balance at December 31, 2024
$
7,028
As of December 31, 2024, $7,028 of contingent consideration was recorded in other long-term obligations in the Consolidated Balance Sheets.
Our long-term debt consists of debt outstanding under the Revolving Credit Facility, which is recorded at its carrying value. There is a readily determinable
market for our long-term debt, and it is classified within Level 2 of the fair value hierarchy as the market is not deemed to be active. The fair value of long-term
debt approximates carrying value and was determined by valuing a similar hypothetical coupon bond and attributing that value to our long-term debt under the
Revolving Credit Facility.
NOTE 19 — Income Taxes
Earnings (Loss) before income taxes consist of the following:
Years Ended December 31,
2024
2023
2022
U.S.
$
4,272 $
(9,265 ) $
1,005
Non-U.S.
66,951
84,418
79,732
Total
$
71,223 $
75,153 $
80,737
CTS CORPORATION 65
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Significant components of income tax provision/(benefit) are as follows:
Years Ended December 31,
2024
2023
2022
Current:
U.S.
$
103 $
(668 ) $
1,365
Non-U.S.
14,097
16,279
19,305
Total Current
14,200
15,611
20,670
Deferred:
U.S.
(1,095 )
(1,475 )
249
Non-U.S.
4
485
243
Total Deferred
(1,091 )
(990 )
492
Total provision for income taxes
$
13,109 $
14,621 $
21,162
Significant components of our deferred tax assets and liabilities are as follows:
As of December 31,
2024
2023
Post-retirement benefits
$
889
$
976
Inventory reserves
1,387
1,323
Loss carry-forwards
2,378
3,911
Credit carry-forwards
15,205
13,415
Accrued expenses
4,736
4,852
Research and development expenditures
19,003
18,980
Operating lease liabilities
6,406
6,715
Stock compensation
2,537
2,371
Foreign exchange loss
69
2,010
Derivatives
406
—
Other
803
762
Gross deferred tax assets
53,819
55,315
Depreciation and amortization
22,191
23,349
Statutory inventory adjustments
834
1,359
Qualified replacement plan
2,618
3,080
Operating lease assets
6,003
6,355
Subsidiaries' unremitted earnings
1,733
1,599
Other
—
749
Gross deferred tax liabilities
33,379
36,491
Net deferred tax assets
20,440
18,824
Deferred tax asset valuation allowance
(5,592)
(8,370)
Total net deferred tax assets
$
14,848
$
10,454
The deferred tax assets and deferred tax liabilities, classified as non-current, are as follows:
As of December 31,
2024
2023
Non-current deferred tax assets
$
27,591
$
25,183
Non-current deferred tax liabilities
$
(12,743 )
$
(14,729 )
Total net deferred tax assets
$
14,848
$
10,454
At each reporting date, we weigh all available positive and negative evidence to assess whether it is more-likely-than-not that the Company's deferred tax assets,
including deferred tax assets associated with accumulated loss carry-forwards and tax credits in the various jurisdictions in which it operates, will be realized.
As of December 31, 2024 and 2023, we recorded deferred tax assets related to certain U.S. state and non-U.S. income tax loss carry-forwards of $2,378 and
$3,911, respectively, and U.S. and non-U.S. tax credits of $15,205 and $13,415, respectively. The deferred tax assets expire in various years primarily between
2025 and 2044.
CTS CORPORATION 66
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Generally, we assess if it is more-likely-than-not that our net deferred tax assets will be realized during the available carry-forward periods. As a result, we have
determined that valuation allowances of $5,592 and $8,370 should be provided for certain deferred tax assets at December 31, 2024 and 2023, respectively. As
of December 31, 2024, the valuation allowances relate to certain U.S. state and non-U.S. loss carry-forwards and certain U.S. state tax credits that management
does not anticipate will be utilized.
A valuation allowance for 2024 and 2023 of $157 and $172 was recorded against the U.S. federal foreign tax credit carry-forwards of $2,447 and $1,854,
respectively. These credits begin to expire in varying amounts between 2030 and 2034. A valuation allowance for 2024 and 2023 of $275 and $449 was
recorded against the U.S. federal research and development tax credits of $9,914 and $9,362, respectively. These credits begin to expire in varying amounts
between 2025 and 2044. We assessed the anticipated realization of those tax credits utilizing future taxable income projections. Based on those projections,
management believes it is more-likely-than-not that we will realize the benefits of these tax credit carry-forwards.
The following table reconciles taxes at the U.S. federal statutory rate to the effective income tax rate:
Years Ended December 31,
2024
2023
2022
Taxes at the U.S. statutory rate
21.0%
21.0%
21.0%
State income taxes, net of federal income tax benefit
(0.3)%
(0.1)%
0.2%
Non-U.S. earnings taxed at rates different than the U.S. statutory rate
(4.9)%
(4.4)%
(3.2)%
Foreign source earnings, net of associated foreign tax credits
0.3%
2.7%
(0.6)%
Benefit of tax credits
(1.3)%
(2.4)%
(0.2)%
Non-deductible expenses
1.1%
0.9%
2.6%
Stock compensation - excess tax benefits
(0.5)%
(0.7)%
(0.2)%
Adjustment to valuation allowances
(3.3)%
1.2%
1.4%
Change in unrecognized tax benefits
—
(0.2)%
(0.1)%
Impacts of unremitted foreign earnings
2.4%
2.0%
2.7%
Entity rationalization
3.3%
—
—
Excise tax paid upon U.S. pension termination
—
—
1.8%
Other
0.6%
(0.5)%
0.8%
Effective income tax rate
18.4%
19.5%
26.2%
In 2020, the Company began the termination of the U.S.-based pension plan. In 2022, the remaining assets of the pension plan were liquidated and reverted back
to CTS. These funds are subject to both income and excise taxes. The excise taxes of $6,803 are nondeductible for U.S. tax purposes. Further information
related to our pension termination is included in Note 7, "Retirement Plans."
Under current U.S. tax regulations, in general, repatriation of foreign earnings to the U.S. can be completed with no incremental U.S. tax. However, there are
limited other taxes that continue to apply such as foreign withholding and certain state taxes. The Company records a deferred tax liability for the estimated
foreign earnings and state tax cost associated with the undistributed foreign earnings that are not permanently reinvested.
In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any Global Intangible Low-Taxed Income
inclusions as an expense in the period the tax was incurred.
We recognize the financial statement benefit of a tax position when it is more-likely-than-not, based on its technical merits, that the position will be sustained
upon examination. A tax position that meets the more-likely-than-not threshold is then measured to determine the amount of benefit to be recognized in the
financial statements. As of December 31, 2024, we have approximately $1,951 of unrecognized tax benefits, which if recognized, would impact the effective tax
rate. We do not anticipate any significant changes in our unrecognized tax benefits within the next 12 months.
A reconciliation of the beginning and ending unrecognized tax benefits is provided below:
As of December 31,
2024
2023
Balance at January 1
$
1,943
$
2,079
Increase related to current year tax positions
86
208
Increase (Decrease) related to prior year tax positions
25
(122 )
Decrease related to lapse in statute of limitation
(103 )
(222 )
Balance at December 31
$
1,951
$
1,943
CTS CORPORATION 67
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Our continuing practice is to recognize interest and/or penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024 and 2023,
$39 and $39, respectively, of interest and penalties were accrued.
We are subject to taxation in the U.S., various states, and in non-U.S. jurisdictions. Our U.S. income tax returns are primarily subject to examination from 2020
through 2023; however, U.S. tax authorities also have the ability to review prior tax years to the extent loss carry-forwards and tax credit carry-forwards are
utilized. The open years for the non-U.S. tax returns range from 2014 through 2023 based on local statutes.
NOTE 20 — Segment Information
The Company designs, manufactures, and sells a broad line of sensors, connectivity components, and actuators across multiple end markets in North America,
Asia, and Europe. Our Chief Operating Decision Maker (“CODM”), who is our Chair, President and Chief Executive Officer, analyzes the results of our
business through one reportable segment. Our CODM evaluates the operating results and performance through Net earnings, which are reported on the
Consolidated Statements of Earnings. These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance
between periods and to monitor budget-to-actual variances on a monthly basis. To manage operations and make decisions regarding resource allocations, our
CODM is regularly provided and reviews expense information at a consolidated level for our Cost of goods sold, Selling, general, and administrative expenses
and Research and Development expenses, which are reported on the Consolidated Statements of Earnings. Currently, a focus is being placed on sales growth,
diversification, and profitability. The measure of segment assets is reported on the Consolidated Balance Sheet as Total Assets, but the CODM does not use
discrete balance sheet information in assessing performance and allocating resources.
NOTE 21 — Geographic Data
Financial information relating to our operations by geographic area were as follows:
Years Ended December 31,
Net Sales
2024
2023
2022
United States
$
299,150 $
302,530 $
326,561
China
89,357
108,683
115,980
Czech Republic
41,265
42,068
35,990
Denmark
29,661
29,208
17,864
Taiwan
22,186
22,619
30,199
Singapore
21,137
29,912
48,288
Other non-U.S.
13,015
15,402
11,987
Consolidated net sales
$
515,771 $
550,422 $
586,869
Sales are attributed to countries based upon the origin of the sale.
Years Ended December 31,
Long-Lived Tangible Assets
2024
2023
United States
$
33,283 $
28,533
China
23,752
25,847
Mexico
19,373
19,693
Czech Republic
8,674
7,840
Taiwan
5,530
6,321
Other non-U.S
3,745
4,358
Consolidated long-lived assets
$
94,357 $
92,592
CTS CORPORATION 68
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CTS CORPORATION
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance at
Beginning
of Period
Charged to
Expense
Charged
to Other
Accounts
Write-offs /
Recoveries
Balance
at End
of Period
Year ended December 31, 2024 Allowance for
credit losses
$
931 $
91 $
— $
(292 ) $
730
Year ended December 31, 2023 Allowance for
credit losses
$
1,236 $
125 $
— $
(430 ) $
931
Year ended December 31, 2022 Allowance for
credit losses
$
1,657 $
97 $
(22 ) $
(496 ) $
1,236
CTS CORPORATION 69
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure and Controls
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the
period covered by this Annual Report on Form 10-K were effective in providing reasonable assurance that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal
controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits
of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within CTS Corporation have been detected.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange
Act). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated
Framework (2013 framework).
We have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of SyQwest, LLC, which we
acquired in 2024. At December 31, 2024 and for the period from acquisition through December 31, 2024 total assets and revenues subject to SyQwest's internal
control over financial reporting represented 18% and 3% of our consolidated total assets and total revenues as of and for the year ended December 31, 2024.
Based on our assessment under the framework in Internal Control—Integrated Framework (2013 framework), our management concluded that our internal
control over financial reporting was effective as of December 31, 2024. The effectiveness of our internal control over financial reporting as of December 31,
2024 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report that is included herein.
(c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting for the quarter ended December 31, 2024 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
CTS CORPORATION 70
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
CTS Corporation
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of CTS Corporation (an Indiana corporation) and subsidiaries (the “Company”) as of December 31,
2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated
financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 26, 2025 expressed an unqualified opinion
on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting
(“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of SyQwest,
LLC, a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 18 and 3 percent, respectively, of the related
consolidated financial statement amounts as of and for the year ended December 31, 2024. As indicated in Management’s Report, SyQwest, LLC was acquired
during 2024. Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial
reporting of SyQwest, LLC.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Chicago, Illinois
February 26, 2025
CTS CORPORATION 71
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Item 9B. Other Information
During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or
terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Please see Part I, Item 1 of this Annual Report on Form 10-K for information about our executive officers, which is incorporated by reference herein.
Information with respect to our directors and our corporate governance policies and practices, including our insider trading policy, may be found in our
definitive proxy statement to be delivered to shareholders in connection with our 2025 Annual Meeting of Shareholders. Such information is incorporated herein
by reference.
Item 11. Executive Compensation
Information with respect to this item may be found in our definitive proxy statement to be delivered to shareholders in connection with our 2025 Annual
Meeting of Shareholders. Such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information with respect to this item may be found in our definitive proxy statement to be delivered to shareholders in connection with our 2025 Annual
Meeting of Shareholders. Such information is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about shares of CTS common stock that could be issued under all of our equity compensation plans as of December
31, 2024:
Plan Category
(a)
Number of
Securities to
be Issued Upon
Exercise of
Outstanding
Options, Warrants and
Rights
(b)
Weighted-
Average Excercise Price
of Outstanding
Options,
Warrants and
Rights
(c)
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected
in Column(a))
Equity compensation plans approved by security holders
796,787 $
36.48
1,211,474
Equity compensation plans not approved by security holders
4,722
—
—
Total
801,509
1,211,474
(1)
In 1990, we adopted the Stock Retirement Plan for Non-Employee Directors. Prior to December 1, 2004, we annually credited an account for each non-
employee director with 800 CTS common stock units. We also annually credited each deferred stock account with an additional number of CTS common
stock units representing the amount of dividends which would have been paid on an equivalent number of shares of CTS common stock for each quarter
during the preceding calendar year. As of December 1, 2004, this plan was amended to preclude crediting any additional CTS common stock units under
the plan. Upon retirement, a participating non-employee director is entitled to receive one share of CTS common stock for each CTS common stock unit
in his deferred stock account. On December 31, 2024, the deferred stock accounts contained a total of 4,722 CTS common stock units.
(2)
Based on achievement of the maximum targets for performance-based equity grants. As a result, this aggregate reported number may overstate actual
dilution. The weighted-average exercise price disclosed in column (b) does not take either the deferred stock account holdings or these performance-
based equity grants into account.
(2)
(2)
(3)
(1)
CTS CORPORATION 72
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(3)
All of these shares may be issued with respect to award vehicles other than just stock options or stock appreciation rights or other rights to acquire
shares.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information with respect to this item may be found in our definitive proxy statement to be delivered to shareholders in connection with our 2025 Annual
Meeting of Shareholders. Such information is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to this item may be found in our definitive proxy statement to be delivered to shareholders in connection with our 2025 Annual
Meeting of Shareholders. Such information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information with respect to the aggregate fees billed to us by our principal accountant, Grant Thornton LLP (PCAOB ID No. 248), may be found in our
definitive proxy statement to be delivered to shareholders in connection with our 2025 Annual Meeting of Shareholders. Such information is incorporated herein
by reference.
CTS CORPORATION 73
Table of Contents
PART IV
Item 15. Exhibits and Financial Statements Schedules
(a) (1) Financial Statements
The financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data.”
(a) (2) Financial Statement Schedule:
Schedule II: Valuation and Qualifying Accounts and Reserves
Other schedules have been omitted because they are not applicable, or the required information is shown in the Consolidated Financial Statements or Notes
thereto.
(a) (3) Exhibits
All references to documents filed pursuant to the Securities Exchange Act of 1934, including Forms 10-K, 10-Q and 8-K, were filed by CTS, File No. 1-4639.
(3)(i)
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3 to the Current Report on Form 8-K, filed with the SEC on
June 3, 2022).
(3)(ii)
Amended and Restated Bylaws of CTS Corporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with
the SEC on May 13, 2024).
(4)(1)
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 24, 2023).
(10)(a)
CTS Corporation Stock Retirement Plan for Non-Employee Directors, effective April 30, 1990, as amended (incorporated by reference to Exhibit
(10)(a) to the Quarterly Report on Form 10-Q for the quarter ended March 30, 2003, filed with the SEC on April 23, 2003).*
(10)(b)
Amendment to the CTS Corporation Stock Retirement Plan for Non-Employee Directors, dated as of December 1, 2004 (incorporated by reference
to Exhibit (10)(j) to the Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 4, 2005).
(10)(c)
Prototype Individual Excess Benefit Retirement Plan (incorporated by reference to Exhibit 10(d) to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 2007, filed with the SEC on October 24, 2007).*
(10)(d)
CTS Corporation Executive Severance Policy, effective as of September 10, 2009 (incorporated by reference to Exhibit 10 to the Quarterly Report
on Form 10-Q for the quarter ended September 27, 2009, filed with the SEC on October 28, 2009).*
(10)(e)
Prototype Change in Control Agreement (incorporated by reference to Exhibit 10(x) to the Annual Report on Form 10-K for the year ended
December 31, 2011, filed with the SEC on February 24, 2012).*
(10)(f)
First Amendment to the CTS Corporation Executive Severance Policy (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form
10-Q for the quarter ended March 31, 2013, filed with the SEC on April 25, 2013).*
(10)(g)
CTS Corporation 2014 Performance and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K, filed with the
SEC on May 22, 2014).*
(10)(h)
Credit Agreement by and among CTS Corporation, the Lenders from time to time parties thereto, and BMO Harris Bank N.A, as L/C Issuer and
Administrative Agent dated December 15, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC on December 17,
2021).
(10)(i)
CTS Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K, filed with the SEC
on February 18, 2015)
(10)(j)
CTS Corporation 2018 Equity and Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K, filed with the SEC on
May 22, 2018).
CTS CORPORATION 74
Table of Contents
(10)(k)
Form Restricted Stock Unit Agreement (service-based) under the CTS Corporation 2018 Equity and Incentive Compensation Plan, covering grants
made in 2021, 2022 and 2023, (incorporated by reference to Exhibit 10(a) to Form 10-Q filed with the SEC on April 27, 2023).
(10)(l)
Form Restricted Stock Unit Agreement (performance-based) under the CTS Corporation 2018 Equity and Incentive Compensation Plan, covering
certain grants made in 2020, (incorporated by reference to Exhibit 10(b) to Form 10-Q filed with the SEC on April 27, 2023).
(10)(m)
Form Restricted Stock Unit Agreement (performance-based) under the CTS Corporation 2018 Equity and Incentive Compensation Plan, covering
grants made in 2021, (incorporated by reference to Exhibit 10(c) to Form 10-Q filed with the SEC on April 27, 2023).
(10)(n)
Form Restricted Stock Unit Agreement (performance-based) under the CTS Corporation 2018 Equity and Incentive Compensation Plan, covering
grants made in 2022, (incorporated by reference to Exhibit 10(d) to Form 10-Q filed with the SEC on April 27, 2023).
(10)(o)
Form Restricted Stock Unit Agreement (performance-based) under the CTS Corporation 2018 Equity and Incentive Compensation Plan, covering
grants made in 2023, (incorporated by reference to Exhibit 10(e) to Form 10-Q filed with the SEC on April 27, 2023).
(19)
Insider Trading Policy
(21)
Subsidiaries
(23)
Consent of Grant Thornton LLP.
(31)(a)
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31)(b)
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)(a)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32)(b)
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Compensation Clawback Policy
101
The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline
XBRL: (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Earnings, (iii) Consolidated Balance Sheets, (iv)
Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements,
tagged as blocks of text and including detailed tags.
104
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL
*
Management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
CTS CORPORATION 75
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
CTS Corporation
Date: February 26, 2025
By:
/s/ Ashish Agrawal
Ashish Agrawal
Vice President and Chief Financial Officer
(Principal Financial Officer & Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date: February 26, 2025
By:
/s/ Kieran O'Sullivan
Kieran O'Sullivan
Chairman, President, and Chief Executive Officer
(Principal Executive Officer)
Date: February 26, 2025
By:
/s/ Robert A. Profusek
Robert A. Profusek
Lead Director
Date: February 26, 2025
By:
/s/ William S. Johnson
William S. Johnson
Director
Date: February 26, 2025
By:
/s/ Alfonso G. Zulueta
Alfonso G. Zulueta
Director
Date: February 26, 2025
By:
/s/ Donna M. Costello
Donna M. Costello
Director
Date: February 26, 2025
By:
/s/ Randy Stone
Randy Stone
Director
Date: February 26, 2025
By:
/s/ Amy Dodrill
Amy Dodrill
Director
CTS Corporation
Insider Trading Policy
I.
Introduction
The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws
by CTS Corporation and its subsidiaries (the “Company”) and all directors and employees thereof (and members of the
forgoing persons’ immediate families and households and entities controlled by such persons), in order to preserve the
reputation and integrity of the Company, as well as that of all persons affiliated with it. This Policy also applies to any
person doing business on behalf of the Company or representing the Company such as agents, contract employees,
temporary employees, consultants, and contractors. Questions regarding this Policy should be directed to the General
Counsel of the Company (the “General Counsel”).
II.
Policy
It is the Company’s policy to comply with all applicable federal and state securities laws, including those relating
to buying or selling securities of the Company (“Company Securities”). In the course of conducting the Company’s
business, directors and employees of the Company may become aware of material, nonpublic information (this so-called
“material, nonpublic information” is defined in Section IV below) regarding the Company or other companies with which
we do business (“Company Partners”). Directors and employees of the Company (and members of the forgoing persons’
immediate families and households and entities controlled by such persons) may not transact (including charitable gifts)
in Company Securities, or securities of any Company Partner, while in possession of material, nonpublic information
regarding the Company or such Company Partner, as applicable, obtained during the course of employment or other
involvement with Company business, even if the decision to transact is not based upon the material, nonpublic
information.
In addition, entities controlled by any person covered by this Policy, such as trusts or foundations, may not
transact in such securities while the person is in possession of such material, nonpublic information. If you have material,
nonpublic information, you may not disclose that information to others, even to family members or other employees,
except for employees whose job responsibilities require the information or except as otherwise permitted under this
Policy.
This Policy will continue to apply to any person whose relationship with the Company terminates as long as the
person possesses material, nonpublic information that he or she obtained in the course of his or her employment or
relationship with the Company.
III.
Applicability
The general policy stated above applies to all directors and employees of the Company. In order to ensure
compliance with this Policy, the Board of Directors of the Company has adopted the following additional procedures,
which apply to (a) directors and “officers” (as defined in Section 16 of the Securities Exchange Act of 1934 (the
“Exchange Act”), “Officers”) of the Company and (b) such additional employees and representatives of the Company and
its wholly-owned subsidiaries as determined from time to time by the General Counsel (such individuals in clauses (a)
and (b) are referred to collectively herein as “Covered Persons”) and their Related Persons (as defined in Section IV.D.
below). The Company has determined that these Covered Persons are likely to have access to material, nonpublic
information by virtue of their positions with the Company. These procedures apply regardless of the dollar amount of the
transaction or the source of the material, nonpublic information. Any questions regarding the applicability of this Policy to
a specific situation should be referred to the General Counsel.
IV.
Definition/Explanations
A.
Who is an “Insider”?
The concept of “insider” is broad. Any person who possesses material, nonpublic information is considered an
insider as to that information. Insiders include Company directors, Officers, employees, independent contractors and
those persons in a special relationship with the Company (e.g., its auditors, consultants or attorneys). The definition of
an insider is transaction specific; that is, an individual is an insider with respect to each material, nonpublic item of which
he or she is aware.
B.
What is “Material” Information?
Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it
important in making a decision to buy, sell or hold a security or where the fact is likely to have a significant effect on the
market price of the security. There is no bright-line standard for assessing materiality; rather, materiality is based on an
assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of
hindsight. Material information can be positive or negative and can relate to virtually any aspect of a company’s business
or to any type of security, debt or equity. Some examples of information that may be deemed to be material include:
•
unpublished financial results (including earnings estimates);
•
unpublished statistics about sales;
•
news of a pending or proposed significant Company transaction;
•
major litigation;
•
recapitilizations;
•
significant changes in strategic objectives;
•
a change in control or a significant change in management;
•
news of a significant sale or impairment of assets;
•
changes in dividend policies;
•
cybersecurity incidents; and
•
financial liquidity problems.
The above list is only illustrative and many other types of information may be considered “material” depending on the
circumstances. The materiality of particular information is subject to reassessment on a regular basis. When in doubt,
please contact the General Counsel.
C.
What is “Nonpublic” Information?
Information is “nonpublic” if it is not available to the general public. In order for information to be considered
public, it must be widely disseminated in a manner making it generally available to the public, such as through a report
furnished or filed with the Securities and Exchange Commission or through a press release or the newswire services.
The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.
In addition, even after a public announcement of material information, a reasonable period of time must elapse in order
for the market to absorb and react to the information.
Generally, one should allow one full trading day following publication as a reasonable waiting period before such
information is deemed to be public. Therefore, if an announcement is made before the commencement of trading on a
Monday, a Covered Person may transact in Company Securities starting on Tuesday of that week, because one full
trading day would have elapsed by then (all of Monday). If the announcement is made on Monday after trading begins,
Covered Persons may not transact in Company Securities until Wednesday. If the announcement is made on Friday
after
trading begins, Covered Persons may not transact in Company Securities until Tuesday of the following week. Note that
this restriction is in addition to any other restrictions that apply under this Policy, including the requirement that
transactions by certain Covered Persons be pre-cleared (see Section V.C. below) and that transactions by Covered
Persons occur during specified trading windows (see Section V.H. below).
D.
Who is a “Related Person”?
For purposes of this Policy, a “Related Person” includes (1) your spouse, minor children and anyone else living in
your household, (2) partnerships in which you are a general partner, (3) corporations in which you either singly or
together with other “Related Persons” own a controlling interest, (4) trusts of which you are a trustee, settlor or
beneficiary, (5) estates of which you are an executor or beneficiary, or (6) any other group or entity you control, including
where you have or share with others the power to decide whether to buy or sell Company Securities. Although a
person’s parent, child or sibling may not be considered a Related Person (unless living in the same household), a parent
or sibling may be a “tippee” for securities laws purposes. See Section V.D. below for a discussion on the prohibition on
“tipping.”
V.
Guidelines
A.
Non-disclosure of Material, Nonpublic Information
Material, nonpublic information must not be disclosed to anyone, except the designated persons within the
Company or certain third-party agents of the Company who are subject to confidentiality obligations (such as investment
banking advisors or outside legal counsel) whose positions require them to know it, until such information has been
publicly released by the Company.
B.
Prohibited Trading in Company Securities
No Covered Persons or their Related Persons may transact in Company Securities or recommend that another
person transact in Company Securities (excluding the exercise of options (see Section V.C. below), other than as
described in Section V.H. below) outside of a trading window (see Section V.H. below) or when he or she has knowledge
of material, nonpublic information concerning the Company that has not been disclosed to the public, except as permitted
under a pre-arranged trading plan (see Section V.I. below).
C.
Twenty-Twenty Hindsight/Pre-Clearance
If securities transactions ever become the subject of scrutiny, they are likely to be viewed after-the-fact with the
benefit of hindsight. Therefore, (a) directors and Officers of the Company and (b) certain other Covered Persons as
determined from time to time by the General Counsel (such individuals in clauses (a) and (b) are referred to collectively
herein as “Pre-Clearance Persons”) and their Related Persons must obtain prior clearance from the General Counsel, or
his or her designee, before he, she or any of his or her Related Persons makes any transaction in Company Securities.
Pre-clearance may only be obtained by submitting the Pre-Trading Clearance and Certification Form attached hereto as
Annex A. Each proposed transaction will be evaluated to determine if it raises insider trading concerns or other concerns
under the federal or state securities laws and regulations or otherwise. Any advice will relate solely to the restraints
imposed by law and will not constitute advice regarding the investment aspects of any transaction. Clearance of a
transaction is valid only for a 48-hour period. If the transaction order is not placed within that 48-hour period, clearance
of the transaction must be re-requested. If clearance is denied, the fact of such denial must be kept confidential by the
person requesting such clearance.
D.
“Tipping” Information to Others
Insiders may be liable for communicating or tipping material, nonpublic information to any third party (“tippee”),
not limited to just Related Persons. Further, insider trading violations are not limited to trading or tipping by insiders.
Persons other than insiders also can be liable for insider trading,
including tippees who trade on material, nonpublic information tipped to them and individuals who trade on material,
nonpublic information that has been misappropriated. Tippees inherit an insider’s duties and are liable for trading on
material, nonpublic information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider
trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s
liability for insider trading is no different from that of an insider. Tippees can obtain material, nonpublic information by
receiving overt tips from others or through, among other things, conversations at social, business or other gatherings.
Therefore, Covered Persons are required to keep completely and strictly confidential all nonpublic information relating to
the Company.
E.
Avoid Speculation and Hedging
Investing in Company Securities provides an opportunity to share in the future growth of the Company.
Investment in the Company and sharing in the growth of the Company, however, does not mean short-range speculation
based on fluctuations in the market. Covered Persons and their Related Persons may not trade in options, warrants,
puts and calls or similar derivative instruments relating to Company Securities or sell Company Securities “short.” Such
activities may put the personal gain of the Covered Person or Related Person in conflict with the best interests of the
Company and its securityholders. Covered Persons and their Related Persons are also prohibited from participating in
on-line chat rooms, blogging or commenting in social media on any matter that relates to the Company’s business or
financial performance or Company Securities.
Anyone may, of course, exercise options granted to them by the Company and, subject to the restrictions
discussed in this Policy and other applicable Company policies, sell shares acquired through exercise of options.
In addition, Covered Persons and their Related Persons may not engage in hedging or monetization
transactions, such as zero-cost collars and forward sale contracts. Such transactions may provide ownership in
Company Securities without the full risks and rewards of such ownership and, as a result, are not aligned with the
interests of our securityholders.
F.
Margin Accounts and Pledges
Company Securities held in a Covered Person’s margin account or pledged as collateral for a loan may be sold
without a Covered Person’s consent by the broker if the Covered Person fails to meet a margin call or by the lender in
foreclosure if the Covered Person defaults on the loan. A margin or foreclosure sale that occurs when the Covered
Person is aware of material, nonpublic information may, under some circumstances, result in unlawful insider trading.
Because of this danger, Covered Persons and their Related Persons may not hold Company Securities in a margin
account or pledge Company Securities as collateral for a loan.
G.
Trading in Securities of Company Partners
No Covered Person or Related Person may place purchase or sell orders or recommend that another person
place a purchase or sell order in the securities of a Company Partner if the person learns of material, nonpublic
information about the Company Partner in the course of his/her service to, or employment with, the Company.
H.
Trading Window
In addition to being subject to all of the other limitations in this Policy, Covered Persons and their Related
Persons may not transact in Company Securities during the period beginning on the last day of a Company quarterly or
annual reporting period and ending one full trading day after the release of the Company quarterly and year-end earnings
announcement (except as permitted under a pre-arranged trading plan as described in Section V.I. below). This Policy
does not apply to the exercise of stock options for cash and if the exercise does not involve the sale of any Company
Securities, other than Company Securities acquired by the Company in a true “cashless” exercise. In addition, even if
the trading window is otherwise open, Covered Persons and their Related Persons cannot transact in Company
Securities while they are in possession of material, nonpublic information, and Pre-Clearance Persons and their Related
Persons still must receive pre-clearance.
From time to time, however, the Company, through the General Counsel, may close trading during a window
period in the light of developments that could involve material, nonpublic information. In these situations, the General
Counsel will notify particular individuals that they should not transact in Company securities (except as permitted under a
pre-arranged trading plan as described in Section V.I. below) and should not disclose to others the fact that the trading
window has been closed. If the relationship of an individual with the Company should terminate while such a notice is in
effect, the prohibition will continue to apply until the General Counsel gives notice that the prohibition has been lifted.
I.
Pre-arranged Trading Plans
Rule 10b5-1 promulgated under the Exchange Act (“Rule 10b5-1”) provides a defense from insider trading
liability if trades occur pursuant to a pre-arranged “trading plan” that meets specified conditions. Under this rule, if you
enter into a binding contract, an instruction or a written plan that specifies the amount, price and date on which securities
are to be purchased or sold, and if these arrangements are established at a time when you do not possess material,
nonpublic information, then you may claim a defense to insider trading liability if the transactions under the trading plan
occur at a time when you have subsequently learned material, nonpublic information. Arrangements under the rule may
specify the amount, price and date through a formula or may specify trading parameters which another person has
discretion to administer, but you must not exercise any subsequent discretion affecting the transactions, and if your
broker or any other person exercises discretion in implementing the trades, you must not influence his or her actions and
he or she must not possess any material, nonpublic information at the time of the trades. While trading plans can be
established for a single trade or a series of trades, the Company prefers that your trading plan be established for a series
of trades because Rule 10b5-1 places certain limitations on single trade plans.
It is important that you document the details of a trading plan properly. Please note that, in addition to the
requirements of a trading plan described above, there are a number of additional procedural conditions to Rule 10b5-1
that must be satisfied before you can rely on a trading plan as an affirmative defense against an insider trading charge.
These requirements include that you act in good faith, that you not modify your trading instructions while you possess
material, nonpublic information, that you not use multiple overlapping plans (subject to certain exceptions), and that you
not enter into or alter a corresponding or hedging transaction or position. Because this rule is complex, the Company
recommends that you work with a broker and the General Counsel and be sure you fully understand the limitations and
conditions of the rule before you establish a trading plan.
All trading plans must be reviewed and approved by the General Counsel before they are implemented. The
General Counsel must also review and approve any amendment or modification of a trading plan and approve the early
termination of any trading plan, in each case prior to any such amendment, modification or termination.
J.
No Circumvention
No circumvention of this Policy is permitted. Do not try to accomplish indirectly what is prohibited directly by this
Policy. The short-term benefits to an individual cannot outweigh the potential liability that may result when an employee
is involved in the illegal trading of securities.
VI.
Penalties for Insider Trading
Penalties for trading on or communicating material, nonpublic information are severe, both for individuals
involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below
even if he or she does not permanently benefit from the violation. Penalties include:
•
civil injunctions;
•
treble damages;
•
disgorgement of profits;
•
jail sentences of up to 20 years and criminal fines of up to $5 million per violation;
•
civil fines for the person who committed the violation of up to three times the profit gained or loss avoided,
whether or not the person actually benefited;
•
fines for the employer or other controlling/supervisory person of up to the greater of $1.2 million or three times
the amount of the profit gained or loss avoided plus, in the case of entities only, a criminal penalty of up to
$2.5 million; and
•
criminal penalties up to 25 years in prison for knowingly executing a “scheme or artifice to defraud any person”
in connection with any registered securities.
In addition, any violation of this Policy can be expected to result in serious sanctions by the Company, including
dismissal of the persons involved.
VII.
Acknowledgment
All Covered Persons must certify in writing that they have read and intend to comply with the procedures set forth
in this Policy. See Annex B. Additionally, your broker-dealer will need to sign a Broker Instruction and Representation
Letter in the event you establish a Rule 10b5-1 trading plan. See Annex C.
VIII. Amendment; Waivers
The Board of Directors of the Company reserves the right to amend this Policy at any time. The Board of
Directors of the Company, a committee of the Board, and, in some circumstances, their designees, may grant a waiver of
this Policy on a case-by-case basis, but only under special circumstances.
ANNEX A
CTS CORPORATION
Pre-Trading Clearance and Certification Form
I desire to make a transaction in securities of CTS Corporation (the “Company”) consisting of:
(describe proposed transaction)
I hereby certify that I have read the Company’s Insider Trading Policy, and I am not now in possession of any
material, nonpublic information concerning the Company. I intend to execute this transaction within two days of approval.
I understand that I must resubmit this form if the transaction does not take place within that time.
Date
Signature/Certification
Name (print legibly)
Title
The above transaction is: ¨ Approved if made within 2 business days of
Approval Date:
¨
Not Approved
Vice President, General Counsel & Secretary
ANNEX B
ACKNOWLEDGEMENT OF POLICY
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532
To the General Counsel:
I acknowledge that I have read and understand the CTS Corporation Insider Trading Policy and agree to abide by its
provisions.
Signature:
Name (Please Print):
Title:
ANNEX C
CTS CORPORATION
Sample Broker Instruction/Representation Letter
(Name of Employee)
(Address)
(Telephone/Fax/E-mail)
(Date)
(Name of Broker)
(Name of Brokerage House)
(Address)
Dear (Name of Broker):
With regard to my holdings of securities in CTS Corporation (the “Company”) and those of my related parties, (names of related parties), held in
my account with you, I instruct you:
1.
Not to enter any order (except for orders under and pursuant to pre-approved Rule 10b5-1 plans) without first:
•
verifying with the Company that the transaction was pre-cleared by contacting the Company’s General Counsel at
general.counsel@ctscorp.com; and
•
complying with your firm’s compliance procedures (e.g., Rule 144)
2.
To report immediately to the Company in writing via e-mail to general.counsel@ctscorp.com the details of every transaction
involving Company stock including gifts, transfers and pledges, and all Rule 10b5-1 transactions.
Please execute and return both of the enclosed copies of this representation letter in the enclosed business-reply envelope to:
CTS Corporation
4925 Indiana Avenue
Lisle, IL 60532
Attn: General Counsel
Sincerely,
/s/ (Employee)
Acknowledgement
On behalf of (Name of Brokerage Firm) and the for myself, I acknowledge the foregoing instructions with regard to the holdings of (Name of
Insider) and his/her related parties holdings of securities of CTS Corporation and signify my agreement to comply with them.
/s/
Date_____/_____/_____
Name of Broker
Exhibit (21)
CTS CORPORATION AND SUBSIDIARIES
As of December 31, 2024
CTS Corporation (Registrant), an Indiana corporation
Subsidiary:
Jurisdiction
CTS Corporation
Delaware
CTS Automotive Holdings, LLC
Delaware
CTS Advanced Materials, LLC
Delaware
CTS Electronic Components, Inc.
Delaware
LTB Investment Corporation
Delaware
Filter Sensing Technologies, Inc.
Delaware
Tusonix, LLC
Arizona
CTS Electronic Components (California), Inc.
California
CTS Printex, Inc.
California
CTS Automotive, L.L.C
Illinois
CTS Automotive Holdings 2, LLC
Illinois
CTS SRL-CV Holdings 1, LLC
Illinois
CTS Valpey Corporation
Maryland
Dynamics Corporation of America
New York
CTS Czech Republic s.r.o.
Czech Republic
CTS Europe GmbH
Germany
CTS Electronic Hong Kong Limited
Hong Kong Special Administrative Region of the People’s Republic of China
CTS India Private Limited
India
CTS Japan, Inc.
Japan
CTS Electro de Mexico S. de R.L. de C.V.
Mexico
CTS International B.V.
The Netherlands
CTS Overseas Holdings B.V.
The Netherlands
CTS (Tianjin) Electronics Co., Ltd.
People’s Republic of China
CTS (Zhongshan) Technology Co. Ltd.
People’s Republic of China
CTS Components Taiwan, Ltd.
Republic of China
CTS Electro de Matamoros, S de R.L. de C.V.
Mexico
Technologia Mexicana, S de R.L. de C.V.
Mexico
CTS of Panama, S de R.L.
Republic of Panama
CTS Singapore Pte. Ltd.
Republic of Singapore
CTS Corporation U.K. Limited
Scotland
CTS Denmark Holding A/S
Denmark
CTS Denmark A/S
Denmark
CTS Ceramics Czech Republic s.r.o.
Czech Republic
MAQ Holdings Pte. Ltd.
Republic of Singapore
Quality Thermistor, Inc.
Idaho
Tecate Assembly Services, Inc.
Idaho
Tecate Investments, LLC
Delaware
Tecate Holdings, LLC
Delaware
TEWA Sensors LLC
Utah
Componentes de Calidad, S. de R.L. de C.V.
Mexico
Sensor Scientific, Inc.
New Jersey
Sensor Scientific Phils., Inc.
Republic of Philippines
CTS NA Services, S. de R.L. de C.V.
Mexico
TEWA Temperature Sensors sp. zo.o
Poland
maglab AG
Switzerland
SyQwest, LLC
Rhode Island
Exhibit (23)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated February 26, 2025, with respect to the consolidated financial statements and internal control over financial reporting included
in the Annual Report of CTS Corporation on Form 10-K for the year ended December 31, 2024. We consent to the incorporation by reference of said reports in
the Registration Statements of CTS Corporation on Forms S-8 (File No.333-226371, File No. 333-198235, File No. 333-159542, File No. 333-116287, and File
No. 333-62202).
/s/ GRANT THORNTON LLP
Chicago, Illinois
February 26, 2025
EXHIBIT (31)(a)
CERTIFICATION
I, Kieran O’Sullivan, certify that:
1.
I have reviewed this annual report on Form 10-K of CTS Corporation:
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; and
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for
external purposes in accordance with generally accepted accounting principles; and
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 26, 2025
/s/ Kieran O’Sullivan
Kieran O’Sullivan
Chairman, President and Chief Executive Officer
EXHIBIT (31)(b)
CERTIFICATION
I, Ashish Agrawal, certify that:
1.
I have reviewed this annual report on Form 10-K of CTS Corporation:
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; and
(b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for
external purposes in accordance with generally accepted accounting principles; and
(c)
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: February 26, 2025
/s/Ashish Agrawal
Ashish Agrawal
Vice President and Chief Financial Officer
EXHIBIT (32)(a)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of CTS Corporation (the Company) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and
Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 26, 2025
/s/ Kieran O’Sullivan
Kieran O’Sullivan
Chairman, President and Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to CTS Corporation and will be retained by CTS Corporation and furnished to the Securities
and Exchange Commission or its staff upon request.
EXHIBIT (32)(b)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of CTS Corporation (the Company) on Form 10-K for the year ended December 31, 2024, as filed with the Securities and
Exchange Commission on the date hereof (the Report), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 26, 2025
/s/Ashish Agrawal
Ashish Agrawal
Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to CTS Corporation and will be retained by CTS Corporation and furnished to the Securities
and Exchange Commission or its staff upon request.
Final
Approved August 16, 2023
1
CTS CORPORATION
Compensation Clawback Policy
Effective October 2, 2023
Purpose
As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the
Board of Directors (the “Board”) of CTS Corporation (the “Company”) has adopted this Compensation Clawback Policy
(the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a
Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).
Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation
and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange
Commission (the “SEC”), the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock
Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery
requirements (collectively, the “Final Guidance”). Questions regarding this Policy should be directed to the Company’s
General Counsel.
Policy Statement
Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each
Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer in the event that the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including any required accounting restatement to correct an error
in previously issued financial statements that is material to the previously issued financial statements, or that would result
in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an
“Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo
such recovery under this Policy from such Covered Officer.
Covered Officers
For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the
Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board or the Compensation
and Talent Committee of the Board (the “Committee”). Covered Officers include, at a minimum, “executive officers” as
defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.
Final
Approved August 16, 2023
2
Covered Compensation
For purposes of this Policy:
•
“Covered Compensation” is defined as the amount of Incentive-Based Compensation (as defined below)
Received during the applicable Recovery Period (as defined below) that exceeds the amount of Incentive-
Based Compensation that otherwise would have been Received during such Recovery Period had it been
determined based on the relevant restated amounts, and computed without regard to any taxes paid.
Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if:
(i) it is Received on or after October 2, 2023; (ii) it is Received after such Covered Officer begins service as a
Covered Officer; (iii) such Covered Officer served as a Covered Officer at any time during the performance
period for such Incentive-Based Compensation; and (iv) it is Received while the Company has a class of
securities listed on a national securities exchange or a national securities association.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of
erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the
information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed
to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting
Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was
Received, and the Company will maintain and provide to the Stock Exchange documentation of the
determination of such reasonable estimate.
•
“Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based
wholly or in part upon the attainment of a Financial Reporting Measure (as defined below). For purposes of
clarity, Incentive-Based Compensation includes compensation that is in any plan, other than tax-qualified
retirement plans, including long term disability, life insurance, and supplemental executive retirement plans,
and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on
notional amounts of Incentive-Based Compensation contributed to such plans.
•
“Financial Reporting Measure” is defined as a measure that is determined and presented in accordance with
the accounting principles used in preparing the Company’s financial statements, and any measures that are
derived wholly or in part from such measures. Stock price and total shareholder return are also Financial
Reporting Measures.
•
Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the
Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the
payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Final
Approved August 16, 2023
3
Recovery Period
For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years
immediately preceding the Trigger Date (as defined below) and, if applicable, any transition period resulting from a change
in the Company’s fiscal year within or immediately following those three completed fiscal years (provided, however, that
if a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year
comprises a period of nine to 12 months, such period would be deemed to be a completed fiscal year).
For purposes of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting
Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take
action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to
prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the
Company to prepare the Accounting Restatement.
Clawback Exceptions
The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an
Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a
determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act (under such
circumstances, a “Clawback Exception” applies):
•
the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be
recovered (and the Company has already made a reasonable attempt to recover such erroneously awarded
Covered Compensation from such Covered Officer, has documented such reasonable attempt(s) to recover,
and has provided such documentation to the Stock Exchange);
•
recovery would violate home country law that was adopted prior to November 28, 2022 (and the Company
has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery
would result in such a violation, and provided such opinion to the Stock Exchange); or
•
recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly
available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section
411(a) of the Internal Revenue Code and regulations thereunder. For purposes of clarity, this Clawback
Exception only applies to tax-qualified retirement plans and does not apply to other plans, including long term
disability, life insurance, and supplemental executive retirement plans, or any other compensation that is
based on Incentive-Based Compensation in such plans, such as earnings accrued on notional amounts of
Incentive-Based Compensation contributed to such plans.
Final
Approved August 16, 2023
4
Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered
Officer against the loss of erroneously awarded Covered Compensation.
Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive
authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify, replace and/or enforce (in
whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity,
inconsistency or conflict in the Policy, subject to the Final Guidance. The Committee will review the Policy from time to
time and will have full and exclusive authority to take any action it deems appropriate.
The Committee will have the authority to offset any compensation or benefit amounts that become due to the
applicable Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as
amended, and as it deems necessary or desirable to recover any Covered Compensation.
Each Covered Officer, upon being so designated or assuming such position, is required to execute and deliver to the
Company’s General Counsel an acknowledgment of and consent to this Policy, in a form reasonably acceptable to and
provided by the Company from time to time, (i) acknowledging and consenting to be bound by the terms of this Policy, (ii)
agreeing to fully cooperate with the Company in connection with any of such Covered Officer’s obligations to the
Company pursuant to this Policy, and (iii) agreeing that the Company may enforce its rights under this Policy through any
and all reasonable means permitted under applicable law as it deems necessary or desirable under this Policy.
Disclosure
This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be
disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended,
the Exchange Act, and related rules and regulations, including the Final Guidance.
Final
Approved August 16, 2023
[Compensation Clawback Policy Acknowledgment and Consent]
CTS CORPORATION
Compensation Clawback Policy Acknowledgment and Consent
The undersigned hereby acknowledges that he or she has received and reviewed a copy of the Compensation Clawback Policy
(the “Policy”) of CTS Corporation (the “Company”), effective as of October 2, 2023, as adopted by the Company’s Board of
Directors.
Pursuant to such Policy, the undersigned hereby:
•
acknowledges that he or she has been designated as (or assumed the position of) a “Covered Officer” as defined in
the Policy;
•
acknowledges and consents to the Policy;
•
acknowledges and consents to be bound by the terms of the Policy;
•
agrees to fully cooperate with the Company in connection with any of the undersigned’s obligations to the
Company pursuant to the Policy; and
•
agrees that the Company may enforce its rights under the Policy through any and all reasonable means permitted
under applicable law as the Company deems necessary or desirable under the Policy.
ACKNOWLEDGED AND AGREED:
Name: [NAME]
________________________________
Date: [DATE]