Delaware
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36-2090085
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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7401 West Wilson Avenue, Harwood Heights, Illinois
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60706-4548
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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As of
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As of
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October 31,
2015 |
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May 2,
2015 |
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(Unaudited)
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$
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186.6
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$
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168.1
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Accounts receivable, net
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165.2
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170.4
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Inventories:
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Finished products
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13.8
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16.0
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Work in process
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9.7
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12.2
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Materials
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42.7
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42.7
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66.2
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70.9
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Deferred income taxes
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13.9
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15.0
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Prepaid expenses and other current assets
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18.5
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13.9
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TOTAL CURRENT ASSETS
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450.4
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438.3
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PROPERTY, PLANT AND EQUIPMENT
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313.5
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309.2
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Less allowances for depreciation
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223.0
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215.9
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90.5
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93.3
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GOODWILL
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1.6
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1.7
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INTANGIBLE ASSETS, net
|
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10.1
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11.3
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PRE-PRODUCTION COSTS
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9.4
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10.5
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DEFERRED INCOME TAXES
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28.9
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32.1
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OTHER ASSETS
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19.0
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18.6
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69.0
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74.2
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TOTAL ASSETS
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$
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609.9
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$
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605.8
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LIABILITIES AND EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$
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71.2
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$
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70.1
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Other current liabilities
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40.3
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60.5
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TOTAL CURRENT LIABILITIES
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111.5
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130.6
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LONG-TERM DEBT
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22.0
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5.0
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OTHER LIABILITIES
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3.9
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4.0
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DEFERRED COMPENSATION
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7.8
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7.2
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SHAREHOLDERS’ EQUITY
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Common stock, $0.50 par value, 100,000,000 shares authorized, 39,453,447 and 39,702,036 shares issued as of October 31, 2015 and May 2, 2015, respectively
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19.7
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19.9
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Additional paid-in capital
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108.7
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102.2
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Accumulated other comprehensive income
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(16.4
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)
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(8.3
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)
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Treasury stock, 1,346,624 shares as of October 31, 2015 and May 2, 2015
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(11.5
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)
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(11.5
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)
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Retained earnings
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364.1
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356.5
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TOTAL METHODE ELECTRONICS, INC. SHAREHOLDERS’ EQUITY
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464.6
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458.8
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Noncontrolling interest
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0.1
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0.2
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TOTAL EQUITY
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464.7
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459.0
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TOTAL LIABILITIES AND EQUITY
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$
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609.9
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$
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605.8
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Three Months Ended
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Six Months Ended
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||||||||||||
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October 31,
2015 |
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November 1,
2014 |
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October 31,
2015 |
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November 1,
2014 |
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Net sales
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$
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208.4
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$
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229.7
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$
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411.7
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$
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447.8
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Cost of products sold
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157.5
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169.5
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307.2
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337.2
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Gross profit
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50.9
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60.2
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104.5
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110.6
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Selling and administrative expenses
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24.5
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25.4
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47.6
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47.6
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Income from operations
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26.4
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34.8
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56.9
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63.0
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Interest income, net
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(0.3
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)
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(0.1
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)
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(0.5
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)
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(0.2
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)
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Other (income) / expense
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(0.2
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)
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0.2
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(0.5
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)
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0.1
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Income before income taxes
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26.9
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34.7
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57.9
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63.1
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Income tax expense
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5.7
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8.7
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13.1
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15.7
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Net income
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21.2
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26.0
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44.8
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47.4
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Less: Net income attributable to noncontrolling interest
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—
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—
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—
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—
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NET INCOME ATTRIBUTABLE TO METHODE ELECTRONICS, INC.
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$
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21.2
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$
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26.0
|
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$
|
44.8
|
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$
|
47.4
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Amounts per common share attributable to Methode Electronics, Inc.:
|
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Basic
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$
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0.55
|
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$
|
0.67
|
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$
|
1.15
|
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$
|
1.23
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Diluted
|
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$
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0.54
|
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$
|
0.66
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$
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1.15
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$
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1.21
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Cash dividends:
|
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|
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Common stock
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$
|
0.09
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$
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0.09
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$
|
0.18
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$
|
0.18
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Weighted average number of Common Shares outstanding:
|
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Basic
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38,972,930
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38,694,583
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38,913,836
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38,571,015
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Diluted
|
|
39,077,839
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39,516,436
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39,031,424
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|
|
39,038,647
|
|
|
Three Months Ended
|
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Six Months Ended
|
||||||||||||
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October 31,
2015 |
|
November 1, 2014
|
|
October 31, 2015
|
|
November 1, 2014
|
||||||||
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|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
21.2
|
|
|
$
|
26.0
|
|
|
$
|
44.8
|
|
|
$
|
47.4
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(2.0
|
)
|
|
(10.8
|
)
|
|
(8.1
|
)
|
|
(16.1
|
)
|
||||
Comprehensive income
|
19.2
|
|
|
15.2
|
|
|
36.7
|
|
|
31.3
|
|
||||
Less: Comprehensive income attributable to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Comprehensive income attributable to Methode Electronics, Inc.
|
$
|
19.2
|
|
|
$
|
15.2
|
|
|
$
|
36.7
|
|
|
$
|
31.3
|
|
|
|
Six Months Ended
|
||||||
|
|
October 31,
2015 |
|
November 1,
2014 |
||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
||
Net income
|
|
$
|
44.8
|
|
|
$
|
47.4
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Provision for depreciation
|
|
10.8
|
|
|
11.2
|
|
||
Amortization of intangibles
|
|
1.2
|
|
|
0.8
|
|
||
Amortization of stock awards and stock options
|
|
2.2
|
|
|
2.2
|
|
||
Changes in operating assets and liabilities
|
|
(9.9
|
)
|
|
1.6
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
49.1
|
|
|
63.2
|
|
||
|
|
|
|
|
||||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
|
(9.5
|
)
|
|
(10.8
|
)
|
||
NET CASH USED IN INVESTING ACTIVITIES
|
|
(9.5
|
)
|
|
(10.8
|
)
|
||
|
|
|
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Taxes paid related to net share settlement of equity awards
|
|
(7.6
|
)
|
|
—
|
|
||
Purchase of common stock
|
|
(22.8
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
0.4
|
|
|
6.3
|
|
||
Excess tax benefit from equity-based compensation
|
|
4.0
|
|
|
—
|
|
||
Cash dividends
|
|
(6.9
|
)
|
|
(6.9
|
)
|
||
Proceeds from borrowings
|
|
25.0
|
|
|
—
|
|
||
Repayment of borrowings
|
|
(8.0
|
)
|
|
(18.0
|
)
|
||
NET CASH USED IN FINANCING ACTIVITIES
|
|
(15.9
|
)
|
|
(18.6
|
)
|
||
|
|
|
|
|
||||
Effect of foreign currency exchange rate changes on cash
|
|
(5.2
|
)
|
|
(6.0
|
)
|
||
|
|
|
|
|
||||
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
18.5
|
|
|
27.8
|
|
||
Cash and cash equivalents at beginning of period
|
|
168.1
|
|
|
116.4
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
186.6
|
|
|
$
|
144.2
|
|
|
|
As of October 31, 2015
|
||||||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
Power
|
|
|
||||||
|
|
Interface
|
|
Products
|
|
Total
|
||||||
Balance as of May 2, 2015
|
|
$
|
0.7
|
|
|
$
|
1.0
|
|
|
$
|
1.7
|
|
Foreign currency translation
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Balance as of October 31, 2015
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
|
$
|
1.6
|
|
|
|
As of October 31, 2015
|
||||||||||||
|
|
|
|
|
|
|
|
Wtd. Avg.
|
||||||
|
|
|
|
|
|
|
|
Remaining
|
||||||
|
|
|
|
Accumulated
|
|
|
|
Amortization
|
||||||
|
|
Gross
|
|
Amortization
|
|
Net
|
|
Periods (Years)
|
||||||
Customer relationships and agreements
|
|
$
|
16.3
|
|
|
$
|
15.2
|
|
|
$
|
1.1
|
|
|
8.3
|
Trade names, patents and technology licenses
|
|
25.8
|
|
|
16.8
|
|
|
9.0
|
|
|
2.9
|
|||
Covenants not to compete
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
1.9
|
|||
Total
|
|
$
|
42.2
|
|
|
$
|
32.1
|
|
|
$
|
10.1
|
|
|
|
|
|
As of May 2, 2015
|
||||||||||||
|
|
|
|
|
|
|
|
Wtd. Avg.
|
||||||
|
|
|
|
|
|
|
|
Remaining
|
||||||
|
|
|
|
Accumulated
|
|
|
|
Amortization
|
||||||
|
|
Gross
|
|
Amortization
|
|
Net
|
|
Periods (Years)
|
||||||
Customer relationships and agreements
|
|
$
|
16.3
|
|
|
$
|
15.0
|
|
|
$
|
1.3
|
|
|
8.8
|
Trade names, patents and technology licenses
|
|
25.8
|
|
|
15.8
|
|
|
10.0
|
|
|
3.3
|
|||
Covenants not to compete
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
2.4
|
|||
Total
|
|
$
|
42.2
|
|
|
$
|
30.9
|
|
|
$
|
11.3
|
|
|
|
2016
|
|
$2.4
|
2017
|
|
$2.3
|
2018
|
|
$2.2
|
2019
|
|
$2.1
|
2020
|
|
$0.2
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
October 31,
2015 |
|
November 1,
2014 |
|
October 31,
2015 |
|
November 1,
2014 |
||||||||
Numerator - net income attributable to Methode Electronics, Inc.
|
|
$
|
21.2
|
|
|
$
|
26.0
|
|
|
$
|
44.8
|
|
|
$
|
47.4
|
|
Denominator:
|
|
—
|
|
|
—
|
|
|
|
|
|
||||||
Denominator for basic net income per share-weighted average shares outstanding and vested/unissued restricted stock awards
|
|
38,972,930
|
|
|
38,694,583
|
|
|
38,913,836
|
|
|
38,571,015
|
|
||||
Dilutive potential common shares-employee and director stock options, restricted stock awards and restricted stock units
|
|
104,909
|
|
|
821,853
|
|
|
117,588
|
|
|
467,632
|
|
||||
Denominator for diluted net income per share
|
|
39,077,839
|
|
|
39,516,436
|
|
|
39,031,424
|
|
|
39,038,647
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.55
|
|
|
$
|
0.67
|
|
|
$
|
1.15
|
|
|
$
|
1.23
|
|
Diluted
|
|
$
|
0.54
|
|
|
$
|
0.66
|
|
|
$
|
1.15
|
|
|
$
|
1.21
|
|
|
|
Three Months Ended October 31, 2015
|
||||||||||||||||||||||
|
|
Automotive
|
|
Interface
|
|
Power
Products
|
|
Other
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
163.1
|
|
|
$
|
36.0
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
|
$
|
(2.5
|
)
|
|
$
|
208.4
|
|
Transfers between segments
|
|
(2.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
||||||
Net sales to unaffiliated customers
|
|
$
|
160.8
|
|
|
$
|
35.8
|
|
|
$
|
11.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
208.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from operations
|
|
$
|
35.1
|
|
|
$
|
1.4
|
|
|
$
|
0.5
|
|
|
$
|
(1.9
|
)
|
|
$
|
(8.7
|
)
|
|
$
|
26.4
|
|
Interest income, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|||||||||||
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26.9
|
|
|
|
Three Months Ended November 1, 2014
|
||||||||||||||||||||||
|
|
Automotive
|
|
Interface
|
|
Power
Products
|
|
Other
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
167.1
|
|
|
$
|
41.1
|
|
|
$
|
21.7
|
|
|
$
|
1.7
|
|
|
$
|
(1.9
|
)
|
|
$
|
229.7
|
|
Transfers between segments
|
|
(1.2
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
1.9
|
|
|
—
|
|
||||||
Net sales to unaffiliated customers
|
|
$
|
165.9
|
|
|
$
|
40.6
|
|
|
$
|
21.6
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
229.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(loss) from operations
|
|
$
|
35.0
|
|
|
$
|
4.8
|
|
|
$
|
5.6
|
|
|
$
|
(1.0
|
)
|
|
$
|
(9.6
|
)
|
|
$
|
34.8
|
|
Interest income, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.1
|
)
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
|
0.2
|
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34.7
|
|
|
|
Six Months Ended October 31, 2015
|
||||||||||||||||||||||
|
|
Automotive
|
|
Interface
|
|
Power
Products
|
|
Other
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
317.9
|
|
|
$
|
70.1
|
|
|
$
|
28.3
|
|
|
$
|
0.1
|
|
|
$
|
(4.7
|
)
|
|
$
|
411.7
|
|
Transfers between segments
|
|
(4.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
4.7
|
|
|
—
|
|
||||||
Net sales to unaffiliated customers
|
|
$
|
313.8
|
|
|
$
|
69.6
|
|
|
$
|
28.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
411.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(loss) from operations
|
|
$
|
71.1
|
|
|
$
|
2.1
|
|
|
$
|
3.5
|
|
|
$
|
(4.1
|
)
|
|
$
|
(15.7
|
)
|
|
$
|
56.9
|
|
Interest income, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|||||||||||
Other income, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
57.9
|
|
|
|
Six Months Ended November 1, 2014
|
||||||||||||||||||||||
|
|
Automotive
|
|
Interface
|
|
Power
Products
|
|
Other
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net sales
|
|
$
|
323.9
|
|
|
$
|
85.6
|
|
|
$
|
38.0
|
|
|
$
|
3.4
|
|
|
$
|
(3.1
|
)
|
|
$
|
447.8
|
|
Transfers between segments
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
3.0
|
|
|
—
|
|
||||||
Net sales to unaffiliated customers
|
|
$
|
322.3
|
|
|
$
|
84.5
|
|
|
$
|
37.8
|
|
|
$
|
3.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
447.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(loss) from operations
|
|
$
|
62.7
|
|
|
$
|
11.9
|
|
|
$
|
8.6
|
|
|
$
|
(3.1
|
)
|
|
$
|
(17.1
|
)
|
|
$
|
63.0
|
|
Interest income, net
|
|
|
|
|
|
|
|
|
|
|
|
(0.2
|
)
|
|||||||||||
Other expense, net
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
63.1
|
|
•
|
Our business is highly dependent on two large automotive customers. If we were to lose either of these customers or experienced a significant decline in the volume or price of products purchased by these customers, or if either of the customers declare bankruptcy, our future results could be adversely affected.
|
•
|
Because we derive a substantial portion of our revenues from customers in the automotive, appliance, computer and communications industries, we are susceptible to trends and factors affecting those industries.
|
•
|
Our ability to market our automotive products is subject to a lengthy sales cycle, which requires significant investment prior to significant sales revenues, and there is no assurance that our products will be implemented in any particular vehicle.
|
•
|
We are subject to continuing pressure to lower our prices.
|
•
|
A significant fluctuation between the U.S. dollar and other currencies could adversely impact our operating results.
|
•
|
Our inability to effectively manage the timing, volume, quality and cost of new program launches could adversely affect our financial performance.
|
•
|
Disruption of our supply chain could have an adverse effect on our business, financial condition and results of operations.
|
•
|
We are dependent on the availability and price of materials.
|
•
|
A significant portion of our business activities are conducted in foreign countries, exposing us to additional risks that may not exist in the United States.
|
•
|
Changes in our effective tax rate may harm our results of operations.
|
•
|
Our gross margins are subject to fluctuations due to many factors such as geographical and vertical market pricing mix, changes in the mix of our prototyping and production-based business, competitive pricing dynamics and customer mix, pricing concessions, various manufacturing cost variables including product yields, package and assembly costs and provisions for obsolete inventory and the absorption of manufacturing overhead and any significant decrease in our gross margins could adversely affect our business, financial condition and results of operations.
|
•
|
We may be required to recognize impairment charges.
|
•
|
We may be unable to keep pace with rapid technological changes, which could adversely affect our business.
|
•
|
Our technology-based business and the markets in which we operate are highly competitive. If we are unable to compete effectively, our sales could decline.
|
•
|
Any decision to strategically divest one or more current businesses or our inability to capitalize on prior or future acquisitions may adversely affect our business.
|
•
|
Products we manufacture may contain design or manufacturing defects that could result in reduced demand for our products or services, costs associated with recalls, or liability claims against us.
|
•
|
If we are unable to protect our intellectual property or we infringe, or are alleged to infringe, on another person’s intellectual property, our business, financial condition and operating results could be materially adversely affected.
|
•
|
We currently have a significant amount of our cash located outside the U.S.
|
•
|
Should a catastrophic event or other significant business interruption occur at any of our facilities, we could face significant reconstruction or remediation costs, penalties, third party liability and loss of production capacity, which could adversely affect our business.
|
•
|
Our information technology (“IT”) systems could be breached.
|
•
|
Regulations related to the use of conflict-free minerals may increase our costs and expenses, and an inability to certify that our products are conflict-free may adversely affect customer relationships.
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
208.4
|
|
|
$
|
229.7
|
|
|
$
|
(21.3
|
)
|
|
(9.3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
157.5
|
|
|
169.5
|
|
|
(12.0
|
)
|
|
(7.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
50.9
|
|
|
60.2
|
|
|
(9.3
|
)
|
|
(15.4
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
24.5
|
|
|
25.4
|
|
|
(0.9
|
)
|
|
(3.5
|
)%
|
|||
Interest income, net
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
N/M
|
||||
Other (income)/expense, net
|
|
(0.2
|
)
|
|
0.2
|
|
|
(0.4
|
)
|
|
N/M
|
||||
Income tax expense
|
|
5.7
|
|
|
8.7
|
|
|
(3.0
|
)
|
|
(34.5
|
)%
|
|||
Net income attributable to Methode Electronics, Inc.
|
|
$
|
21.2
|
|
|
$
|
26.0
|
|
|
$
|
(4.8
|
)
|
|
(18.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
75.6
|
%
|
|
73.8
|
%
|
|
|
|
|
|||||
Gross margins
|
|
24.4
|
%
|
|
26.2
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
11.8
|
%
|
|
11.1
|
%
|
|
|
|
|
|||||
Interest income, net
|
|
(0.1
|
)%
|
|
—
|
%
|
|
|
|
|
|||||
Other (income)/expense, net
|
|
(0.1
|
)%
|
|
0.1
|
%
|
|
|
|
|
|||||
Income tax expense
|
|
2.7
|
%
|
|
3.8
|
%
|
|
|
|
|
|||||
Net income attributable to Methode Electronics, Inc.
|
|
10.2
|
%
|
|
11.3
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
160.8
|
|
|
$
|
165.9
|
|
|
$
|
(5.1
|
)
|
|
(3.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
117.6
|
|
|
122.9
|
|
|
(5.3
|
)
|
|
(4.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
43.2
|
|
|
43.0
|
|
|
0.2
|
|
|
0.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
8.1
|
|
|
8.0
|
|
|
0.1
|
|
|
1.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
35.1
|
|
|
$
|
35.0
|
|
|
$
|
0.1
|
|
|
0.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
73.1
|
%
|
|
74.1
|
%
|
|
|
|
|
|||||
Gross margins
|
|
26.9
|
%
|
|
25.9
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
5.0
|
%
|
|
4.8
|
%
|
|
|
|
|
|||||
Income from operations
|
|
21.8
|
%
|
|
21.1
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
35.8
|
|
|
$
|
40.6
|
|
|
$
|
(4.8
|
)
|
|
(11.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
26.4
|
|
|
30.1
|
|
|
(3.7
|
)
|
|
(12.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
9.4
|
|
|
10.5
|
|
|
(1.1
|
)
|
|
(10.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
8.0
|
|
|
5.7
|
|
|
2.3
|
|
|
40.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
1.4
|
|
|
$
|
4.8
|
|
|
$
|
(3.4
|
)
|
|
(70.8
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
73.7
|
%
|
|
74.1
|
%
|
|
|
|
|
|||||
Gross margins
|
|
26.3
|
%
|
|
25.9
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
22.3
|
%
|
|
14.0
|
%
|
|
|
|
|
|||||
Income from operations
|
|
3.9
|
%
|
|
11.8
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
11.8
|
|
|
$
|
21.6
|
|
|
$
|
(9.8
|
)
|
|
(45.4
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
10.7
|
|
|
14.7
|
|
|
(4.0
|
)
|
|
(27.2
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
1.1
|
|
|
6.9
|
|
|
(5.8
|
)
|
|
(84.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
0.6
|
|
|
1.3
|
|
|
(0.7
|
)
|
|
(53.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
0.5
|
|
|
$
|
5.6
|
|
|
$
|
(5.1
|
)
|
|
(91.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
90.7
|
%
|
|
68.1
|
%
|
|
|
|
|
|||||
Gross margins
|
|
9.3
|
%
|
|
31.9
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
5.1
|
%
|
|
6.0
|
%
|
|
|
|
|
|||||
Income from operations
|
|
4.2
|
%
|
|
25.9
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
(1.6
|
)
|
|
(100.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
1.1
|
|
|
1.7
|
|
|
(0.6
|
)
|
|
(35.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
(1.1
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
|
1,000.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
0.8
|
|
|
0.9
|
|
|
(0.1
|
)
|
|
(11.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss from operations
|
|
$
|
(1.9
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(0.9
|
)
|
|
N/M
|
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
N/M
|
|
100.0
|
%
|
|
|
|
|
||||||
Cost of products sold
|
|
N/M
|
|
106.3
|
%
|
|
|
|
|
||||||
Gross margins
|
|
N/M
|
|
(6.3
|
)%
|
|
|
|
|
||||||
Selling and administrative expenses
|
|
N/M
|
|
56.3
|
%
|
|
|
|
|
||||||
Loss from operations
|
|
N/M
|
|
(62.5
|
)%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
411.7
|
|
|
$
|
447.8
|
|
|
$
|
(36.1
|
)
|
|
(8.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
307.2
|
|
|
337.2
|
|
|
(30.0
|
)
|
|
(8.9
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
104.5
|
|
|
110.6
|
|
|
(6.1
|
)
|
|
(5.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
47.6
|
|
|
47.6
|
|
|
—
|
|
|
—
|
%
|
|||
Interest income, net
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
N/M
|
|
|||
Other (income)/expense, net
|
|
(0.5
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|
N/M
|
|
|||
Income tax expense
|
|
13.1
|
|
|
15.7
|
|
|
(2.6
|
)
|
|
(16.6
|
)%
|
|||
Net income attributable to Methode Electronics, Inc.
|
|
$
|
44.8
|
|
|
$
|
47.4
|
|
|
$
|
(2.6
|
)
|
|
(5.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
74.6
|
%
|
|
75.3
|
%
|
|
|
|
|
|||||
Gross margins
|
|
25.4
|
%
|
|
24.7
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
11.6
|
%
|
|
10.6
|
%
|
|
|
|
|
|||||
Interest income, net
|
|
(0.1
|
)%
|
|
—
|
%
|
|
|
|
|
|||||
Other (income)/expense, net
|
|
(0.1
|
)%
|
|
—
|
%
|
|
|
|
|
|||||
Income tax expense
|
|
3.2
|
%
|
|
3.5
|
%
|
|
|
|
|
|||||
Net income attributable to Methode Electronics, Inc.
|
|
10.9
|
%
|
|
10.6
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
313.8
|
|
|
$
|
322.3
|
|
|
$
|
(8.5
|
)
|
|
(2.6
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
226.6
|
|
|
243.8
|
|
|
(17.2
|
)
|
|
(7.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
87.2
|
|
|
78.5
|
|
|
8.7
|
|
|
11.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
16.1
|
|
|
15.8
|
|
|
0.3
|
|
|
1.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
71.1
|
|
|
$
|
62.7
|
|
|
$
|
8.4
|
|
|
13.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
72.2
|
%
|
|
75.6
|
%
|
|
|
|
|
|||||
Gross margins
|
|
27.8
|
%
|
|
24.4
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
5.1
|
%
|
|
4.9
|
%
|
|
|
|
|
|||||
Income from operations
|
|
22.7
|
%
|
|
19.5
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
69.6
|
|
|
$
|
84.5
|
|
|
$
|
(14.9
|
)
|
|
(17.6
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
53.1
|
|
|
61.9
|
|
|
(8.8
|
)
|
|
(14.2
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
16.5
|
|
|
22.6
|
|
|
(6.1
|
)
|
|
(27.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
14.4
|
|
|
10.7
|
|
|
3.7
|
|
|
34.6
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
2.1
|
|
|
$
|
11.9
|
|
|
$
|
(9.8
|
)
|
|
(82.4
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
76.3
|
%
|
|
73.3
|
%
|
|
|
|
|
|||||
Gross margins
|
|
23.7
|
%
|
|
26.7
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
20.7
|
%
|
|
12.7
|
%
|
|
|
|
|
|||||
Income from operations
|
|
3.0
|
%
|
|
14.1
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
28.3
|
|
|
$
|
37.8
|
|
|
$
|
(9.5
|
)
|
|
(25.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
23.1
|
|
|
26.7
|
|
|
(3.6
|
)
|
|
(13.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
5.2
|
|
|
11.1
|
|
|
(5.9
|
)
|
|
(53.2
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
1.7
|
|
|
2.5
|
|
|
(0.8
|
)
|
|
(32.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
3.5
|
|
|
$
|
8.6
|
|
|
$
|
(5.1
|
)
|
|
(59.3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
81.6
|
%
|
|
70.6
|
%
|
|
|
|
|
|||||
Gross margins
|
|
18.4
|
%
|
|
29.4
|
%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
6.0
|
%
|
|
6.6
|
%
|
|
|
|
|
|||||
Income from operations
|
|
12.4
|
%
|
|
22.8
|
%
|
|
|
|
|
|
|
October 31,
2015 |
|
November 1,
2014 |
|
Net Change
|
|
Net Change
|
|||||||
Net sales
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
(3.3
|
)
|
|
(100.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of products sold
|
|
2.1
|
|
|
3.6
|
|
|
(1.5
|
)
|
|
(41.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross profit
|
|
(2.1
|
)
|
|
(0.3
|
)
|
|
(1.8
|
)
|
|
N/M
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and administrative expenses
|
|
2.0
|
|
|
2.7
|
|
|
(0.7
|
)
|
|
(25.9
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss from operations
|
|
$
|
(4.1
|
)
|
|
$
|
(3.0
|
)
|
|
$
|
(1.1
|
)
|
|
36.7
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
October 31,
2015 |
|
November 1,
2014 |
|
|
|
|
|||||||
Net sales
|
|
N/A
|
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of products sold
|
|
N/A
|
|
|
109.1
|
%
|
|
|
|
|
|||||
Gross margins
|
|
N/A
|
|
|
(9.1
|
)%
|
|
|
|
|
|||||
Selling and administrative expenses
|
|
N/A
|
|
|
81.8
|
%
|
|
|
|
|
|||||
Loss from operations
|
|
N/A
|
|
|
(90.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number (or approximate dollar value) of remaining Shares that may be Purchased Under the Plans or Programs
|
||||||
Period
|
|
Total Number of Shares Purchases
|
|
Average Price Paid Per Share
|
|
|
||||||||
August 2, 2015 through August 29, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
August 30, 2015 through October 3, 2015
|
|
710,502
|
|
(1)
|
$
|
31.99
|
|
|
710,502
|
|
(1)
|
$77.2 million
|
|
|
October 4, 2015 through October 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exhibit
Number
|
|
Description
|
10.1
|
|
Agreement and General Release between the Company and Thomas Reynolds, effective September 28, 2015
(1)
|
10.2
|
|
Performance Based Restricted Stock Form Award Agreement dated October 7, 2015
(2)
|
10.3
|
|
Restricted Stock Unit Form Award Agreement dated October 7, 2015
(2)
|
10.4
|
|
Form of Amendment to Change in Control Agreement dated November 8, 2010
(3)
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
|
32
|
|
Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
|
101
|
|
Interactive Data File
|
|
|
|
METHODE ELECTRONICS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Douglas A. Koman
|
|
|
|
|
Douglas A. Koman
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(principal financial officer)
|
|
|
|
|
|
Dated:
|
December 10, 2015
|
|
|
Exhibit
Number
|
|
Description
|
10.1
|
|
Agreement and General Release between the Company and Thomas Reynolds, effective September 28, 2015
(1)
|
10.2
|
|
Performance Based Restricted Stock Form Award Agreement dated October 7, 2015
(2)
|
10.3
|
|
Restricted Stock Unit Form Award Agreement dated October 7, 2015
(2)
|
10.4
|
|
Form of Amendment to Change in Control Agreement dated November 8, 2010
(3)
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
|
32
|
|
Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
|
101
|
|
Interactive Data File
|
(i)
|
The Company shall materially reduce the nature, scope or level of Executive’s responsibilities from the nature, scope or level of such responsibilities prior to the Change in Control (or prior to the Period Pending a Change in Control), or shall fail to provide Executive with adequate office facilities and support services to perform such responsibilities.
|
(ii)
|
The Company shall require Executive to move Executive’s principal business office more than 25 miles from Executive’s principal business office at the time of this Agreement, or assign to Executive duties that would reasonably require such move; provided, however, that if Executive’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Executive to move Executive’s principal business office to such corporate headquarters, or assigns to Executive duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection (ii).
|
(iii)
|
The Company shall require Executive, or assign duties to Executive which would reasonably require Executive, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Agreement) that Executive spends away from Executive’s principal business office during any consecutive twelve-month period.
|
(iv)
|
The Company shall reduce Executive’s Annual Salary below that in effect as of the date of this Agreement (or as of the Change in Control, if greater).
|
(v)
|
The Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to Executive is not materially less than their aggregate value as of the date of this Agreement (or as of the Change in Control, if greater).
|
(vi)
|
If the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.
|
(a)
|
In the event it shall be determined that as a result, directly or indirectly, of any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), the Executive would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax), then:
|
(i)
|
If the Payment is the result of a Change in Control occurring before May 1, 2015, the Executive shall be entitled to promptly receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes on the Payment, the Executive is in the same after-tax position as if no Excise Tax had been imposed upon the Executive; provided, however, that the Gross-Up Payment shall be made only to the extent that the total value of any payments or benefits received by the Executive under this Agreement or any other plan or agreement with the Company (“Benefits”) exceeds by 25 percent or more the dollar amount that is three times the Executive’s “base amount” (as defined in Section 280G of the Code). If the total value of Benefits exceeds by less than 25 percent the dollar amount that is three times the Executive’s “base amount,” then no Gross-Up Payment shall be made and Benefits shall be capped at the amount that is $1 less than three times the Executive’s “base amount.”
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(ii)
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If the Payment is the result of a Change in Control occurring on or after May 1, 2015, no Gross-Up Payment shall be made and the Executive shall be entitled to have the Benefits either (A) paid or delivered in full, or (B) capped at the amount that is $1 less than three times the Executive’s “base amount,” whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account applicable taxes, including federal, state and local income taxes and the Excise Tax).
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1.
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I have reviewed this report on Form 10-Q of Methode Electronics, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
December 10, 2015
|
|
|
|
|
||
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/s/ Donald W. Duda
|
||
|
Chief Executive Officer
|
||
|
(principal executive officer)
|
1.
|
I have reviewed this report on Form 10-Q of Methode Electronics, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
December 10, 2015
|
|
|
|
|
||
|
/s/ Douglas A. Koman
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|
Dated:
|
December 10, 2015
|
|
/s/ Donald W. Duda
|
|
Donald W. Duda
|
||
|
Chief Executive Officer
|
||
|
|
||
|
|
||
Dated:
|
December 10, 2015
|
|
/s/ Douglas A. Koman
|
|
Douglas A. Koman
|
||
|
Chief Financial Officer
|