Business Context and Reporting Period
Company: CTS Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: December 21, 2012
Event: Completion of acquisition of D & R Tech II, L.L.C.
Key Financial Metrics
Transaction Value: Approximately $63.5 million in cash.
Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the reporting period or the acquired entity.
Acquired Entity: D & R Tech II, L.L.C. (and its subsidiaries, including D&R Technology, LLC).
Material Changes
On December 21, 2012, CTS Corporation completed the purchase of all issued and outstanding membership interests of D & R Tech II, L.L.C. from Wanxiang Product Development Corp., RB D&R, LLC, and Anthony Urban. The acquired company is now a wholly-owned subsidiary of CTS.
Outlook, Risks, and Management Commentary
Business Scope: The acquired company engages in the custom design and manufacturing of non-contact sensors, non-contact switches, and electromechanical assemblies for automotive and industrial companies.
Management Action: CTS issued a press release on the date of closing, which is attached as Exhibit 99.
Risks/Contingencies: The filing text does not explicitly detail specific risks or contingencies beyond the standard disclosure of the transaction completion.
Investor Verification Checklist
- Verify the final purchase price of $63.5 million and any potential earn-out provisions not detailed in this summary.
- Review the attached Membership Interest Purchase Agreement (Exhibit 2.1) for specific terms and conditions.
- Assess the strategic fit of D & R Tech II's non-contact sensor and switch products within CTS's existing portfolio.
- Monitor future filings for the impact of this acquisition on CTS's consolidated financial statements and debt levels.