Report of Independent Registered Public Accounting Firm
Plan Administrator
CTS Corporation Retirement Savings Plan
Elkhart, Indiana
We have audited the accompanying statement of net assets available for benefits of CTS Corporation
Retirement Savings Plan (Plan) as of December 31, 2006, and the related statement of changes in net
assets available for benefits for the year then ended. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of CTS Corporation Retirement
Savings Plan as of and for the year ended December 31, 2005, were audited by other accountants
whose report dated June 12, 2006, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of CTS Corporation Retirement Savings Plan as of
December 31, 2006, and the changes in its net assets available for benefits for the year then ended
in conformity with accounting principles generally accepted in the United States of America.
The accompanying supplemental schedules are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are supplementary information
required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plans management. These supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements and, in our opinion, are
fairly stated, in all material respects, in relation to the basic financial statements taken as a
whole.
/s/ BKD, LLP
Merrillville, Indiana
June 28, 2006
Federal Employer Identification Number: 44-0160260
1
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
CTS Corporation Retirement Savings Plan
Elkhart, Indiana
We have audited the accompanying statement of net assets available for benefits of CTS Corporation
Retirement Savings Plan as of December 31, 2005, and the related statement of changes in net assets
available for benefits for the year then ended. These financial statements are the responsibility
of the Plans administrator. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by the plan administrator, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the 2005 financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the plan as of December 31,2005, and the changes
in net assets available for benefits for the year then ended in conformity with U.S. generally
accepted accounting principles.
/s/ McGladrey & Pullen, LLP
Elkhart, Indiana
June 12, 2006
2
CTS
Corporation Retirement Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
Investments at fair value |
|
$ |
119,516,706 |
|
|
$ |
124,433,133 |
|
|
|
|
|
|
|
|
|
|
Contributions Receivable: |
|
|
|
|
|
|
|
|
Employer |
|
|
43,397 |
|
|
|
42,201 |
|
Employee |
|
|
100,572 |
|
|
|
97,461 |
|
|
|
|
|
|
|
|
|
|
|
143,969 |
|
|
|
139,662 |
|
|
|
|
|
|
|
|
Net Assets Available for Benefits |
|
$ |
119,660,675 |
|
|
$ |
124,572,795 |
|
|
|
|
|
|
|
|
See Notes to Financial Statements.
3
CTS Corporation Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
Investment Income: |
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
6,192,133 |
|
Interest |
|
|
193,912 |
|
Dividends |
|
|
5,482,065 |
|
Other investment income |
|
|
119,260 |
|
|
|
|
|
Net investment income |
|
|
11,987,370 |
|
|
|
|
|
|
Contributions: |
|
|
|
|
Employee |
|
|
3,342,122 |
|
Employer |
|
|
1,414,219 |
|
Rollovers |
|
|
353,866 |
|
|
|
|
|
|
|
|
5,110,207 |
|
|
|
|
|
Total additions |
|
|
17,097,577 |
|
|
|
|
|
|
|
|
|
|
Deductions: |
|
|
|
|
Benefits paid directly to participants |
|
|
21,867,308 |
|
Administrative expenses |
|
|
37,586 |
|
Other expenses |
|
|
104,803 |
|
|
|
|
|
Total deductions |
|
|
22,009,697 |
|
|
|
|
|
Net Decrease |
|
|
(4,912,120 |
) |
|
|
|
|
|
Net Assets Available for Benefits, Beginning of Year |
|
|
124,572,795 |
|
|
|
|
|
Net Assets Available for Benefits, End of Year |
|
$ |
119,660,675 |
|
|
|
|
|
See Notes to Financial Statements.
4
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
Note 1. Description of the Plan
The following brief description of the CTS Corporation Retirement Savings Plan (the Plan) is
provided for general information purposes only. Detailed information about the Plan is contained
in the summary plan description which is available from the CTS Corporation (the Company or
Employer) Human Resources Department.
General:
The Plan was established January 1, 1983 and provides the opportunity for eligible employees to
make regular and systematic savings through salary reductions and to share a portion of the profits
of the Company. The Plan is a defined contribution plan and is subject to Section 401(k) of the
Internal Revenue Code (IRC) and the provisions of the Employee Retirement Income Security Act of
1974 (ERISA).
Participation:
Employees hired on or before March 31, 2006, employees of International Electronic Research
Corporation, a Company subsidiary, and bargaining unit employees at the Companys Elkhart, Indiana
location, are eligible to participate in the Plan upon employment with the Company. Employees
hired on or after April 1, 2006 who are not employees of International Electronic Research
Corporation or bargaining unit employees at the Elkhart, Indiana location are eligible to
participate after 30 calendar days of continuous service. Active employees can enroll in the Plan
at the beginning of any calendar quarter.
Contributions:
Employees hired on or before March 31, 2006, employees of International Electronic Research
Corporation, a Company subsidiary, and bargaining unit employees at the Companys Elkhart, Indiana
location, may voluntarily contribute to the Plan, in 1 percent increments, amounts ranging from 1
percent to 35 percent of their gross pay. The Company makes matching contributions of 50 percent
of the participants voluntary contribution up to 6 percent of the participants eligible
compensation. No Company matching contributions are made on employee contributions in excess of 6
percent. The Company provides supplemental contributions at the rate of 3 percent of compensation
to non-exempt salaried and hourly employees not covered by a defined benefit plan, who became
eligible to participate in the Plan on or before March 31, 2006.
Employees hired after March 31, 2006 who are not employees of International Electronic Research
Corporation or bargaining unit employees at the Companys Elkhart, Indiana location are
automatically enrolled in the Plan, after 30 days of continuous service, at a contribution level of
3 percent, unless the employee completes the enrollment form indicating a different deferral
amount. The Company makes matching contributions of 100 percent of the participants voluntary
contribution up to 3 percent of the participants eligible compensation and 50 percent of the
participants voluntary contribution up to the next 2 percent of the participants eligible
compensation. No Company matching contributions are made on employee contributions in excess of 5
percent.
The Employer may also make an incentive contribution at the discretion of Company management. The
Plan also allows catch-up contributions for those participants age 50 or older. Contributions are
invested according to the election specified by each participant. Contributions by participants
who fail to make an election are invested in the JP Morgan Diversified Fund Select. The Plan
currently offers a money market fund, thirteen mutual funds and Company common stock as investment
options for participants.
Vesting:
Participants are immediately vested in their contributions plus actual earnings thereon.
Company contributions for participants who first became eligible to participate in the Plan on or
before March 31, 2006, employees of International Electronic Research Corporation, and bargaining
unit employees at the Companys
5
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
Elkhart, Indiana location vest at the rate of 20 percent for each year of employment and are fully
vested after five years of employment.
Company contributions for participants who first become eligible to participate in the Plan on or
after April 1, 2006 and who are not employees of International Electronic Research Corporation or
bargaining unit employees at the Companys Elkhart, Indiana location are immediately vested.
Payment of Benefits:
Following termination of service, if the participants vested account balance is less than $1,000,
the participant must take a lump-sum distribution of their vested account balance. Otherwise, the
participant may elect to receive a distribution of their vested account balance at any time.
Active participants who have attained age 59-1/2 or meet certain hardship criteria may elect an
in-service distribution. Distributions under the Plan can be in the form of a lump-sum payment,
installment payments or an annuity or a combination of installment payments and an annuity.
Participant Accounts:
Each participants account is credited with the participants contribution and allocations of (a)
the Companys contributions and (b) Plan earnings (losses), and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or account balances, as
defined by the Plan. Forfeited balances of terminated employees non-vested accounts are used to
reduce future Company contributions. The benefit to which a participant is entitled is the benefit
that can be provided from the participants vested account. For the years ended December 31, 2006
and 2005, there were $108,873 and $47,261, respectively, of non-vested forfeited accounts which
were used to reduce Company contributions. At December 31, 2006 and 2005, $141 and $22,497,
respectively, of non-vested forfeitures were available to reduce future Company contributions.
Participant Loans:
Participants may borrow from their accounts a minimum of $1,000 to a maximum amount equal to the
lesser of $50,000 or 50 percent of the vested portion of their account balance. The maximum term
of a loan is five years. However, the Plan Administrator may extend the loan term beyond five
years if the loan is used for the purpose of purchasing a principal residence. The loans bear
interest at the prime rate, as published in The Wall Street Journal, as of the first day of the
month in which the loan is granted, plus two percent. The loans are collateralized by the
participants vested account balance.
Note. 2 Summary of Significant Accounting Policies
Basis of Accounting:
The accounts of the Plan are maintained on the accrual basis of accounting.
Investments:
Investments in securities traded on a national securities exchange are valued at their quoted
market price on the last trading day of the Plan year. Investments in mutual funds are credited
with actual earnings on the underlying investments and are valued at the net asset value of shares
as determined primarily by quoted market prices. Cash and cash equivalents are valued at cost,
plus earnings. Participant loans are valued at cost which approximates fair value.
The Plan presents in its statement of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of its investments which consists of the realized
gains or losses and the unrealized appreciation (depreciation) on those investments. Purchases and
sales of securities are recorded on a trade-date basis.
6
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
Payment of Benefits:
Benefits are recorded when paid.
Expenses of the Plan:
Administrative expenses of the Plan are paid primarily by the Plan.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires the Plan Administrator to make significant estimates and
assumptions that affect the reported amounts of net assets available for benefits and disclosures
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of additions to and deductions from net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
Risks and Uncertainties:
The Plan provides for various investment options in combinations of stocks and mutual funds.
Investment securities are exposed to various risks, such as interest rate, market and credit. Due
to the level of risk associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least reasonably possible that
changes in risks in the near term could materially affect participants account balances and the
amounts reported in the statements of net assets available for benefits and the statement of
changes in net assets available for benefits.
Note 3. Administration of the Plan
JP Morgan Chase Bank is the Plan trustee. JP Morgan Retirement Plan Services, an agent of JP
Morgan Chase Bank, is the depository for the Plans assets and invests funds in accordance with the
Trust Agreement. The Plan Administrator is the CTS Corporation Benefit Plan Administration
Committee.
Note. 4 Investments
The investments reflected in the Statements of Net Assets Available for Benefits represent the
total assets in the Plan as of December 31, 2006 and 2005. The following is a summary of the
Plans participant-directed investments, at fair value, which were 5 percent or more of the Plans
net assets at December 31:
|
|
|
|
|
|
|
|
|
Investments |
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
JP Morgan Prime Money Market Fund |
|
$ |
19,631,149 |
|
|
$ |
21,206,073 |
|
CTS Corporation common stock |
|
|
9,194,874 |
|
|
|
8,469,223 |
|
Mutual Funds: |
|
|
|
|
|
|
|
|
GAMCO Growth Fund (formerly Gabelli Growth Fund) |
|
|
15,006,142 |
|
|
|
19,021,180 |
|
JP Morgan US Equity Fund |
|
|
13,776,520 |
|
|
|
13,844,619 |
|
American Century Ultra Fund |
|
|
13,652,250 |
|
|
|
19,611,244 |
|
American Century International Growth Fund |
|
|
9,438,442 |
|
|
|
7,347,226 |
|
JP Morgan Diversified Fund |
|
|
8,179,535 |
|
|
|
8,468,942 |
|
JP Morgan Intermediate Bond Fund |
|
|
7,466,570 |
|
|
|
7,975,027 |
|
7
CTS Corporation Retirement Savings Plan
Notes to Financial Statements
During 2006 the Plans investments (including gains and losses and investments bought and sold, as
well as held during the year) appreciated in value as follows:
|
|
|
|
|
|
|
|
|
|
CTS Corporation common stock |
|
$ |
3,248,737 |
|
Mutual Funds |
|
|
2,943,396 |
|
|
|
|
|
|
|
$ |
6,192,133 |
|
|
|
|
|
Note 5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of termination or partial termination of the Plan, all affected participants
will become fully vested in their accounts.
Note 6. Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated August 21,
2002 that the Plan and related trust are designed in accordance with applicable sections of the
IRC. The Plan has been amended since receiving the determination letter. However, the Plan
Administrator believes that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC.
Note 7. Party-In-Interest Transactions
Certain Plan investments held at December 31, 2006 and 2005 are shares of mutual funds managed by
JP Morgan Chase Bank. JP Morgan Chase Bank is the trustee as defined by the Plan and, therefore,
these transactions qualify as party-in-interest transactions.
In addition, certain Plan investments at December 31, 2006 and 2005 are shares of CTS Corporation
common stock. At December 31, 2006 and 2005, fair value of the shares of common stock was
$9,194,874 and $8,469,223, respectively. CTS Corporation is the Plan Sponsor as defined by the
Plan and, therefore, transactions related to the common stock qualify as party-in-interest
transactions.
The Company provides certain accounting, recordkeeping and administrative services to the Plan for
which it receives no compensation. Administrative expenses may be paid by the Company or the Plan,
at the Companys discretion.
Certain Plan investments at December 31, 2006 and 2005 were managed by agents of the trustee.
8
CTS Corporation Retirement Savings Plan
Schedule H,
Line 4a Delinquent Participant Contributions
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
Participant |
|
|
|
Total that Constitute |
|
|
|
Contributions |
|
|
|
Nonexempt Prohibited |
|
|
|
Transferred Late to Plan |
|
|
|
Transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
452 |
|
|
$ |
452 |
|
|
|
|
9
CTS Corporation Retirement Savings Plan
Schedule H, Line 4i Schedule of Assets Held at End of Year
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Description of Investments |
|
|
|
|
|
|
|
|
|
|
(b) Identity of Issuer, |
|
|
Including Maturity Date, |
|
|
|
|
|
|
|
|
|
|
Borrower, Lessor, |
|
|
Rate of Interest, Collateral, |
|
|
|
|
|
|
(e) Fair |
|
(a) |
|
or Similar Party |
|
|
Par or Maturity Value |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
JPMorgan Chase Bank |
|
Short-term Investment Fund |
|
|
|
|
|
$ |
499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
JPMorgan Prime Money Market Fund |
|
Money Market Fund (19,631,149 units) |
|
|
|
|
|
19,631,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CTS Corporation Common Stock |
|
|
|
|
|
|
|
|
* |
|
CTS Corporation |
|
(585,661 shares) |
|
|
|
|
|
9,194,874 |
|
|
|
|
|
|
|
Prudential Financial Common Stock |
|
|
|
|
|
|
|
|
|
|
Prudential Financial, Inc. |
|
(1,389 shares) |
|
|
|
|
|
119,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,314,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allegiant Large Cap Core Equity Fund |
|
Mutual Fund (27,718 units) |
|
|
|
|
|
348,415 |
|
* |
|
American Century Equity Index Fund |
|
Mutual Fund (477,555 units) |
|
|
|
|
|
2,698,184 |
|
* |
|
American Century International Growth Fund |
|
Mutual Fund (753,869 units) |
|
|
|
|
|
9,438,442 |
|
* |
|
American Century Large Company Value Fund |
|
Mutual Fund (418,754 units) |
|
|
|
|
|
3,174,152 |
|
* |
|
American Century Small Company Fund |
|
Mutual Fund (439,650 units) |
|
|
|
|
|
4,343,744 |
|
* |
|
American Century Strategic Allocation - Moderate Fund |
|
Mutual Fund (173,815 units) |
|
|
|
|
|
1,218,443 |
|
* |
|
American Century Ultra Fund |
|
Mutual Fund (503,587 units) |
|
|
|
|
|
13,652,250 |
|
|
|
GAMCO Growth Fund |
|
Mutual Fund (490,076 units) |
|
|
|
|
|
15,006,142 |
|
* |
|
JPMorgan Diversified Fund |
|
Mutual Fund (546,030 units) |
|
|
|
|
|
8,179,535 |
|
* |
|
JPMorgan Intermediate Bond Fund |
|
Mutual Fund (724,910 units) |
|
|
|
|
|
7,466,570 |
|
* |
|
JPMorgan US Equity Fund |
|
Mutual Fund (1,217,007 units) |
|
|
|
|
|
13,776,520 |
|
|
|
Oakmark Equity and Income Fund |
|
Mutual Fund (231,113 units) |
|
|
|
|
|
5,981,204 |
|
|
|
Royce Premier Fund |
|
Mutual Fund (195,396 units) |
|
|
|
|
|
3,431,149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL MUTUAL FUNDS |
|
|
|
|
|
$ |
88,714,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans |
|
$1,856,174 principal amount, interest rates ranging from 5.00% to 11.50%, due from July 24, 2004
to January 31, 2016 (303 loans) |
|
|
|
|
|
1,856,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
119,516,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Party-in-interest
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has
duly caused this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
|
|
|
|
CTS Corporation
Retirement Savings Plan
|
|
|
/s/ James L. Cummins
|
|
|
James L. Cummins, Chairman |
|
|
CTS Corporation
|
|
|
Benefit Plan Administration Committee |
|
|
Dated: June 29, 2007
11
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
23(a)
|
|
Consent of BKD, LLP |
|
|
|
|
|
23(b)
|
|
Consent of McGladrey & Pullen LLP |
12