10 unchanged sentences
We manufacture sensors, actuators and connectivity components in North America, Europe, and Asia.
−Removed: CTS provides engineered products to OEMs and tier one suppliers in the aerospace and defense, industrial, medical, and transportation markets.
+Added: CTS provides engineered products to OEMs and tier one suppliers in the aerospace and defense, industrial, medical, and transportation markets, and the U.S.
There is an increasing proliferation of sensing and motion applications within various markets we serve.
2 unchanged sentences
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.
−Removed: On February 6, 2023, we acquired 100% of the outstanding shares of maglab AG ("Maglab") for $4,164 in cash subject to additional earnout payments based on future performance.
−Removed: Maglab has deep expertise in magnetic system design and current measurement solutions for use in e-mobility, industrial automation, and renewable energy applications.
−Removed: Maglab's domain expertise coupled with CTS’ commercial, technical and operational capabilities position us to advance our status as a recognized innovator in electric motor sensing and controls markets.
+Added: 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.
+Added: The SyQwest acquisition strengthens our strategy and scale in the defense end market.
+Added: The acquisition was funded from both cash on hand and borrowings under our revolving credit facility.
Results of Operations:
10 unchanged sentences
Operating earnings
−Removed: Total other income (expense), net
+Added: Total other (expense) income, net
Earnings before taxes
3 unchanged sentences
Net sales were $515,771 for the year ended December 31, 2024, a decrease of $34,651, or 6.3%, from 2023.
−Removed: The decline in net sales was primarily driven by decreased volume of industrial and commercial vehicle products.
−Removed: Net sales to the non-transportation markets decreased $34,203 or 12.1%, while net sales to the transportation markets decreased $2,245 or 0.8%.
+Added: The decline in net sales was primarily driven by a decreased volume of transportation products, which were down $51,077, or 16.9%.
+Added: Net sales to the diversified end markets increased $16,425, or 6.6%.
+Added: 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 24
−Removed: The TEWA Temperature Sensors SP.
−Removed: (“TEWA”) and Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S, “Ferroperm”) acquisitions, both completed in 2022, added net sales of $37,460 and $23,477 in 2023 and 2022, respectively, while the Maglab acquisition added net sales of $1,755 in 2023.
−Removed: Changes in foreign exchange rates decreased net sales by $2,459 year-over-year primarily due to the U.S.
−Removed: Dollar appreciating compared to the Chinese Renminbi.
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.
−Removed: The decrease in gross margin was driven by lower sales volumes as well as changes in foreign exchange rates of $6,247 primarily due to the U.S.
−Removed: Dollar appreciating compared to the Chinese Renminbi and Peso.
+Added: 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.
+Added: 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.
−Removed: The decrease in SG&A expenses was primarily driven by lower incentive compensation associated with lower financial performance as well as cost reduction measures implemented due to challenging market conditions.
−Removed: Research and development (“R&D”) expenses were $24,918, or 4.5% of sales in 2023 compared to $24,100, or 4.1% of sales in 2022, in line with our commitment to continue investing in research and product development to drive organic growth.
+Added: The increase in SG&A expenses was primarily driven by increased incentive compensation and the SyQwest acquisition.
+Added: 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.
−Removed: The restructuring charges in the year ended December 31, 2023 were primarily related to costs associated with our plant closure and consolidation activities.
+Added: 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.
4 unchanged sentences
Other expense
−Removed: Total other (expense), net
−Removed: Interest income increased due to investments of available cash into short-term, cash equivalent, high yield deposit accounts.
−Removed: Other expense, net for 2023 is primarily driven by foreign currency losses primarily related to the Chinese Renminbi offset partially by income from the qualified replacement plan assets.
−Removed: Other expense, net for 2022 was primarily driven by $6,803 in excise taxes incurred as part of the U.S.
−Removed: pension plan termination and $1,776 in derivative losses associated with the acquisition of Ferroperm, as well as foreign currency losses primarily related to the Chinese Renminbi offset partially by income from the U.S.
−Removed: pension plan investments realized prior to its final termination.
+Added: Total other (expense) income, net
+Added: 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.
+Added: Interest expense increased due to higher borrowings to fund the SyQwest acquisition.
+Added: 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,
1 unchanged sentence
The effective income tax rate in 2024 was 18.4% compared to 19.5% in the prior year.
−Removed: The decrease is primarily attributed to 2023 tax benefits associated with foreign tax credits related to a 2023 tax law change, research and development credits, and lower discrete tax impacts associated with executive incentive compensation and pension termination costs.
+Added: The decrease is primarily due to a change in mix of earnings taxed at lower rates.
Liquidity and Capital Resources
2 unchanged sentences
However, we may choose to pursue additional equity and debt financing to provide additional liquidity or to fund acquisitions.
−Removed: CTS CORPORATION 24
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.
2 unchanged sentences
Net cash provided by operating activities was $99,289 during the year ended December 31, 2024.
−Removed: 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 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 as a result of lower sales and incentive compensation accruals.
+Added: 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.
−Removed: Components of net cash provided by operating activities included net earnings of $59,575, depreciation and amortization expense of $29,753, other net non-cash items totaling $10,260, and a net cash inflow from changes in assets and liabilities of $21,609 primarily driven by $34,016 received from the U.S.
−Removed: pension plan termination.
+Added: 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
+Added: CTS CORPORATION 25
+Added: 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
−Removed: 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 from the Maglab acquisition as well as final working capital adjustments from the TEWA and Ferroperm acquisitions.
+Added: 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.
−Removed: Net cash used in investing activities for the year ended December 31, 2022 was $111,188, driven by the acquisition payments for the TEWA and Ferroperm acquisitions of $96,855 and capital expenditures of $14,333.
+Added: 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.
+Added: 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.
1 unchanged sentence
Net cash used by financing activities for the year ended December 31, 2024, was $27,935.
+Added: 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.
+Added: 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.
−Removed: Net cash provided by financing activities for the year ended December 31, 2022, was $4,336.
−Removed: The net cash inflow was the result of net cash from debt of $33,638 associated with completed acquisitions, partially offset by treasury stock purchases of $21,447, dividend payments of $5,131, taxes paid on behalf of equity award participants of $1,524, and contingent consideration payments of $1,200.
Capital Resources
9 unchanged sentences
Borrowings in U.S.
−Removed: 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
−Removed: CTS CORPORATION 25
−Removed: on our net leverage ratio.
+Added: 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.
5 unchanged sentences
We were in compliance with all debt covenants at December 31, 2024.
−Removed: Our liquidity, access to capital, and borrowing costs could be adversely impacted by declines in our credit rating, our financial performance, and global credit market conditions, as well as a broad range of other factors.
+Added: 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.
−Removed: See “Item 1A.
"Risk Factors” for additional discussion of risks that our business faces.
+Added: CTS CORPORATION 26
As of December 31, 2024, our material cash requirements for our known contractual and other obligations were as follows:
10 unchanged sentences
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.
−Removed: On February 28, 2022, we acquired TEWA, a designer and manufacturer of high-quality temperature sensors.
−Removed: The net cash payment of $24,515 for this acquisition was funded by the Company's cash on hand.
−Removed: On June 30, 2022, we acquired Ferroperm, a designer and manufacturer of high performance piezoceramic components for use in complex and demanding medical, industrial, and aerospace applications.
−Removed: The net cash payment of $72,340 for this acquisition was funded by a combination of cash on hand and borrowings under our Revolving Credit Facility.
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.
+Added: 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.
+Added: The acquisition was funded from both cash on hand and borrowings under our Revolving Credit Facility.
Critical Accounting Estimates and Policies
3 unchanged sentences
Actual results may differ from these estimates.
−Removed: CTS CORPORATION 26
Critical Accounting Estimates
9 unchanged sentences
Impairment Assessment – Goodwill
+Added: CTS CORPORATION 27
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.
15 unchanged sentences
Changes in these estimates and assumptions could materially affect the determination of fair value and impact the goodwill impairment assessment.
−Removed: For 2023, we elected to perform the qualitative assessment.
+Added: 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.
6 unchanged sentences
• Significant changes in the manner of use of the acquired assets or the strategy for the overall business, and
−Removed: CTS CORPORATION 27
• Significant negative industry or economic trends.
5 unchanged sentences
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.
−Removed: In evaluating our ability to recover our deferred tax assets in the jurisdiction 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.
+Added: 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.
+Added: CTS CORPORATION 28
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.
10 unchanged sentences
Provisions for estimated warranty expenses are made at the time products are sold.
−Removed: The expense and corresponding accrual primarily relate to our products sold to our transportation markets.
+Added: 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.
8 unchanged sentences
Changes in actual demand or market conditions could adversely impact our reserve calculations.
−Removed: CTS CORPORATION 28
Over the last three years, our reserves for excess and obsolete inventories have ranged from 14.8% to 20.7% of gross inventory.
10 unchanged sentences
(in thousands, except percentages)
+Added: CTS CORPORATION 29
Our cash flows and earnings are subject to fluctuations resulting from changes in foreign currency exchange rates, interest rates and commodity prices.
6 unchanged sentences
There was $91,253 and $67,500 outstanding under our Revolving Credit Facility at December 31, 2024 and 2023, respectively.
−Removed: As of December 31, 2023, 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 $17,500 of our long-term debt through June 2027.
+Added: 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.
4 unchanged sentences
were approximately 42% of total net sales.
−Removed: During 2022, net sales to customers from outside the U.S.
+Added: During 2023, net sales from outside the U.S.
were approximately 45% of total net sales.
5 unchanged sentences
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.
−Removed: Interest payments received for the cross currency-swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense in the Condensed Consolidated Statements of Earnings.
−Removed: The assumptions used in measuring fair value of the cross-currency swap are considered level 2 inputs, which are based upon the Krone to United States Dollar exchange rate market.
−Removed: At December 31, 2023, we had a net unrealized loss of $1,138 in accumulated other comprehensive income (loss).
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: Our most significant raw materials and purchased components include conductive
−Removed: CTS CORPORATION 29
−Removed: 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.
+Added: 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.
8 unchanged sentences
Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheets of CTS Corporation (an Indiana corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of earnings (loss), comprehensive earnings, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: 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”).
+Added: 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
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: 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.
10 unchanged sentences
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.
−Removed: Ferroperm Piezoceramics A/S acquisition – valuation of acquired customer relationships
−Removed: As described further in Note 3 to the financial statements, the Company acquired Ferroperm Piezoceramics A/S (“Ferroperm”) on June 30, 2022 for a total purchase price of $72.4 million.
+Added: SyQwest, LLC acquisition – valuation of acquired customer relationships
+Added: 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.
3 unchanged sentences
These assumptions were:
−Removed: 1) the forecasted revenue growth rates for existing customers, 2) the estimated customer attrition rate and 3) the discount rate.
−Removed: Our audit procedures related to the critical audit matter included the following, among others.
−Removed: • 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, customer attrition rate, and discount rate.
+Added: 1) the forecasted revenues, including the renewal rate for existing customer contracts, and 2) the discount rate.
CTS CORPORATION 31
−Removed: • We evaluated the Company’s forecasted revenue growth rates for existing customers by comparing the forecasted growth assumptions to peer and historical results.
−Removed: • We compared, with the assistance of specialists, the Company’s selected customer attrition rate to Ferroperm’s historical customer attrition data.
+Added: Our audit procedures related to the critical audit matter included the following, among others.
+Added: • 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.
+Added: • 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.
5 unchanged sentences
CTS CORPORATION AND SUBSIDIARIES
−Removed: Consolidated State ments of Earnings (Loss)
+Added: Consolidated State ments of Earnings
(in thousands, except per share amounts)
8 unchanged sentences
Interest income
−Removed: Other (expense) income
−Removed: Total other income (expense), net
−Removed: Earnings (loss) before taxes
−Removed: Income tax expense (benefit)
−Removed: Net earnings (loss)
−Removed: Net earnings (loss) per share:
+Added: Other (expense)
+Added: Total other (expense) income, net
+Added: Earnings before taxes
+Added: Income tax expense
+Added: Net earnings per share:
Basic weighted-average common shares outstanding
8 unchanged sentences
Years Ended December 31,
−Removed: Net earnings (loss)
−Removed: Other comprehensive earnings (loss):
+Added: Other comprehensive (loss) earnings:
Changes in fair market value of derivatives, net of tax
1 unchanged sentence
Cumulative translation adjustment, net of tax
−Removed: Other comprehensive earnings
+Added: Other comprehensive (loss) earnings
Comprehensive earnings
32 unchanged sentences
Retained earnings
−Removed: Accumulated other comprehensive income (loss)
+Added: Accumulated other comprehensive (loss) income
Total shareholders' equity before treasury stock
9 unchanged sentences
CASH FLOWS FROM OPERATING ACTIVITIES:
−Removed: Net earnings (loss)
−Removed: Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
5 unchanged sentences
Change in fair value of contingent consideration liability
−Removed: Loss (gain) on foreign currency hedges, net of cash
+Added: (Gain) loss on foreign currency hedges, net of cash
Changes in assets and liabilities, net of acquisitions:
20 unchanged sentences
Effect of exchange rate on cash and cash equivalents
−Removed: Net increase in cash and cash equivalents
+Added: Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
74 unchanged sentences
Toyota Motor Corporation
+Added: Cummins, Inc.
No other customer accounted for 10% or more of total net sales during these periods.
21 unchanged sentences
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.
−Removed: We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying Consolidated Statements of Earnings (Loss).
+Added: 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.
32 unchanged sentences
We also incur engineering costs related to R&D activities.
−Removed: Such costs are incurred to support such 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.
+Added: 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.
−Removed: We occasionally enter into agreements with our customers whereby we receive a contractual guarantee based on achieving milestones to be reimbursed 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.
+Added: 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.
−Removed: Reimbursements received from customers are netted against such costs and included in our Consolidated Statements of Earnings (Loss) if the amount received is in excess of the costs that we incur.
+Added: 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:
9 unchanged sentences
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.
−Removed: We estimate the fair value of our cash, cash equivalents, accounts receivable and accounts payable as cost due to the short-term nature of these instruments.
−Removed: Please refer to Note 13, - "Debt" and Note 14, - "Accumulated Other Comprehensive Income (Loss)," for information on the method of determining fair value for our debt and financial derivatives, respectively.
+Added: 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.
+Added: 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:
−Removed: 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 (Loss).
+Added: 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.
16 unchanged sentences
If the common stock equivalents have an anti-dilutive effect, they are excluded from the computation of diluted earnings per share.
−Removed: There was no anti-dilutive impact for the year ended December 31, 2021 as a result of a net loss incurred in the period.
If there is a net loss for the period, then basic earnings (loss) per share equals diluted earnings (loss) per share.
7 unchanged sentences
dollar as the functional currency with all remeasurement adjustments included in the determination of net earnings (loss).
−Removed: Foreign currency (losses) gains recorded in the Consolidated Statements of Earnings (Loss) includes the following:
+Added: Foreign currency losses recorded in the Consolidated Statements of Earnings includes the following:
Years Ended December 31,
2 unchanged sentences
dollar functional subsidiaries are translated into U.S.
−Removed: dollars at the current exchange rate at period end, with the resulting translation adjustments made directly to the "accumulated other comprehensive income (loss)" component of shareholders' equity.
−Removed: Our Consolidated Statements of Earnings (Loss) accounts are translated at the average rates during the period.
+Added: 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.
+Added: Our Consolidated Statements of Earnings accounts are translated at the average rates during the period.
Shipping and Handling:
2 unchanged sentences
When applicable, we classify sales taxes on a net basis in our consolidated financial statements.
−Removed: Reclassifications:
−Removed: Certain reclassifications have been made to prior year amounts to conform to the current year presentation.
−Removed: The reclassifications had no impact on previously reported net earnings.
−Removed: Recently issued accounting pronouncements not yet adopted
+Added: Accounting Pronouncements Recently Adopted
2023-07, "Segment Reporting (Topic 280):
4 unchanged sentences
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.
−Removed: The Company is currently evaluating the impact of adopting ASU 2023-07.
+Added: We adopted the guidance in our 2024 annual reporting.
+Added: See Note 20, "Segment Information," for further information.
+Added: Recently issued accounting pronouncements not yet adopted
2023-09, "Income Taxes (Topic 740):
4 unchanged sentences
The Company is currently evaluating the impact of adopting ASU 2023-09.
+Added: We will adopt the guidance when it becomes effective on a prospective basis.
+Added: 2024-03, "Income Statement (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses"
CTS CORPORATION 41
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses , which requires additional information about certain expenses in the notes to the financial statements.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.
+Added: The Company is currently evaluating the impact of adopting ASU 2024-03.
+Added: We will adopt the guidance when it becomes effective on a prospective basis.
NOTE 2 – Revenue Recognition
−Removed: The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
−Removed: The guidance provides a five-step process to achieve that core principle:
−Removed: • Identify the contract(s) with a customer
−Removed: • Identify the performance obligations
−Removed: • Determine the transaction price
−Removed: • Allocate the transaction price
−Removed: • Recognize revenue when the performance obligations are met
−Removed: We recognize revenue when the performance obligations specified in our contracts have been satisfied, after considering the impact of variable consideration and other factors that may affect the transaction price.
−Removed: Our contracts normally contain a single performance obligation that is fulfilled on the date of delivery based on shipping terms stipulated in the contract.
−Removed: We usually expect payment within 30 to 90 days from the shipping date, depending on our terms with the customer.
+Added: CTS designs and manufactures sensors, actuators, and electronic components for original equipment manufacturers and the U.S.
+Added: 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.
+Added: 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.
+Added: 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.
3 unchanged sentences
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.
+Added: The majority of our revenue is derived from contracts for sales of commercial products, which generally contain a single performance obligation.
+Added: We generally recognize revenue at a point in time on the delivery date based on the shipping terms stipulated in the contract.
+Added: 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.
+Added: 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.
+Added: These contracts may contain a single or multiple performance obligations.
+Added: The accounting for these contracts involves applying significant judgment with respect to estimating total revenues, costs and profit for each performance obligation.
+Added: 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.
+Added: See Note 11, "Contingencies" for information about our product warranties.
+Added: Contract Assets and Liabilities
+Added: Contract assets and liabilities included in our Condensed Consolidated Balance Sheets are as follows:
+Added: Contract Assets
+Added: Unbilled customer receivables included in Other current assets
+Added: Total Contract Assets
+Added: There were no contract liabilities as of December 31, 2024 and 2023.
+Added: During the year ended December 31, 2024, our acquisition of SyQwest, LLC.
+Added: (“SyQwest”) increased our contract assets by $ 4,941 as compared to December 31, 2023.
+Added: Further information regarding this acquisition, including the assets acquired and liabilities assumed is included in Note 3, “Business Acquisitions.”
+Added: CTS CORPORATION 42
Disaggregated Revenue
−Removed: The following table presents revenues disaggregated by the major markets we serve:
+Added: The following table presents revenues disaggregated by the major end markets we serve:
Transportation
Aerospace & Defense
−Removed: In the above table, Telecommunications and Information Technology net sales are included in the Industrial end-market for all periods presented.
−Removed: The end-market sales for 2022 were adjusted by immaterial amounts to align the classification of certain customers in connection with our recent acquisitions with our enterprise-level end market information.
+Added: 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
7 unchanged sentences
The following table summarizes the consideration paid, the fair values of the assets acquired, and the liabilities assumed as of the date of acquisition:
−Removed: CTS CORPORATION 42
Fair Values at
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The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
+Added: CTS CORPORATION 43
Carrying Value
7 unchanged sentences
The acquisition supports our end market diversification strategy and expands our presence in European end markets.
−Removed: The final purchase price of $ 72,340 , net of cash acquired of $ 5,578 , has been allocated to the fair values of assets and liabilities acquired as of June 30, 2022.
+Added: 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.
9 unchanged sentences
Purchase price
−Removed: CTS CORPORATION 43
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.
9 unchanged sentences
Maglab has deep expertise in magnetic system design and current measurement solutions for use in e-mobility, industrial automation, and renewable energy applications.
−Removed: Maglab's domain expertise coupled with CTS’ commercial, technical and operational capabilities position us to advance our status as a recognized innovator in electric motor sensing and controls markets.
−Removed: The final purchase price of $ 7,717 has been allocated to the fair values of assets and liabilities acquired as of February 6, 2023.
+Added: CTS CORPORATION 44
+Added: 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.
+Added: 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.
16 unchanged sentences
The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
−Removed: CTS CORPORATION 44
Customer lists/relationships
1 unchanged sentence
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.
+Added: 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 targ ets.
+Added: This amount was also reflected as an addition to the purchase price.
+Added: The contingent consideration had a maximum payout of $ 6,300 .
+Added: See Note 18, "Fair Value Measurements," for more information on contingent consideration.
+Added: Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.
+Added: SyQwest, LLC Acquisition
+Added: 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.
+Added: The SyQwest acquisition is expected to strengthen our strategy and scale in the defense end market.
+Added: 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.
+Added: 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:
+Added: CTS CORPORATION 45
+Added: Consideration Paid
+Added: Cash paid, net of cash acquired of $ 1,410
+Added: Contingent consideration
+Added: Purchase price
+Added: Fair Values at
+Added: July 29, 2024
+Added: Accounts receivable
+Added: Other current assets
+Added: Property, plant and equipment
+Added: Intangible assets
+Added: Fair value of assets acquired
+Added: Less fair value of liabilities acquired
+Added: Purchase price
+Added: 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.
+Added: Goodwill related to the acquisition is expected to be deductible for tax purposes.
+Added: The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:
+Added: Customer lists/relationships
+Added: Technology and other intangibles
+Added: The Company recorded a $ 2,087 step-up of inventory to its fair value as of the acquisition date.
+Added: 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.
+Added: 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.
−Removed: This amount is also reflected as an addition to the purchase price.
+Added: 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 .
6 unchanged sentences
Accounts receivable, net
+Added: CTS CORPORATION 46
NOTE 5 — Inventories, net
14 unchanged sentences
Property, plant and equipment, net
−Removed: Depreciation expense recorded in the Consolidated Statements of Earnings (Loss) includes the following:
+Added: Depreciation expense recorded in the Consolidated Statements of Earnings includes the following:
For the Years Ended
Depreciation expense
−Removed: CTS CORPORATION 45
NOTE 7 — Retirement Plans
10 unchanged sentences
The measurement dates for the Pension Plans for our U.S.
−Removed: locations and the post-retirement life insurance plan was December 31, 2023 and 2022.
+Added: 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.
6 unchanged sentences
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.
−Removed: In 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.
−Removed: 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 (Loss).
+Added: CTS CORPORATION 47
+Added: 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.
+Added: 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”).
2 unchanged sentences
The purchase of the group annuity contract was fully funded directly by Plan assets.
−Removed: 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 (Loss) in the third quarter of 2021.
+Added: 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.
2 unchanged sentences
The remaining Plan assets were transferred to the Company in the third quarter of 2022 as part of the final termination process.
−Removed: 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 (Loss).
+Added: 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.
1 unchanged sentence
locations at the measurement dates.
−Removed: CTS CORPORATION 46
−Removed: Pension Plans
Accumulated benefit obligation
11 unchanged sentences
Benefits paid
−Removed: Qualified replacement plan transfer
−Removed: Asset reversion
Foreign exchange impact
1 unchanged sentence
Funded status (plan assets less projected benefit obligations)
+Added: CTS CORPORATION 48
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.
15 unchanged sentences
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:
−Removed: Pension Plans
Accrued expenses and other liabilities
2 unchanged sentences
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:
−Removed: CTS CORPORATION 47
Post-Retirement
3 unchanged sentences
Total accrued cost
−Removed: We have also recorded the following amounts to accumulated other comprehensive income (loss) for the U.S.
+Added: We have also recorded the following amounts to accumulated other comprehensive (loss) income for the U.S.
pension plans, net of tax:
−Removed: Pension Plans
Balance at January 1, 2023
Amortization of retirement benefits, net of tax
−Removed: Net actuarial (loss) gain
+Added: Net actuarial gain (loss)
Foreign exchange impact
1 unchanged sentence
Amortization of retirement benefits, net of tax
−Removed: Net actuarial gain (loss)
+Added: Net actuarial (loss)
Foreign exchange impact
Balance at December 31, 2024
−Removed: We have recorded the following amounts to accumulated other comprehensive income (loss) for the post-retirement life insurance plan, net of tax:
+Added: CTS CORPORATION 49
+Added: We have recorded the following amounts to accumulated other comprehensive (loss) income for the post-retirement life insurance plan, net of tax:
Balance at January 1, 2023
7 unchanged sentences
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.
−Removed: 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, 2023 ).
+Added: 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 a pproximately three ye ars 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.
5 unchanged sentences
Fair value of plan assets
−Removed: CTS CORPORATION 48
Net pension expense includes the following components:
3 unchanged sentences
Amortization of unrecognized loss
−Removed: Settlement charges
Weighted-average actuarial assumptions (2)
9 unchanged sentences
Net post-retirement expense includes the following components:
+Added: CTS CORPORATION 50
Post-Retirement
17 unchanged sentences
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:
−Removed: CTS CORPORATION 49
Defined Contribution Plans
1 unchanged sentence
employees as well as offer similar defined contribution plans to employees at certain foreign locations.
−Removed: Contributions and costs were generally determined as a percentage of the covered employee's annual salary.
+Added: 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.
7 unchanged sentences
401(k) and other defined contribution plan expense
+Added: CTS CORPORATION 51
NOTE 8 — Goodwill and Other Intangible Assets
Other Intangible Assets
−Removed: Other intangible assets, net consist of the following components:
+Added: Other intangible assets, net consisted of the following components:
As of December 31, 2024
4 unchanged sentences
Amortization expense for the year ended December 31, 2024
−Removed: CTS CORPORATION 50
As of December 31, 2023
5 unchanged sentences
Amortization expense for the year ended December 31, 2022
−Removed: The changes in the gross carrying amounts of intangible assets are primarily due to a business acquisition and purchase accounting activity as discussed in Note 3, "Business Acquisitions," as well as foreign exchange impacts.
+Added: 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:
3 unchanged sentences
Increase due to acquisitions
−Removed: Decrease from purchase accounting adjustments
+Added: Foreign exchange impact
Goodwill as of December 31, 2023
2 unchanged sentences
Goodwill as of December 31, 2024
−Removed: Refer to Note 3 - "Business Acquisitions," for further information on the increase due to acquisitions.
+Added: Refer to Note 3, "Business Acquisitions," for further information on the increase in the net carrying amount of goodwill due to acquisitions.
+Added: CTS CORPORATION 52
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.
3 unchanged sentences
NOTE 9 — Costs Associated with Exit and Restructuring Activities
−Removed: Restructuring charges are reported as a separate line within operating earnings in the Consolidated Statements of Earnings (Loss).
+Added: Restructuring charges are reported as a separate line within operating earnings in the Consolidated Statements of Earnings.
Total restructuring charges were:
1 unchanged sentence
Restructuring charges
−Removed: September 2020 Plan
−Removed: CTS CORPORATION 51
−Removed: In September 2020, we initiated a restructuring plan focused on optimizing our manufacturing footprint and improving operational efficiency by better utilizing our systems capabilities.
−Removed: This plan included transitioning certain administrative functions to a shared service center, realignment of manufacturing locations, and certain other efficiency improvement actions ("September 2020 Plan").
−Removed: The restructuring cost of the September 2020 Plan is now estimated to be in the range of $ 3,900 to $ 4,500 , including workforce reduction charges, building and equipment relocation charges, other contract and asset-related costs.
−Removed: We have incurred $ 3,896 in program costs to date.
−Removed: During the twelve months ended December 31, 2023, we recorded $ 1,837 in restructuring charges comprised of $ 513 and $ 1,324 in workforce reduction and asset impairment charges respectively.
−Removed: The total restructuring liability associated with these actions as of December 31, 2023 was $ 83 .
−Removed: The total restructuring liability as of December 31, 2022 was $ 634 .
Closure and Consolidation of Juarez Manufacturing Facility and Operations
−Removed: During the first quarter of 2023, we announced the shutdown of our Juarez manufacturing facility.
−Removed: As a part of this activity, operations from the Juarez plant are being consolidated into our expanded Matamoros facility (collectively, the "Matamoros Consolidation").
−Removed: We expect the Matamoros Consolidation to be completed in 2024.
−Removed: The total restructuring cost of the Matamoros Consolidation is now estimated to be in the range of $ 4,000 and $ 5,000 , including workforce reduction charges, building and equipment relocation charges and other contract and asset-related costs.
−Removed: In addition to these charges, we expect to incur an additional $ 1,500 to $ 2,500 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 and other costs.
−Removed: During the year ended December 31, 2023, we incurred $ 3,699 in restructuring costs associated with the Matamoros Consolidation, comprised of $ 2,572 , $ 200 , $ 63 , and $ 864 in workforce reduction, building and equipment relocation costs, asset impairment and other charges, respectively.
−Removed: We also incurred $ 571 in other related costs.
−Removed: The restructuring liability associated with the Matamoros Consolidation was $ 194 and $ 17 as of December 31, 2023 and December 31, 2022.
+Added: During the first quarter of 2023, we announced the closure of our Juarez manufacturing facility.
+Added: As a part of this activity, operations from the Juarez plant were consolidated into our expanded Matamoros facility (collectively, the "Matamoros Consolidation").
+Added: The Matamoros Consolidation was substantially complete as of December 31, 2024.
+Added: 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.
+Added: The restructuring liability associated with the Matamoros Consolidation was $ 139 and $ 194 as of December 31, 2024 and 2023, respectively.
+Added: 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.
+Added: These other expenses totaled $ 697 and $ 571 during the twelve months ended December 31, 2024 and 2023, respectively.
Other Restructuring Activities
8 unchanged sentences
The total liability of $ 798 is included in accrued expenses and other liabilities at December 31, 2024 .
+Added: CTS CORPORATION 53
NOTE 10 — Accrued Expenses and Other Liabilities
10 unchanged sentences
Total accrued expenses and other liabilities
−Removed: CTS CORPORATION 52
−Removed: The increase in Other accrued liabilities is primarily due to a contingent liability accrual associated with the 2023 Maglab acquisition.
−Removed: Refer to Note 3 “Business Acquisitions”, for further discussion.
NOTE 11 — Contingencies
22 unchanged sentences
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.
+Added: CTS CORPORATION 54
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.
7 unchanged sentences
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.
−Removed: CTS CORPORATION 53
Options to extend or terminate a lease are included in the lease term when it is reasonably likely that we will exercise that option.
18 unchanged sentences
Weighted-average discount rate
−Removed: Remaining maturity of our existing lease liabilities as of December 31, 2023 is as follows:
+Added: CTS CORPORATION 55
+Added: Remaining maturity of our existing lease liabilities as of December 31, 2024 was as follows:
Operating Leases (1)
1 unchanged sentence
(1) Operating lease payments include $ 898 of payments related to options to extend lease terms that are reasonably expected to be exercised.
−Removed: CTS CORPORATION 54
NOTE 13 — Debt
30 unchanged sentences
and make stock repurchases and dividend payments.
+Added: CTS CORPORATION 56
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 .
−Removed: These costs are included in interest expense in our Consolidated Statements of Earnings (Loss).
+Added: These costs are included in interest expense in our Consolidated Statements of Earnings.
NOTE 14 — Derivative Financial Instruments
1 unchanged sentence
We selectively use derivative financial instruments including foreign currency forward contracts and interest rate swaps to manage our exposure to these risks.
−Removed: The use of derivative financial instruments exposes the Company to credit risk, which relates to the risk of nonperformance by a counterparty to the derivative contracts.
+Added: 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.
−Removed: The effective portion of derivative gains and losses are recorded in accumulated other comprehensive income (loss) income until the hedged transaction affects earnings upon settlement, at which time they are reclassified to costs of goods sold or net sales.
−Removed: If it is probable
−Removed: CTS CORPORATION 55
−Removed: 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 income (loss) to other income (expense), net.
+Added: 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.
+Added: 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.
−Removed: No recognition of ineffectiveness was recorded in our Consolidated Statement of Earnings (Loss) for the year ended December 31, 2023.
+Added: No recognition of ineffectiveness was recorded in our Consolidated Statements of Earnings for the year ended December 31, 2024.
Foreign Currency Hedges
2 unchanged sentences
We continue to monitor the Company’s overall currency exposure and may elect to add cash flow hedges in the future.
−Removed: At December 31, 2023 , we had a net unrealized gain of $ 1,426 in accumulated other comprehensive income (loss), of which $ 1,285 in gains are expected to be reclassified to earnings within the next 12 months.
+Added: 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.
4 unchanged sentences
These swaps are treated as cash flow hedges and consequently, the changes in fair value are recorded in other comprehensive (loss) income.
−Removed: The estimated net amount of the existing losses that are reported in accumulated other comprehensive income (loss) that are expected to be reclassified into earnings within the next twelve months is approximately $ 1,121 .
+Added: 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 .
+Added: Cross-Currency Swap
+Added: The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates.
+Added: 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.
+Added: 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 .
+Added: 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.
+Added: At December 31, 2024 , the variable rate debt associated with the cross-currency interest rate swap was $ 12,500 due to ongoing principle payments.
+Added: 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.
+Added: 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.
+Added: At December 31, 2024 we had a net unrealized loss of $ 51 in accumulated other comprehensive (loss) income.
+Added: CTS CORPORATION 57
+Added: 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:
2 unchanged sentences
Interest rate swaps reported in Other assets
+Added: Cross-currency swap reported in Other current assets
Cross-currency swap reported in Accrued expenses and other liabilities
Foreign currency hedges reported in Other current assets
+Added: Foreign currency hedges reported in Other current liabilities
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.
−Removed: CTS CORPORATION 56
−Removed: The effect of derivative instruments on the Consolidated Statements of Earnings (Loss) is as follows:
+Added: The effect of derivative instruments on the Consolidated Statements of Earnings is as follows:
Years Ended December 31,
2 unchanged sentences
Cost of goods sold
−Removed: Selling, general and administrative expense
Total amounts reclassified from AOCI to earnings
−Removed: Gain recognized in other expense for hedge ineffectiveness
Total derivative gains on foreign exchange contracts
1 unchanged sentence
Interest Rate Swaps:
−Removed: Income (Expense) recorded in interest expense
+Added: Income recorded in interest expense
Cross-Currency Swaps:
1 unchanged sentence
Total gains on derivatives
−Removed: Cross-Currency Swap
−Removed: The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates.
−Removed: 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.
−Removed: 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 .
−Removed: 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.
−Removed: At December 31, 2023, the variable rate debt associated with the cross-currency swap was $ 17,500 due to ongoing principle payments.
−Removed: Interest payments received for the cross-currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense in the Condensed Consolidated Statements of Earnings.
−Removed: The assumptions used in measuring fair value of the cross currency-swap are considered Level 2 inputs, which are based upon the Krone to United States Dollar exchange rate market.
−Removed: At December 31, 2023 we had a net unrealized loss of $ 1,138 in accumulated other comprehensive income (loss).
−Removed: 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.
Derivative Contracts Not Designated as Hedges
2 unchanged sentences
All contracts were settled in conjunction with the closing of the Ferroperm acquisition.
−Removed: As a result of these contracts, the Company recognized a $ 1,776 loss in other expense in the Consolidated Statements of Earnings (Loss) in 2022.
−Removed: NOTE 15 — Accumulated Other Comprehensive Income (Loss)
−Removed: Shareholders’ equity includes certain items classified as accumulated other comprehensive income (loss) (“AOCI”) in the Consolidated Balance Sheets, including:
+Added: As a result of these contracts, the Company recognized a $ 1,776 loss in other expense in the Consolidated Statements of Earnings in 2022.
+Added: NOTE 15 — Accumulated Other Comprehensive (Loss) Income
+Added: 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.
10 unchanged sentences
This combination of rates creates the foreign currency translation adjustment component of other comprehensive income.
−Removed: The components of accumulated other comprehensive income (loss) for the year ended December 31, 2023 are as follows:
+Added: The components of accumulated other comprehensive (loss) income for the year ended December 31, 2024 are as follows:
Changes in fair market value of derivatives:
−Removed: Income tax benefit (expense)
+Added: Income tax (expense) benefit
Changes in unrealized pension cost:
2 unchanged sentences
Income tax benefit (expense)
−Removed: Total accumulated other comprehensive income (loss)
−Removed: The components of accumulated other comprehensive income (loss) for the year ended December 31, 2022 are as follows:
+Added: Total accumulated other comprehensive (loss) income
+Added: The components of accumulated other comprehensive (loss) income for the year ended December 31, 2023 are as follows:
Changes in fair market value of derivatives:
1 unchanged sentence
Changes in unrealized pension cost:
−Removed: Income tax (expense) benefit
+Added: Income tax benefit
Cumulative translation adjustment:
Income tax benefit (expense)
−Removed: Total accumulated other comprehensive income (loss)
+Added: Total accumulated other comprehensive (loss) income
CTS CORPORATION 59
15 unchanged sentences
The repurchase program could have been extended, modified, suspended or discontinued at any time.
−Removed: During the year ended December 31, 2023, 970,109 shares of common stock were repurchased for approximately $ 41,337 , including 96,401 shares that were repurchased for approximately $ 4,245 under the May 2021 program.
+Added: 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.
+Added: The repurchase program has no set expiration date and superseded and replaced the repurchase program approved by the Board of Directors in February 2023.
+Added: 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.
+Added: The repurchase program may be extended, modified, suspended or discontinued at any time.
+Added: 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.
1 unchanged sentence
As of December 31, 2024 , we accrued $ 741 for repurchases within Accrued expenses and other liabilities in the Consolidated Balance Sheet.
−Removed: On February 2, 2024, our Board of Directors approved a new share repurchase program that authorizes the Company to repurchase up to $ 100 million of its common stock.
−Removed: The repurchase program has no set expiration date and supersedes and replaces the repurchase program approved by the Board of Directors in February 2023.
−Removed: 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.
−Removed: The repurchase program may be extended, modified, suspended or discontinued at any time.
A roll forward of common shares outstanding is as follows:
5 unchanged sentences
At December 31, 2024 , we had five stock-based compensation plans:
−Removed: 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 & Incentive Plan ("2014 Plan"), and the 2018 Equity and Incentive Compensation Plan ("2018 Plan").
+Added: 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.
1 unchanged sentence
CTS CORPORATION 60
−Removed: The following table summarizes the compensation expense included in selling, general and administrative expenses in the Consolidated Statements of Earnings (Loss) related to stock-based compensation plans:
+Added: 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,
37 unchanged sentences
Performance-Based Restricted Stock Units
−Removed: We grant PRSUs to certain executives and key employees.
+Added: 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.
−Removed: The award rate for the 2021-2023, 2022-2024, and 2023-2025 PSUs is dependent upon our achievement of targets for sales growth, cash flow, and relative total shareholder return ("RTSR").
−Removed: We use a matrix based on the percentile ranking of our stock price performance compared to a peer group over a three-year period to calculate the achievement of the RTSR targets.
+Added: 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").
+Added: 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.
−Removed: The initial fair value of the PRSUs is equivalent to the trading value of our common stock on the grant date.
+Added: 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.
13 unchanged sentences
30 % operating cash flow
−Removed: 2022 - 2024 Performance RSUs
−Removed: February 10, 2022
−Removed: 35 % RTSR, 35 % sales growth,
−Removed: 30 % operating cash flow
Focus 2025 Performance RSUs
4 unchanged sentences
40 % operating cash flow, RTSR modifier
+Added: 2024-2026 Performance RSUs
+Added: February 7, 2024
+Added: 60 % sales growth,
+Added: 40 % operating cash flow, RTSR modifier
Cash-Settled Restricted Stock Units
22 unchanged sentences
Qualified replacement plan assets
−Removed: 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
+Added: Contingent consideration
CTS CORPORATION 63
−Removed: denominated in foreign currencies.
+Added: 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.
16 unchanged sentences
Balance at December 31, 2024
−Removed: As of December 31, 2023, approximately $ 1,076 of contingent consideration was recorded in accrued expenses and other liabilities with the remainder in other long-term obligations in the Consolidated Balance Sheets.
+Added: 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.
42 unchanged sentences
The deferred tax assets expire in various years primarily between 2025 and 2044 .
−Removed: 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.
−Removed: As a result, we have determined that valuation allowances of $ 8,370 and $ 8,386 should be provided for certain deferred tax
CTS CORPORATION 65
−Removed: assets at December 31, 2023 and 2022, respectively.
+Added: 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.
+Added: 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.
5 unchanged sentences
These credits begin to expire in varying amounts between 2030 and 2034 .
−Removed: A valuation allowance of $ 449 was recorded in 2023 against the U.S.
−Removed: federal research and development tax credits of $ 9,362 .
−Removed: No valuation allowance was recorded in 2022 against the U.S.
−Removed: federal research and development tax credits of $ 8,082 .
+Added: A valuation allowance for 2024 and 2023 of $ 275 and $ 449 was recorded against the U.S.
+Added: 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 .
16 unchanged sentences
Impacts of unremitted foreign earnings
−Removed: Release of disproportionate tax effects of OCI
+Added: Entity rationalization
Excise tax paid upon U.S.
2 unchanged sentences
In 2020, the Company began the termination of the U.S.-based pension plan.
−Removed: As a result of the final settlement of the pension liability in 2021, we reclassified the disproportionate tax effect related to the pension plan of $ 5,375 that was previously recorded in accumulated other comprehensive income (loss) to income tax expense.
In 2022, the remaining assets of the pension plan were liquidated and reverted back to CTS.
8 unchanged sentences
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.
−Removed: In accordance with guidance issued by the FASB staff, the Company has adopted an accounting policy to treat any Global Intangible Low-Taxed Income (“GILTI”) inclusions as an expense in the period the tax was incurred.
+Added: 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.
6 unchanged sentences
Increase related to current year tax positions
−Removed: Decrease related to prior year tax positions
+Added: Increase (Decrease) related to prior year tax positions
Decrease related to lapse in statute of limitation
10 unchanged sentences
tax returns range from 2014 through 2023 based on local statutes.
+Added: NOTE 20 — Segment Information
+Added: 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.
+Added: 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.
+Added: Our CODM evaluates the operating results and performance through Net earnings, which are reported on the Consolidated Statements of Earnings.
+Added: 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.
+Added: 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.
+Added: Currently, a focus is being placed on sales growth, diversification, and profitability.
+Added: 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
37 unchanged sentences
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).
+Added: 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.
+Added: 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.
19 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
+Added: 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.
+Added: As indicated in Management’s Report, SyQwest, LLC was acquired during 2024.
+Added: 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
15 unchanged sentences
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.
−Removed: Information with respect to our directors and our corporate governance policies and practices may be found in our definitive proxy statement to be delivered to shareholders in connection with our 2024 Annual Meeting of Shareholders.
+Added: 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.
2 unchanged sentences
Such information is incorporated herein by reference.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
+Added: 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.
+Added: Such information is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
20 unchanged sentences
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.
−Removed: (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.
CTS CORPORATION 71
+Added: (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.
Security Ownership of Certain Beneficial O wners and Management and Related Shareholder Matters
19 unchanged sentences
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).
−Removed: Amended Bylaws (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q, filed with the SEC on October 26, 2023).
+Added: 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).
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).
15 unchanged sentences
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).
−Removed: Subsidiaries.
+Added: Insider Trading Policy
Consent of Grant Thornton LLP.
7 unchanged sentences
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:
−Removed: (i) Consolidated Statements of Earnings (Loss), (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.
+Added: (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.
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL
8 unchanged sentences
Vice President and Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: February 23, 2024
−Removed: /s/ Thomas M.
−Removed: Corporate Controller
−Removed: (Principal Accounting Officer)
+Added: (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.
18 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.