CTS CORP 10-Q

Item 1. Financial Statements CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - UNAUDITED (In thousands of dollars, except per share amounts) Three Months Ended March 31, March 31, 2022 2021 Net sales $ 147,695 $ 128,427 Cost of goods sold 93,355 85,836 Gross margin 54,340 42,591 Selling, general and administrative expenses 21,788 18,325 Research and development expenses 6,194 5,687 Restructuring charges 312 81 Operating earnings 26,046 18,498 Other (expense) income: Interest expense ( 546 ) ( 555 ) Interest income 180 202 Other income (expense), net 66 ( 3,356 ) Total other expense, net ( 300 ) ( 3,709 ) Earnings before income taxes 25,746 14,789 Income tax expense 5,507 2,799 Net earnings $ 20,239 $ 11,990 Earnings per share: Basic $ 0.63 $ 0.37 Diluted $ 0.63 $ 0.37 Basic weighted – average common shares outstanding: 32,123 32,319 Effect of dilutive securities 204 301 Diluted weighted – average common shares outstanding: 32,327 32,620 Cash dividends declared per share $ 0.04 $ 0.04 See notes to unaudited condensed consolidated financial statements. 3 CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS ‑ UNAUDITED (In thousands of dollars) Three Months Ended March 31, March 31, 2022 2021 Net earnings $ 20,239 $ 11,990 Other comprehensive earnings (loss): Changes in fair market value of derivatives, net of tax 1,235 124 Changes in unrealized pension cost, net of tax 94 1,422 Cumulative translation adjustment, net of tax ( 249 ) 12 Other comprehensive earnings $ 1,080 $ 1,558 Comprehensive earnings $ 21,319 $ 13,548 See notes to unaudited condensed consolidated financial statements. 4 CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars) (Unaudited) March 31, December 31, 2022 2021 ASSETS Current Assets Cash and cash equivalents $ 126,118 $ 141,465 Accounts receivable, net 95,107 82,191 Inventories, net 52,454 49,506 Other current assets 18,366 15,927 Total current assets 292,045 289,089 Property, plant and equipment, net 97,041 96,876 Operating lease assets, net 23,212 21,594 Other Assets Prepaid pension asset 31,882 49,382 Goodwill 117,524 109,798 Other intangible assets, net 79,849 69,888 Deferred income taxes 23,828 25,415 Other 19,365 2,420 Total other assets 272,448 256,903 Total Assets $ 684,746 $ 664,462 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts payable $ 60,010 $ 55,537 Operating lease obligations 3,522 3,393 Accrued payroll and benefits 12,954 18,418 Accrued expenses and other liabilities 38,554 36,718 Total current liabilities 115,040 114,066 Long-term debt 50,000 50,000 Long-term operating lease obligations 22,712 21,354 Long-term pension obligations 6,464 6,886 Deferred income taxes 5,865 5,894 Other long-term obligations 4,487 2,684 Total Liabilities 204,568 200,884 Commitments and Contingencies (Note 11) Shareholders’ Equity Common stock 316,496 314,620 Additional contributed capital 41,158 42,549 Retained earnings 511,197 492,242 Accumulated other comprehensive loss ( 3,445 ) ( 4,525 ) Total shareholders’ equity before treasury stock 865,406 844,886 Treasury stock ( 385,228 ) ( 381,308 ) Total shareholders’ equity 480,178 463,578 Total Liabilities and Shareholders’ Equity $ 684,746 $ 664,462 See notes to unaudited condensed consolidated financial statements. 5 CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ‑ UNAUDITED (In thousands of dollars) Three Months Ended March 31, March 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 20,239 $ 11,990 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 6,749 6,800 Pension and other post-retirement plan expense 91 1,980 Stock-based compensation 1,950 1,219 Deferred income taxes 1,195 63 Gain on foreign currency hedges, net of cash ( 15 ) ( 42 ) Changes in assets and liabilities, net of acquisition: Accounts receivable ( 9,969 ) ( 1,121 ) Inventories ( 615 ) ( 2,052 ) Operating lease assets ( 224 ) ( 340 ) Other assets ( 253 ) 168 Accounts payable 3,936 2,864 Accrued payroll and benefits ( 5,733 ) ( 210 ) Operating lease liabilities 93 325 Accrued expenses and other liabilities 2,219 ( 1,398 ) Pension and other post-retirement plans ( 377 ) ( 136 ) Net cash provided by operating activities 19,286 20,110 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 3,400 ) ( 1,638 ) Payments for acquisition, net of cash received ( 24,484 ) — Net cash used in investing activities ( 27,884 ) ( 1,638 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments of long-term debt ( 150,000 ) ( 241,600 ) Proceeds from borrowings of long-term debt 150,000 237,000 Purchase of treasury stock ( 3,920 ) — Dividends paid ( 1,289 ) ( 1,291 ) Payment of contingent consideration ( 150 ) — Taxes paid on behalf of equity award participants ( 1,413 ) ( 1,402 ) Net cash used in financing activities ( 6,772 ) ( 7,293 ) Effect of exchange rate changes on cash and cash equivalents 23 440 Net (decrease) increase in cash and cash equivalents ( 15,347 ) 11,619 Cash and cash equivalents at beginning of period 141,465 91,773 Cash and cash equivalents at end of period $ 126,118 $ 103,392 Supplemental cash flow information: Cash paid for interest $ 480 $ 378 Cash paid for income taxes, net $ 2,548 $ 3,510 Non-cash financing and investing activities: Capital expenditures incurred but not paid $ 1,339 $ 1,019 See notes to unaudited condensed consolidated financial statements. 6 CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - UNAUDITED (in thousands of dollars) The following summarizes the changes in total equity for the three months ended March 31, 2022: Common Stock Additional Contributed Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Balances at December 31, 2021 $ 314,620 $ 42,549 $ 492,242 $ ( 4,525 ) $ ( 381,308 ) $ 463,578 Net earnings — — 20,239 — — 20,239 Changes in fair market value of derivatives, net of tax — — — 1,235 — 1,235 Changes in unrealized pension cost, net of tax — — — 94 — 94 Cumulative translation adjustment, net of tax — — — ( 249 ) — ( 249 ) Cash dividends of $ 0.04 per share — — ( 1,284 ) — — ( 1,284 ) Acquired 116,176 shares of treasury stock — — — — ( 3,920 ) ( 3,920 ) Issued shares on vesting of restricted stock units 1,876 ( 3,289 ) — — — ( 1,413 ) Stock compensation — 1,898 — — — 1,898 Balances at March 31, 2022 $ 316,496 $ 41,158 $ 511,197 $ ( 3,445 ) $ ( 385,228 ) $ 480,178 See notes to unaudited condensed consolidated financial statements. 7 CTS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - UNAUDITED (in thousands of dollars) The following summarizes the changes in total equity for the three months ended March 31, 2021: Common Stock Additional Contributed Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Balances at December 31, 2020 $ 311,190 $ 41,654 $ 539,281 $ ( 95,921 ) $ ( 372,522 ) $ 423,682 Net earnings — — 11,990 — — 11,990 Changes in fair market value of derivatives, net of tax — — — 124 — 124 Changes in unrealized pension cost, net of tax — — — 1,422 — 1,422 Cumulative translation adjustment, net of tax — — — 12 — 12 Cash dividends of $ 0.04 per share — — ( 1,294 ) — — ( 1,294 ) Issued shares on vesting of restricted stock units 1,818 ( 3,218 ) — — — ( 1,400 ) Stock compensation — 1,180 — — — 1,180 Balances at March 31, 2021 $ 313,008 $ 39,616 $ 549,977 $ ( 94,363 ) $ ( 372,522 ) $ 435,716 See notes to unaudited condensed consolidated financial statements. 8 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED (in thousands except for share and per share data) March 31, 2022 NOTE 1 — Basis of Presentation The accompanying condensed consolidated financial statements have been prepared by CTS Corporation (“CTS”, "we", "our", "us" or the "Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, notes thereto, and other information included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2021. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments (consisting of normal recurring items) necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The reclassifications had no impact on previously reported net earnings. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. NOTE 2 – Revenue Recognition The core principle of Accounting Standard Codification (“ASC”) Topic 606 Revenue from Contracts with Customers 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. The guidance provides a five-step process to achieve that core principle: • Identify the contract(s) with a customer • Identify the performance obligations • Determine the transaction price • Allocate the transaction price • Recognize revenue when the performance obligations are met 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. Our contracts normally contain a single performance obligation that is fulfilled on the date of delivery or shipment based on shipping terms stipulated in the contract. We usually expect payment within 30 to 90 days from the shipping date, depending on our terms with the customer. None of our contracts as of March 31, 2022 contained a significant financing component. Differences between the amount of revenue recognized and the amount invoiced, collected from, or paid to our customers are recognized as contract assets or liabilities. Contract assets will be reviewed for impairment when events or circumstances indicate that they may not be recoverable. To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the most likely amount method based on an analysis of historical experience and current facts and circumstances, which requires significant judgment. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. 9 Disaggregated Revenue The following table presents revenues disaggregated by the major markets we serve: Three months ended March 31, 2022 March 31, 2021 Transportation $ 79,134 $ 75,854 Industrial 40,007 29,627 Medical 15,867 11,276 Aerospace & Defense 12,687 11,670 Total $ 147,695 $ 128,427 NOTE 3 – Business Acquisitions TEWA Temperature Sensors SP. Zo.o. Acquisition On February 28, 2022, we acquired 100 % of the outstanding shares of TEWA Temperature Sensors SP. Zo.o. (“TEWA”). TEWA is a designer and manufacturer of high-quality temperature sensors. TEWA has complementary capabilities with our existing temperature sensing platform and the acquisition supports our end market diversification strategy by expanding our presence in Europe . The purchase price, which includes assumed changes in working capital, of $ 24,484 , net of cash acquired of $ 2,945 , has been allocated to the fair values of assets and liabilities acquired as of February 28, 2022. The allocation of the purchase price continues to be preliminary pending the completion of the valuation of intangible assets and finalization of management's estimates. The final purchase price allocation may result in a materially different allocation than that recorded as of March 31, 2022. The following table summarizes the consideration paid and the fair values of the assets acquired, and the liabilities assumed as of the date of acquisition: Fair Values at February 28, 2022 Current assets $ 6,702 Property, plant and equipment 2,175 Other assets 28 Goodwill 7,726 Intangible assets 12,348 Fair value of assets acquired 28,979 Less fair value of liabilities acquired ( 4,495 ) Purchase price $ 24,484 Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes. The Company recorded a $ 1,164 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up is being amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold with $ 580 recognized in the first quarter of 2022. Intangible assets acquired have been assigned a provisional value of $ 12,348 and an estimated weighted average amortization period of 12 years. They are included as customer lists/relationships in our Condensed Consolidated Balance Sheets and subsequent notes. Due to the timing of the acquisition, the identification and valuation of all intangible assets remains incomplete; however, management used historical experience and projections to estimate the potential value at March 31, 2022. The amount and assumptions included above remain an estimate that will be adjusted once purchase accounting is complete. Ferroperm Piezoceramics A/S Announced Acquisition 10 On April 12, 2022, we entered into a Share Sale and Purchase Agreement (“SPA”) with Meggitt International, Ltd., a private limited company incorporated in England and Wales (“Seller”), and Meggitt International Holdings, Ltd., a private limited company incorporated in England and Wales (“Guarantor”), to acquire (the “Ferroperm Acquisition”) Meggitt A/S (a/k/a Ferroperm Piezoceramics A/S), a company incorporated in Denmark (“Ferroperm”). Seller and Guarantor are wholly-owned subsidiaries of Meggitt PLC, a public limited company incorporated in England and Wales. Ferroperm is a wholly-owned subsidiary of Seller, and a leading provider of advanced materials focused on high performance piezoelectric ceramics with a majority of its sales in the medical end-market. Pursuant to the SPA, the Company has agreed to purchase all of the issued and outstanding shares of Ferroperm from Seller for DKK 525 million in cash (approximately $ 76,800 based on the exchange rate between DKK and USD of 6.836 as of April 12, 2022), subject to customary net debt and working capital adjustments. The Ferroperm Acquisition is subject to the receipt of certain governmental approvals and the satisfaction of other closing conditions. The SPA contains customary conditions, representations, warranties, indemnities and covenants by, among, and for the benefit of the parties. At the time of the SPA, we hedged approximately DKK 400 million of the purchase price in order to manage the Company’s foreign currency risk. The hedge does not qualify for hedge accounting. NOTE 4 – Accounts Receivable, net The components of accounts receivable, net are as follows: As of March 31, December 31, 2022 2021 Accounts receivable, gross $ 96,499 $ 83,848 Less: Allowance for credit losses ( 1,392 ) ( 1,657 ) Accounts receivable, net $ 95,107 $ 82,191 NOTE 5 – Inventories, net Inventories, net consists of the following: As of March 31, December 31, 2022 2021 Finished goods $ 10,891 $ 11,955 Work-in-process 19,525 18,878 Raw materials 31,032 28,078 Less: Inventory reserves ( 8,994 ) ( 9,405 ) Inventories, net $ 52,454 $ 49,506 NOTE 6 – Property, Plant and Equipment, net Property, plant and equipment, net is comprised of the following: As of March 31, December 31, 2022 2021 Land and land improvements $ 1,099 $ 1,095 Buildings and improvements 71,176 69,614 Machinery and equipment 247,174 247,708 Less: Accumulated depreciation ( 222,408 ) ( 221,541 ) Property, plant and equipment, net $ 97,041 $ 96,876 11 Depreciation expense for the three months ended March 31, 2022 and March 31, 2021 was $ 4,368 and $ 4,431 , respectively. NOTE 7 – Retirement Plans Pension Plans Net pension expense for our domestic and foreign plans included in other income (expense), net in the Condensed Consolidated Statement of Earnings is as follows: Three months ended March 31, March 31, 2022 2021 Net pension expense $ 65 $ 1,957 The components of net pension expense for our domestic and foreign plans include the following: Domestic Pension Plans Foreign Pension Plans Three Months Ended Three Months Ended March 31, March 31, March 31, March 31, 2022 2021 2022 2021 Service cost $ — $ — $ 6 $ 6 Interest cost 5 1,253 4 4 Expected return on plan assets (1) — ( 1,113 ) ( 3 ) ( 3 ) Amortization of loss 8 1,767 45 43 Total expense, net $ 13 $ 1,907 $ 52 $ 50 (1) Expected return on plan assets is net of expected investment expenses and certain administrative expenses. In February 2020, the CTS Board of Directors authorized management to explore termination of the U.S.-based pension plan ("Plan"), subject to certain conditions. On June 1, 2020, we entered into the Fifth Amendment to the Plan whereby we set an effective termination date for the Plan of July 31, 2020. In February 2021, we received a determination letter from the Internal Revenue Service that allowed us to proceed with the termination process for the Plan. During the second quarter of 2021, the Company offered the option of receiving a lump sum payment to eligible participants with vested qualified Plan benefits in lieu of receiving monthly annuity payments. Approximately 365 participants elected to receive the settlement, and lump sum payments of approximately $ 35,594 were made from Plan assets to these participants in June 2021. As required under U.S. GAAP, the Company recognizes a settlement gain or loss when the aggregate amount of lump-sum distributions to participants equals or exceeds the sum of the service and interest cost components of the net periodic pension cost. The amount of settlement gain or loss recognized is the pro rata amount of the existing unrealized gain or loss immediately prior to the settlement. In general, both the projected benefit obligation and fair value of plan assets are required to be remeasured in order to determine the settlement gain or loss. Upon the partial settlement of the pension liability due to the lump sum offering in the second quarter of 2021, the Company recognized a non-cash and non-operating settlement charge of $ 20,063 related to pension losses, reclassified from accumulated other comprehensive loss to other income (expense) in the Company's Condensed Consolidated Statements of Earnings. On July 29, 2021, the Plan purchased a group annuity contract that transferred our benefit obligations for approximately 2,700 CTS participants and beneficiaries in the United States (“Transferred Participants”). As part of the purchase of the group annuity contract, Plan benefit obligations and related annuity administration services for Transferred Participants were irrevocably assumed and guaranteed by the insurance company effective as of August 3, 2021. There will be no change to pension benefits for Transferred Participants. The purchase of the group annuity contract was fully funded directly by Plan assets. As a result of the final settlement of the pension liability with the purchase of annuities, we reclassified the remaining related unrecognized pension losses of $ 106,206 that were previously recorded in accumulated other comprehensive loss to the Consolidated Statements of Earnings as a non-cash and non-operating settlement charge in the third quarter of 2021. In January 2022, we transferred approximately $ 17,500 of funds from Plan assets to a qualified replacement plan (“QRP”) managed by the Company. The QRP requires that these assets be used to fund future annual Company contributions to our U.S. 401(k) program. The Plan assets of $ 31,882 as of March 31, 2022, will remain in the Plan until final administrative tasks are completed. This 12 process is expected to be completed in the second quarter of 2022, whereby the remaining Plan assets will liquidate and revert to CTS. At that time, the funds will be subject to income and excise taxes . Other Post-retirement Benefit Plan Net post-retirement expense for our other post-retirement plan includes the following components: Three Months Ended March 31, March 31, 2022 2021 Service cost $ — $ — Interest cost 26 23 Amortization of gain — — Total expense, net $ 26 $ 23 NOTE 8 – Goodwill and Other Intangible Assets Other Intangible Assets Other intangible assets, net consist of the following components: As of March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Amount Customer lists/relationships $ 109,237 $ ( 50,676 ) $ 58,561 Technology and other intangibles 47,441 ( 26,153 ) 21,288 Other intangible assets, net $ 156,678 $ ( 76,829 ) $ 79,849 Amortization expense for the three months ended March 31, 2022 $ 2,381 As of December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Amount Customer lists/relationships $ 96,889 $ ( 49,213 ) $ 47,676 Technology and other intangibles 47,441 ( 25,229 ) 22,212 Other intangible assets, net $ 144,330 $ ( 74,442 ) $ 69,888 Amortization expense for the three months ended March 31, 2021 $ 2,369 Remaining amortization expense for other intangible assets as of March 31, 2022 is as follows: Amortization expense 2022 $ 7,581 2023 8,149 2024 7,987 2025 7,765 2026 7,731 Thereafter 40,636 Total amortization expense $ 79,849 Goodwill Changes in the net carrying amount of goodwill were as follows: Total Goodwill as of December 31, 2021 $ 109,798 Increase from acquisition 7,726 Goodwill as of March 31, 2022 117,524 13 NOTE 9 – Costs Associated with Exit and Restructuring Activities Restructuring charges are reported as a separate line within operating earnings in the Condensed Consolidated Statement of Earnings. Total restructuring charges are as follows: Three Months Ended March 31, 2022 March 31, 2021 Restructuring charges $ 312 $ 81 September 2020 Plan In September 2020, we initiated a restructuring plan focused on optimizing our manufacturing footprint and improving operational efficiency by better utilizing our systems capabilities (the "September 2020 Plan"). This plan includes transitioning certain administrative functions to a shared service center, realignment of manufacturing locations, and certain other efficiency improvement actions. The restructuring cost of the September 2020 Plan is now estimated to be in the range of $ 3,500 and $ 4,500 , including workforce reduction charges, building and equipment relocation charges and other contract and asset-related costs. We have incurred $ 1,397 in program costs to date. There were no substantial restructuring charges under the September 2020 Plan during the three months ended March 31, 2022. Due to the robust market demand and COVID-19 limitations, some projects are delayed. As of March 31, 2022 there was no liability related to the September 2020 Plan. Other Restructuring Activities From time to time we undertake other restructuring activities that are not part of a formal plan. During the three months ended March 31, 2022 and March 31, 2021, we incurred restructuring charges of $ 312 and $ 81 , respectively, primarily related to workforce reduction costs. The total restructuring liability associated with these actions was $ 816 at March 31, 2022 and $ 962 at December 31, 2021. The following table displays the restructuring liability activity included in accrued expenses and other liabilities for all plans for the three months ended March 31, 2022: Restructuring liability at January 1, 2022 $ 962 Restructuring charges 312 Cost paid ( 458 ) Other activity (1) — Restructuring liability at March 31, 2022 $ 816 (1) Other activity includes the effects of currency translation, non-cash asset write-downs and other charges that do not flow through restructuring expense. 14 NOTE 10 – Accrued Expenses and Other Liabilities The components of accrued expenses and other liabilities are as follows: As of March 31, December 31, 2022 2021 Accrued product related costs $ 3,102 $ 3,188 Accrued income taxes 8,170 6,761 Accrued property and other taxes 2,890 2,370 Accrued professional fees 1,876 1,629 Accrued customer related liabilities 4,250 3,254 Dividends payable 1,285 1,289 Remediation reserves 11,106 10,979 Derivative liabilities — 437 Other accrued liabilities 5,875 6,811 Total accrued expenses and other liabilities $ 38,554 $ 36,718 NOTE 11 – Commitments and Contingencies Certain processes in the manufacture of our current and past products create by-products classified as hazardous waste. We have been notified by the U.S. Environmental Protection Agency, state environmental agencies, and in some cases, groups of potentially responsible parties, that we may be potentially liable for environmental contamination at several sites currently and formerly owned or operated by us. Two of those sites, Asheville, North Carolina and Mountain View, California, are designated National Priorities List sites under the U.S. Environmental Protection Agency’s Superfund program. We accrue a liability for probable remediation activities, claims and proceedings against us with respect to environmental matters if the amount can be reasonably estimated, and provide disclosures including the nature of a loss whenever it is probable or reasonably possible that a potentially material loss may have occurred but cannot be estimated. We record contingent loss accruals on an undiscounted basis. A roll-forward of remediation reserves included in accrued expenses and other liabilities on the Condensed Consolidated Balance Sheets is comprised of the following: As of March 31, December 31, 2022 2021 Balance at beginning of period $ 10,979 $ 10,642 Remediation expense 511 2,254 Net remediation payments ( 383 ) ( 1,929 ) Other activity (1) ( 1 ) 12 Balance at end of the period $ 11,106 $ 10,979 (1) Other activity includes currency translation adjustments not recorded through remediation expense. Unrelated to the environmental claims described above, certain other legal claims are pending against us with respect to matters arising out of the ordinary conduct of our business. We provide product warranties when we sell our products and accrue for estimated liabilities at the time of sale. Warranty estimates are forecasts based on the best available information and historical claims experience. We accrue for specific warranty claims if we believe that the facts of a specific claim make it probable that a liability in excess of our historical experience has been or will be incurred, and provide disclosures for specific claims whenever it is reasonably possible that a material loss may be incurred which cannot be estimated. We cannot provide assurance that the ultimate disposition of environmental, legal, and product warranty claims will not materially exceed the amount of our accrued losses and adversely impact our consolidated financial position, results of operations, or cash flows. Our accrued liabilities and disclosures will be adjusted accordingly if additional information becomes available in the future. 15 NOTE 12 - Debt Long-term debt is comprised of the following: As of March 31, December 31, 2022 2021 Total credit facility $ 400,000 $ 400,000 Balance outstanding 50,000 50,000 Standby letters of credit 1,740 1,740 Amount available, subject to covenant restrictions $ 348,260 $ 348,260 Weighted-average interest rate 1.25 % 1.16 % On December 15, 2021, we entered into a second amended and restated five-year credit agreement with a group of banks (the “Revolving Credit Facility”) to (i) increase the total credit facility to $ 400,000 which may be increased by $ 200,000 at the request of the Company, subject to the administrative agent's approval, (ii) extend the maturity of the Revolving Credit Facility from February 12, 2024 to December 15, 2026 , (iii) replace LIBOR with SOFR as the primary reference rate used to calculate interest on the loans under the Revolving Credit Facility, (iv) increase available sublimits for letters of credit, and swingline loans as well as providing for additional alternative currency borrowing capabilities, and (v) modify the financial and non-financial covenants to provide the Company additional flexibility. Borrowings in U.S. dollars under the Revolving Credit Facility bear interest, at a per annum rate equal to the applicable Term SOFR rate (but not less than 0.0 %), plus the Term SOFR adjustment, and plus an applicable margin, which ranges from 1.00 % to 1.75 %, based on our net leverage ratio. Similarly, borrowings of alternative currencies under the Revolving Credit Facility bear interest equal to a defined risk-free reference rate, plus the applicable risk-free rate adjustment and plus an applicable margin, which ranges from 1.00 % to 1.75 %, based on our net leverage ratio . The Revolving Credit Facility includes a swing line sublimit of $ 20,000 and a letter of credit sublimit of $ 20,000 . We also pay a quarterly commitment fee on the unused portion of the Revolving Credit Facility. The commitment fee ranges from 0.175 % to 0.25 % based on our net leverage ratio. The Revolving Credit Facility requires, in addition to customary representations and warranties, that we comply with a maximum net leverage ratio and a minimum interest coverage ratio. Failure to comply with these covenants could reduce the borrowing availability under the Revolving Credit Facility. We were in compliance with all debt covenants at March 31, 2022. The Revolving Credit Facility requires that we deliver quarterly financial statements, annual financial statements, auditor certifications, and compliance certificates within a specified number of days after the end of a quarter and year. Additionally, the Revolving Credit Facility contains restrictions limiting our ability to: dispose of assets; incur certain additional debt; repay other debt or amend subordinated debt instruments; create liens on assets; make investments, loans or advances; make acquisitions or engage in mergers or consolidations; engage in certain transactions with our subsidiaries and affiliates; and make stock repurchases and dividend payments. 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, which approximates the effective interest method. Amortization expense for the three months ended March 31, 2022 and March 31, 2021 was approximately $ 48 and $ 42 , respectively. These costs are included in interest expense in our Consolidated Statements of Earnings. Note 13 - Derivative Financial Instruments Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates and interest rates. We selectively use derivative financial instruments including foreign currency forward contracts and interest rate swaps to manage our exposure to these risks. The use of derivative financial instruments exposes the Company to credit risk, which relates to 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. 16 The effective portion of derivative gains and losses are recorded in a ccumulated other comprehensive loss until the hedged transaction affects earnings upon settlement, at which time they are reclassified to cost of goods sold or net sales. If it is probable that an anticipated hedged transaction will not occur by the end of the originally specified time period, we reclassify the gains or losses related to that hedge from accumulated other comprehensive loss to o ther income ( expense ) , net . We assess hedge effectiveness qualitatively by verifying that the critical terms of the hedging instrument and the forecasted transaction continue to match, and that there have been no adverse developments that have increased the risk that the counterparty will default. No recognition of ineffectiveness was recorded in our Condensed Consolidated Statements of Earnings for the three months ended March 31, 2022. Foreign Currency Hedges We use forward contracts to mitigate currency risk related to a portion of our forecasted foreign currency revenues and costs. The currency forward contracts are designed as cash flow hedges and are recorded in the Condensed Consolidated Balance Sheets at fair value. We continue to monitor the Company’s overall currency exposure and may elect to add cash flow hedges in the future. At March 31, 2022, we had a net unrealized gain of $ 514 in accumulated other comprehensive loss, of which $ 511 is expected to be reclassified to earnings within the next 12 months. At March 31, 2021, we had a net unrealized gain of $ 670 in accumulated other comprehensive loss. The notional amount of foreign currency forward contracts outstanding was $ 13,734 at March 31, 2022. Interest Rate Swaps We use interest rate swaps to convert a portion of our revolving credit facility’s outstanding balance from a variable rate of interest to a fixed rate. As of March 31, 2022, we have agreements to fix interest rates on $ 50,000 of long-term debt until December 2026. The difference to be paid or received under the terms of the swap agreements will be recognized as an adjustment to interest expense when settled. These swaps are treated as cash flow hedges and consequently, the changes in fair value are recorded in other comprehensive (loss) income. The estimated net amount of the existing gains that are reported in accumulated other comprehensive (loss) income that are expected to be reclassified into earnings within the next twelve months is approximately $ 33 . The location and fair values of derivative instruments designated as hedging instruments in the Condensed Consolidated Balance Sheets as of March 31, 2022, are shown in the following table: As of March 31, December 31, 2022 2021 Interest rate swaps reported in Other current assets $ 43 $ — Interest rate swaps reported in Other assets $ 262 $ — Interest rate swaps reported in Accrued expenses and other liabilities $ — $ ( 437 ) Interest rate swaps reported in Other long-term obligations $ — $ ( 353 ) Foreign currency hedges reported in Other current assets $ 660 $ 135 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 $ 660 and foreign currency derivative liabilities of $ 0 at March 31, 2022. 17 The effect of derivative instruments on the Condensed Consolidated Statements of Earnings is as follows: Three Months Ended March 31, March 31, 2022 2021 Foreign Exchange Contracts: Amounts reclassified from AOCI to earnings: Cost of goods sold $ 146 $ 221 Selling, general and administrative expense — — Total gain reclassified from AOCI to earnings 146 221 Total derivative gain on foreign exchange contracts recognized in earnings $ 146 $ 221 Interest Rate Swaps: Benefit (expense) recorded in Interest expense $ 171 $ ( 176 ) Total net gains on derivatives $ 317 $ 45 NOTE 14 – Accumulated Other Comprehensive Loss Shareholders’ equity includes certain items classified as accumulated other comprehensive loss (“AOCI”) in the Condensed Consolidated Balance Sheets, including: • Unrealized gains (losses) on hedges relate to interest rate swaps to convert a portion of our Revolving Credit Facility's outstanding balance from a variable rate of interest into a fixed rate and foreign currency forward contracts used to hedge our exposure to changes in exchange rates affecting certain revenues and costs denominated in foreign currencies. These hedges are designated as cash flow hedges, and we have deferred income statement recognition of gains and losses until the hedged transactions occur, at which time amounts are reclassified into earnings. Further information related to our derivative financial instruments is included in Note 13 - Derivative Financial Instruments and Note 17 – Fair Value Measurements. • Unrealized gains (losses) on pension obligations are deferred from income statement recognition until the gains or losses are realized. Amounts reclassified to income from AOCI are included in net periodic pension income (expense). Further information related to our pension obligations is included in Note 7 – Retirement Plans. • Cumulative translation adjustments relate to our non-U.S. subsidiary companies that have designated a functional currency other than the U.S. Dollar. We are required to translate the subsidiary functional currency financial statements to dollars using a combination of historical, period-end, and average foreign exchange rates. This combination of rates creates the foreign currency translation adjustment component of other comprehensive income. Changes in exchange rates between the functional currency and the currency in which a transaction is denominated are foreign exchange transaction gains or losses. Transaction losses for the three months ended March 31, 2022 and March 31, 2021 were $ 288 and $ 1,330 , respectively, which have been included in other income (expense) in the Condensed Consolidated Statements of Earnings. 18 The components of accumulated other comprehensive loss for the three months ended March 31, 2022 are as follows: (Gain) Loss As of Gain (Loss) Reclassified As of December 31, Recognized from AOCI March 31, 2021 in OCI to Earnings 2022 Changes in fair market value of derivatives: Gross $ ( 634 ) $ 1,577 $ 26 $ 969 Income tax benefit (expense) 147 ( 363 ) ( 5 ) ( 221 ) Net ( 487 ) 1,214 21 748 Changes in unrealized pension cost: Gross ( 2,744 ) — 120 ( 2,624 ) Income tax benefit (expense) 738 — ( 26 ) 712 Net ( 2,006 ) — 94 ( 1,912 ) Cumulative translation adjustment: Gross ( 2,032 ) ( 249 ) — ( 2,281 ) Income tax benefit — — — — Net ( 2,032 ) ( 249 ) — ( 2,281 ) Total accumulated other comprehensive (loss) income $ ( 4,525 ) $ 965 $ 115 $ ( 3,445 ) The components of accumulated other comprehensive loss for the three months ended March 31, 2021, are as follows: (Gain) Loss As of (Loss) Gain Reclassified As of December 31, Recognized from AOCI March 31, 2020 in OCI to Earnings 2021 Changes in fair market value of derivatives: Gross $ ( 1,038 ) $ 206 $ ( 45 ) $ ( 877 ) Income tax benefit (expense) 240 ( 47 ) 10 203 Net ( 798 ) 159 ( 35 ) ( 674 ) Changes in unrealized pension cost: Gross ( 128,004 ) — 1,847 ( 126,157 ) Income tax benefit (expense) 34,917 — ( 425 ) 34,492 Net ( 93,087 ) — 1,422 ( 91,665 ) Cumulative translation adjustment: Gross ( 2,036 ) 12 — ( 2,024 ) Income tax benefit (expense) — — — — Net ( 2,036 ) 12 — ( 2,024 ) Total accumulated other comprehensive (loss) income $ ( 95,921 ) $ 171 $ 1,387 $ ( 94,363 ) NOTE 15 – Shareholders’ Equity Share count and par value data related to shareholders’ equity are as follows: As of March 31, December 31, 2022 2021 Preferred Stock Par value per share No par value No par value Shares authorized 25,000,000 25,000,000 Shares outstanding — — Common Stock Par value per share No par value No par value Shares authorized 75,000,000 75,000,000 Shares issued 57,305,743 57,245,060 Shares outstanding 32,123,222 32,178,715 Treasury stock Shares held 25,182,521 25,066,345 19 On May 13, 2021, the Board of Directors approved a new share repurchase program that authorizes the Company to repurchase up to $ 50,000 of the Company’s common stock. The repurchase program has no set expiration date and replaces the repurchase program approved by the Board of Directors on February 7, 2019. During the three months ended March 31, 2022, 116,176 shares of common stock were repurchased for $ 3,920 . During the three months ended March 31, 2021, there were no shares of common stock that were repurchased. As of March 31, 2022, approximately $ 37,295 remains available for future purchases. A roll-forward of common shares outstanding is as follows: Three months ended March 31, March 31, 2022 2021 Balance at the beginning of the year 32,178,715 32,276,787 Repurchases ( 116,176 ) — Restricted share issuances 60,683 71,573 Balance at the end of the period 32,123,222 32,348,360 Certain potentially dilutive restricted stock units are excluded from diluted earnings per share because they are anti-dilutive. The number of outstanding awards that were anti-dilutive for the three months ended March 31, 2022 and 2021 were 38,384 and 35,167 , respectively. NOTE 16- Stock-Based Compensation At March 31, 2022, we had five active stock-based compensation plans: the Non-Employee Directors’ Stock Retirement Plan (“Directors’ Plan”), the 2004 Omnibus Long-Term Incentive Plan (“2004 Plan”), the 2009 Omnibus Equity and Performance Incentive Plan (“2009 Plan”), the 2014 Performance and Incentive Compensation Plan (“2014 Plan”), and the 2018 Equity and Incentive Compensation Plan ("2018 Plan"). Future grants can only be made under the 2018 Plan. These plans allow for grants of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares, performance units, and other stock awards subject to the terms of the specific plans under which the awards are granted. The following table summarizes the compensation expense included in selling, general and administrative expenses in the Condensed Consolidated Statements of Earnings related to stock-based compensation plans: Three months ended March 31, March 31, 2022 2021 Service-based RSUs $ 676 $ 686 Performance-based RSUs 1,222 494 Cash-settled RSUs 52 39 Total $ 1,950 $ 1,219 Income tax benefit 449 281 Net expense $ 1,501 $ 938 The following table summarizes the unrecognized compensation expense related to non-vested RSUs by type and the weighted-average period in which the expense is to be recognized: Unrecognized Compensation Weighted- Expense at Average March 31, 2022 Period Service-based RSUs $ 3,433 1.56 Performance-based RSUs 6,118 2.08 Total $ 9,551 1.89 20 We recognize expense on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. The following table summarizes the status of these plans as of March 31, 2022: 2018 Plan 2014 Plan 2009 Plan 2004 Plan Directors' Plan Awards originally available 2,500,000 1,500,000 3,400,000 6,500,000 N/A Maximum potential RSU and cash settled awards outstanding 728,468 35,100 45,200 14,545 4,722 Maximum potential awards outstanding 728,468 35,100 45,200 14,545 4,722 RSUs and cash settled awards vested and released 110,669 — — — — Awards available for grant 1,660,863 — — — — Service-Based Restricted Stock Units The following table summarizes the service-based RSU activity for the three months ended March 31, 2022: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 283,216 $ 24.91 Granted 65,486 33.59 Vested and released ( 51,485 ) 30.69 Forfeited ( 3,753 ) 29.44 Outstanding at March 31, 2022 293,464 $ 25.78 Releasable at March 31, 2022 132,667 $ 17.53 Performance and Market-Based Restricted Stock Units The following table summarizes the performance and market-based RSU activity for the three months ended March 31, 2022: Units Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 237,767 $ 31.33 Granted 79,202 37.17 Attained by performance 5,128 29.50 Released ( 51,848 ) 30.64 Forfeited ( 9,653 ) 30.84 Outstanding at March 31, 2022 260,596 $ 33.23 Releasable at March 31, 2022 — $ — 21 Cash-Settled Restricted Stock Units Cash-Settled RSUs entitle the holder to receive the cash equivalent of one share of common stock for each unit when the unit vests. These RSUs are issued to key employees residing in foreign locations as direct compensation. Generally, these RSUs vest over a three-year period. Cash-Settled RSUs are classified as liabilities and are remeasured at each reporting date until settled. At March 31, 2022 and December 31, 2021 we had 44,430 and 32,085 cash-settled RSUs outstanding, respectively. At March 31, 2022 and December 31, 2021, liabilities of $ 212 and $ 400 , respectively, were included in accrued expenses and other liabilities on our Condensed Consolidated Balance Sheets. NOTE 17 — Fair Value Measurements The table below summarizes our financial assets and liabilities that were measured at fair value on a recurring basis at March 31, 2022: Quoted Prices in Active Asset (Liability) Significant Carrying Markets for Other Significant Value at Identical Observable Unobservable March 31, Instruments Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Interest rate swaps $ 305 $ — $ 305 $ — Foreign currency hedges $ 660 $ — $ 660 $ — Contingent consideration $ ( 1,050 ) $ — $ — $ ( 1,050 ) Qualified replacement plan assets $ 16,766 $ 16,766 $ — $ — The table below summarizes the financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021: Quoted Prices in Active Asset (Liability) Significant Carrying Markets for Other Significant Value at Identical Observable Unobservable December 31, Instruments Inputs Inputs 2021 (Level 1) (Level 2) (Level 3) Interest rate swaps $ ( 790 ) $ — $ ( 790 ) $ — Foreign currency hedges $ 135 $ — $ 135 $ — Contingent consideration $ ( 1,200 ) $ — $ — $ ( 1,200 ) 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. These derivative financial instruments are measured at fair value on a recurring basis. The fair value of our interest rate swaps and foreign currency hedges were measured using standard valuation models using market-based observable inputs over the contractual terms, including forward yield curves, among others. There is a readily determinable market for these derivative instruments, but that market is not active and therefore they are classified within Level 2 of the fair value hierarchy. The fair value of the contingent consideration requires significant judgment. The Company's fair value estimates used in the contingent consideration valuation are considered Level 3 fair value measurements. The fair value estimates were based on assumptions management believes to be reasonable, but that are inherently uncertain, including estimates of future revenues and timing of events and activities that are expected to take place. A roll-forward of the contingent consideration is as follows: 22 Contingent Consideration Balance at December 31, 2021 $ 1,200 Settled in cash ( 150 ) Balance at March 31, 2022 in accrued expenses and other liabilities $ 1,050 Our long-term debt consists of the Revolving Credit Facility which is recorded at its carrying value. There is a readily determinable market for our long-term debt and it is classified within Level 2 of the fair value hierarchy as the market is not deemed to be active. The fair value of long-term debt approximates carrying value and was determined by valuing a similar hypothetical coupon bond and attributing that value to our long-term debt under the Revolving Credit Facility. The QRP assets consist of investment funds maintained for future contributions to the Company’s U.S. 401(k) program . See Note 7 for further information on the QRP. The investments are Level 1 marketable securities and are recorded in Other assets on our Condensed Consolidated Balance Sheets. NOTE 18 — Income Taxes The effective tax rates for the three months ended March 31, 2022 and 2021 are as follows: Three months ended March 31, March 31, 2022 2021 Effective tax rate 21.4 % 18.9 % Our effective income tax rate was 21.4 % and 18.9 % in the first quarters of 2022 and 2021, respectively. The increase in effective income tax is primarily attributed to an increase in foreign withholding taxes. The first quarter 2022 effective income tax rate was higher than the U.S. statutory federal tax rate primarily due to the impact of foreign withholding taxes and state taxes. The first quarter 2021 effective tax rate was lower than the U.S. statutory federal tax rate primarily due to foreign earnings that are taxed at lower rates and tax benefits recorded upon vesting of restricted stock units.