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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8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois
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60631-3518
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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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Emerging Growth Company
o
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Page
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Three Months Ended
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Nine Months Ended
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||||||||||||
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January 26,
2019 |
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January 27,
2018 |
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January 26,
2019 |
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January 27,
2018 |
||||||||
Net Sales
|
|
$
|
246.9
|
|
|
$
|
228.0
|
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$
|
734.3
|
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$
|
659.3
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||||||||
Cost of Products Sold
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182.6
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167.9
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539.1
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481.6
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||||
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||||||||
Gross Profit
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64.3
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60.1
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195.2
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|
177.7
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||||
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||||||||
Selling and Administrative Expenses
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32.8
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22.5
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110.3
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83.3
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||||
Amortization of Intangibles
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5.5
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2.0
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11.1
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|
3.7
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|
||||
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||||||||
Income from Operations
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|
26.0
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35.6
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|
|
73.8
|
|
|
90.7
|
|
||||
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||||||||
Interest Expense, Net
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3.2
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|
|
0.3
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|
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5.0
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|
|
0.3
|
|
||||
Other Income, Net
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|
(4.9
|
)
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|
(3.8
|
)
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(4.7
|
)
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|
(2.6
|
)
|
||||
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||||||||
Income before Income Taxes
|
|
27.7
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|
|
39.1
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|
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73.5
|
|
|
93.0
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||||
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|
||||||||
Income Tax Expense (Benefit)
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(3.0
|
)
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63.4
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|
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4.5
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72.6
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||||
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||||||||
Net Income (Loss)
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$
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30.7
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$
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(24.3
|
)
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$
|
69.0
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$
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20.4
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||||||||
Basic and Diluted Income (Loss) per Common Share:
|
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Basic
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$
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0.82
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$
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(0.65
|
)
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$
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1.84
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$
|
0.54
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Diluted
|
|
$
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0.82
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|
$
|
(0.65
|
)
|
|
$
|
1.83
|
|
|
$
|
0.54
|
|
|
|
|
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|
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||||||||
Cash Dividends per Common Share
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$
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0.11
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$
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0.11
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$
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0.33
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$
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0.29
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||||||||
Weighted Average Number of Common Shares Outstanding:
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||||||
Basic
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37,405,550
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37,292,934
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37,387,181
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37,275,041
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|
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Diluted
|
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37,654,250
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37,292,934
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37,637,470
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37,661,020
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Three Months Ended
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Nine Months Ended
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||||||||||||
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January 26,
2019 |
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January 27,
2018 |
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January 26,
2019 |
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January 27,
2018 |
||||||||
Net Income (Loss)
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$
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30.7
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|
$
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(24.3
|
)
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$
|
69.0
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$
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20.4
|
|
|
|
|
|
|
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|
||||||||
Foreign Currency Translation Adjustment
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3.2
|
|
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32.2
|
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(22.4
|
)
|
|
50.3
|
|
||||
Comprehensive Income
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$
|
33.9
|
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$
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7.9
|
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$
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46.6
|
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$
|
70.7
|
|
|
|
January 26,
2019 |
|
April 28,
2018 |
||||
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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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73.7
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$
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246.1
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Accounts Receivable, Net
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211.5
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|
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202.6
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||
Inventories:
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Finished Products
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33.9
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15.4
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||
Work in Process
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9.3
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14.6
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|
||
Materials
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80.8
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|
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54.1
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|
||
Total Inventories
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124.0
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|
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84.1
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|
||
Prepaid and Refundable Income Taxes
|
|
14.7
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|
|
2.4
|
|
||
Prepaid Expenses and Other Current Assets
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22.5
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|
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14.8
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|
||
Total Current Assets
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446.4
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550.0
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|
||
Property Plan and Equipment:
|
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||||
Land
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3.6
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0.8
|
|
||
Buildings and Building Improvements
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74.7
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|
|
69.2
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||
Machinery and Equipment
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390.3
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|
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364.7
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|
||
Property, Plant and Equipment, Gross
|
|
468.6
|
|
|
434.7
|
|
||
Less: Allowances for Depreciation
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|
279.5
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|
|
272.5
|
|
||
Property, Plant and Equipment, Net
|
|
189.1
|
|
|
162.2
|
|
||
Other Assets:
|
|
|
|
|
||||
Goodwill
|
|
236.8
|
|
|
59.2
|
|
||
Other Intangible Assets, Net
|
|
267.6
|
|
|
61.0
|
|
||
Cash Surrender Value of Life Insurance
|
|
8.6
|
|
|
8.2
|
|
||
Deferred Income Taxes
|
|
32.8
|
|
|
42.3
|
|
||
Pre-production Costs
|
|
32.5
|
|
|
20.5
|
|
||
Other
|
|
12.4
|
|
|
12.5
|
|
||
Total Other Assets
|
|
590.7
|
|
|
203.7
|
|
||
Total Assets
|
|
$
|
1,226.2
|
|
|
$
|
915.9
|
|
Liabilities and Shareholders' Equity:
|
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
|
||
Accounts Payable
|
|
$
|
88.6
|
|
|
$
|
89.5
|
|
Salaries, Wages and Payroll Taxes
|
|
21.4
|
|
|
22.8
|
|
||
Other Accrued Expenses
|
|
34.4
|
|
|
21.6
|
|
||
Short-term Debt
|
|
15.2
|
|
|
4.4
|
|
||
Income Tax Payable
|
|
16.8
|
|
|
18.7
|
|
||
Total Current Liabilities
|
|
176.4
|
|
|
157.0
|
|
||
Long-term Debt
|
|
287.7
|
|
|
53.4
|
|
||
Long-term Income Tax Payable
|
|
33.0
|
|
|
42.6
|
|
||
Other Liabilities
|
|
6.7
|
|
|
4.6
|
|
||
Deferred Income Taxes
|
|
38.9
|
|
|
18.3
|
|
||
Deferred Compensation
|
|
9.4
|
|
|
10.0
|
|
||
Total Liabilities
|
|
552.1
|
|
|
285.9
|
|
||
Shareholders' Equity:
|
|
|
|
|
|
|
||
Common Stock, $0.50 par value, 100,000,000 shares authorized, 38,333,576 and 38,198,353 shares issued as of January 26, 2019 and April 28, 2018, respectively
|
|
19.2
|
|
|
19.1
|
|
||
Additional Paid-in Capital
|
|
148.2
|
|
|
136.5
|
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
(8.5
|
)
|
|
13.9
|
|
||
Treasury Stock, 1,346,624 shares as of January 26, 2019 and April 28, 2018
|
|
(11.5
|
)
|
|
(11.5
|
)
|
||
Retained Earnings
|
|
526.7
|
|
|
472.0
|
|
||
Total Shareholders' Equity
|
|
674.1
|
|
|
630.0
|
|
||
Total Liabilities and Shareholders' Equity
|
|
$
|
1,226.2
|
|
|
$
|
915.9
|
|
|
Common
Stock
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other Comprehensive
Income
|
|
Treasury
Stock
|
|
Retained Earnings
|
|
Total Shareholders Equity
|
|||||||||||||
Balance as of April 28, 2018
|
38,198,353
|
|
|
$
|
19.1
|
|
|
$
|
136.5
|
|
|
$
|
13.9
|
|
|
$
|
(11.5
|
)
|
|
$
|
472.0
|
|
|
$
|
630.0
|
|
Earned Portion of Restricted Stock Awards
|
135,223
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||
Adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.9
|
)
|
|
—
|
|
|
—
|
|
|
(17.9
|
)
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.7
|
|
|
23.7
|
|
||||||
Cash Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
|
(4.1
|
)
|
||||||
Balance as of July 28, 2018
|
38,333,576
|
|
|
$
|
19.2
|
|
|
$
|
138.3
|
|
|
$
|
(4.0
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
490.0
|
|
|
$
|
632.0
|
|
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
|
—
|
|
|
—
|
|
|
(7.7
|
)
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
|
14.6
|
|
||||||
Cash Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
(4.6
|
)
|
||||||
Balance as of October 27, 2018
|
38,333,576
|
|
|
$
|
19.2
|
|
|
$
|
147.3
|
|
|
$
|
(11.7
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
500.0
|
|
|
$
|
643.3
|
|
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.7
|
|
|
30.7
|
|
||||||
Cash Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
(4.0
|
)
|
||||||
Balance as of January 26, 2019
|
38,333,576
|
|
|
$
|
19.2
|
|
|
$
|
148.2
|
|
|
$
|
(8.5
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
526.7
|
|
|
$
|
674.1
|
|
|
Common
Stock
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other Comprehensive
Income
|
|
Treasury
Stock
|
|
Retained Earnings
|
|
Total Shareholders Equity
|
|||||||||||||
Balance as of April 29, 2017
|
38,133,925
|
|
|
$
|
19.1
|
|
|
$
|
132.2
|
|
|
$
|
(25.7
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
427.0
|
|
|
$
|
541.1
|
|
Earned Portion of Restricted Stock Awards
|
23,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
||||||
Adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
|
—
|
|
|
—
|
|
|
24.6
|
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.5
|
|
|
20.5
|
|
||||||
Cash Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||
Balance as of July 29, 2017
|
38,157,477
|
|
|
$
|
19.1
|
|
|
$
|
136.3
|
|
|
$
|
(1.1
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
446.6
|
|
|
$
|
589.4
|
|
Earned Portion of Restricted Stock Awards
|
24,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|
24.2
|
|
||||||
Cash Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.4
|
)
|
|
(3.4
|
)
|
||||||
Balance as of October 28, 2017
|
38,181,477
|
|
|
$
|
19.1
|
|
|
$
|
139.4
|
|
|
$
|
(7.6
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
467.4
|
|
|
$
|
606.8
|
|
Earned Portion of Restricted Stock Awards
|
3,543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
||||||
Exercise of Options
|
8,333
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
32.2
|
|
|
—
|
|
|
—
|
|
|
32.2
|
|
||||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.3
|
)
|
|
(24.3
|
)
|
||||||
Cash Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.9
|
)
|
|
(3.9
|
)
|
||||||
Balance as of January 27, 2018
|
38,193,353
|
|
|
$
|
19.1
|
|
|
$
|
135.8
|
|
|
$
|
24.6
|
|
|
$
|
(11.5
|
)
|
|
$
|
439.2
|
|
|
$
|
607.2
|
|
|
|
Nine Months Ended
|
||||||
|
|
January 26,
2019 |
|
January 27,
2018 |
||||
Operating Activities:
|
|
|
|
|
|
|
||
Net Income
|
|
$
|
69.0
|
|
|
$
|
20.4
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
||
Gain on Sale of Fixed Assets
|
|
(0.6
|
)
|
|
—
|
|
||
Gain on Sale of Licensing Agreement
|
|
—
|
|
|
(1.6
|
)
|
||
Depreciation of Property, Plant and Equipment
|
|
19.5
|
|
|
16.3
|
|
||
Amortization of Intangible Assets
|
|
11.1
|
|
|
3.7
|
|
||
Stock-based Compensation
|
|
11.7
|
|
|
3.3
|
|
||
Provision for Bad Debt
|
|
0.1
|
|
|
0.1
|
|
||
Change in Deferred Income Taxes
|
|
(0.5
|
)
|
|
(12.2
|
)
|
||
Changes in Operating Assets and Liabilities, Net of Acquisitions:
|
|
|
|
|
||||
Accounts Receivable
|
|
12.2
|
|
|
5.9
|
|
||
Inventories
|
|
(10.9
|
)
|
|
(5.8
|
)
|
||
Prepaid Expenses and Other Assets
|
|
(16.4
|
)
|
|
14.6
|
|
||
Accounts Payable and Other Expenses
|
|
(30.9
|
)
|
|
42.4
|
|
||
Net Cash Provided by Operating Activities
|
|
64.3
|
|
|
87.1
|
|
||
Investing Activities:
|
|
|
|
|
|
|
||
Purchases of Property, Plant and Equipment
|
|
(37.0
|
)
|
|
(34.7
|
)
|
||
Acquisitions of Businesses, Net of Cash Acquired
|
|
(421.6
|
)
|
|
(129.9
|
)
|
||
Purchases of Technology Licenses, Net
|
|
—
|
|
|
(0.7
|
)
|
||
Sale of Business/Investment/Property
|
|
0.3
|
|
|
0.3
|
|
||
Net Cash Used in Investing Activities
|
|
(458.3
|
)
|
|
(165.0
|
)
|
||
Financing Activities:
|
|
|
|
|
|
|
||
Taxes Paid Related to Net Share Settlement of Equity Awards
|
|
(1.7
|
)
|
|
(0.3
|
)
|
||
Proceeds from Exercise of Stock Options
|
|
—
|
|
|
0.2
|
|
||
Cash Dividends
|
|
(12.7
|
)
|
|
(10.6
|
)
|
||
Proceeds from Borrowings
|
|
350.0
|
|
|
71.3
|
|
||
Repayment of Borrowings
|
|
(103.3
|
)
|
|
(3.0
|
)
|
||
Net Cash Provided by Financing Activities
|
|
232.3
|
|
|
57.6
|
|
||
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents
|
|
(10.7
|
)
|
|
30.3
|
|
||
Increase (Decrease) in Cash and Cash Equivalents
|
|
(172.4
|
)
|
|
10.0
|
|
||
Cash and Cash Equivalents at Beginning of Year
|
|
246.1
|
|
|
294.0
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$
|
73.7
|
|
|
$
|
304.0
|
|
|
|
Impact of Changes in Accounting Policy
|
||||||||||||||||||||||
|
|
Three Months Ended January 26, 2019
|
|
Nine Months Ended January 26, 2019
|
||||||||||||||||||||
|
|
As Reported
|
|
Adjustments
|
|
Balance Under ASC 605
|
|
As Reported
|
|
Adjustments
|
|
Balance Under ASC 605
|
||||||||||||
Net Sales
|
|
$
|
246.9
|
|
|
$
|
(0.5
|
)
|
|
$
|
247.4
|
|
|
$
|
734.3
|
|
|
$
|
(16.5
|
)
|
|
$
|
750.8
|
|
Cost of Products Sold
|
|
$
|
182.6
|
|
|
$
|
(0.5
|
)
|
|
$
|
183.1
|
|
|
$
|
539.1
|
|
|
$
|
(16.5
|
)
|
|
$
|
555.6
|
|
Total Inventories
|
|
|
|
|
|
|
|
$
|
124.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
124.6
|
|
||||||
Contract Assets
|
|
|
|
|
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
||||||
Contract Liabilities
|
|
|
|
|
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
||||||
Retained Earnings
|
|
|
|
|
|
|
|
$
|
526.7
|
|
|
$
|
0.1
|
|
|
$
|
526.6
|
|
|
|
Three Months Ended January 26, 2019
|
||||||||||||||||||
|
|
Auto
|
|
Industrial
|
|
Medical
|
|
Interface
|
|
Total
|
||||||||||
Geographic Net Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
|
$
|
80.7
|
|
|
$
|
33.8
|
|
|
$
|
0.1
|
|
|
$
|
13.3
|
|
|
$
|
127.9
|
|
Malta
|
|
26.7
|
|
|
7.0
|
|
|
—
|
|
|
0.1
|
|
|
33.8
|
|
|||||
China
|
|
20.5
|
|
|
9.6
|
|
|
—
|
|
|
—
|
|
|
30.1
|
|
|||||
Canada
|
|
21.1
|
|
|
5.5
|
|
|
—
|
|
|
—
|
|
|
26.6
|
|
|||||
Egypt
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|||||
Belgium
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|||||
Other
|
|
6.7
|
|
|
4.3
|
|
|
—
|
|
|
0.3
|
|
|
11.3
|
|
|||||
Total Net Sales
|
|
$
|
172.9
|
|
|
$
|
60.2
|
|
|
$
|
0.1
|
|
|
$
|
13.7
|
|
|
$
|
246.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Timing of Revenue Recognition:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goods Transferred at a Point in Time
|
|
$
|
165.7
|
|
|
$
|
60.2
|
|
|
$
|
0.1
|
|
|
$
|
13.7
|
|
|
$
|
239.7
|
|
Goods Transferred Over Time
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|||||
Total Net Sales
|
|
$
|
172.9
|
|
|
$
|
60.2
|
|
|
$
|
0.1
|
|
|
$
|
13.7
|
|
|
$
|
246.9
|
|
|
|
Nine Months Ended January 26, 2019
|
||||||||||||||||||
|
|
Auto
|
|
Industrial
|
|
Medical
|
|
Interface
|
|
Total
|
||||||||||
Geographic Net Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
|
$
|
254.7
|
|
|
$
|
70.8
|
|
|
$
|
0.7
|
|
|
$
|
42.7
|
|
|
$
|
368.9
|
|
Malta
|
|
86.8
|
|
|
22.7
|
|
|
—
|
|
|
0.2
|
|
|
109.7
|
|
|||||
China
|
|
63.0
|
|
|
27.5
|
|
|
—
|
|
|
0.1
|
|
|
90.6
|
|
|||||
Canada
|
|
66.2
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
74.2
|
|
|||||
Egypt
|
|
35.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.6
|
|
|||||
Belgium
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24.2
|
|
|||||
Other
|
|
19.3
|
|
|
10.8
|
|
|
—
|
|
|
1.0
|
|
|
31.1
|
|
|||||
Total Net Sales
|
|
$
|
549.8
|
|
|
$
|
139.8
|
|
|
$
|
0.7
|
|
|
$
|
44.0
|
|
|
$
|
734.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Timing of Revenue Recognition:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goods Transferred at a Point in Time
|
|
$
|
524.8
|
|
|
$
|
139.8
|
|
|
$
|
0.7
|
|
|
$
|
44.0
|
|
|
$
|
709.3
|
|
Goods Transferred Over Time
|
|
25.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|||||
Total Net Sales
|
|
$
|
549.8
|
|
|
$
|
139.8
|
|
|
$
|
0.7
|
|
|
$
|
44.0
|
|
|
$
|
734.3
|
|
Cash
|
|
$
|
6.9
|
|
Accounts Receivable
|
|
36.1
|
|
|
Inventory
|
|
31.0
|
|
|
Prepaid Expenses and Other Current Assets
|
|
1.2
|
|
|
Other Intangible Assets
|
|
218.9
|
|
|
Goodwill
|
|
178.1
|
|
|
Pre-production Costs
|
|
1.5
|
|
|
Property, Plant and Equipment
|
|
16.2
|
|
|
Accounts Payable
|
|
(19.4
|
)
|
|
Salaries, Wages and Payroll Taxes
|
|
(4.4
|
)
|
|
Other Accrued Expenses
|
|
(7.2
|
)
|
|
Income Tax Payable
|
|
(0.7
|
)
|
|
Deferred Income Tax Liability
|
|
(29.7
|
)
|
|
Total Purchase Price
|
|
$
|
428.5
|
|
|
|
Fair Value at Date of Acquisition
|
|
Amortization Period
|
||
Customer Relationships and Agreements - Significant Customer
|
|
$
|
54.0
|
|
|
19.5 years
|
Customer Relationships and Agreements - All Other Customers
|
|
125.0
|
|
|
19.5 years
|
|
Technology Licenses
|
|
17.7
|
|
|
6.3 years
|
|
Trade Names
|
|
22.2
|
|
|
8.5 years
|
|
Total
|
|
$
|
218.9
|
|
|
|
Cash
|
|
$
|
1.3
|
|
Accounts Receivable
|
|
7.4
|
|
|
Inventory
|
|
3.5
|
|
|
Other Intangible Assets
|
|
19.2
|
|
|
Goodwill
|
|
6.8
|
|
|
Pre-production Costs
|
|
2.3
|
|
|
Property, Plant and Equipment
|
|
23.8
|
|
|
Accounts Payable
|
|
(4.9
|
)
|
|
Salaries, Wages and Payroll Taxes
|
|
(0.8
|
)
|
|
Other Accrued Expenses
|
|
(0.7
|
)
|
|
Income Tax Payable
|
|
(0.6
|
)
|
|
Short-term Debt
|
|
(3.2
|
)
|
|
Other Liabilities
|
|
(2.1
|
)
|
|
Long-term Debt
|
|
(20.6
|
)
|
|
Deferred Income Tax Liability
|
|
(7.9
|
)
|
|
Total Purchase Price
|
|
$
|
23.5
|
|
|
|
Fair Value at Date of Acquisition
|
|
Amortization Period
|
||
Customer Relationships and Agreements - Significant Customer
|
|
$
|
12.3
|
|
|
17.0 years
|
Customer Relationships and Agreements - All Other Customers
|
|
2.8
|
|
|
11.5 years
|
|
Technology Licenses
|
|
2.1
|
|
|
8.5 years
|
|
Trade Names
|
|
2.0
|
|
|
8.5 years
|
|
Total
|
|
$
|
19.2
|
|
|
|
Cash
|
|
$
|
4.9
|
|
Accounts Receivable
|
|
18.3
|
|
|
Inventory
|
|
13.0
|
|
|
Prepaid Expenses and Other Current Assets
|
|
0.3
|
|
|
Income Taxes Receivable
|
|
1.2
|
|
|
Other Intangible Assets
|
|
40.1
|
|
|
Goodwill
|
|
50.4
|
|
|
Pre-production Costs
|
|
0.8
|
|
|
Property, Plant and Equipment
|
|
13.2
|
|
|
Accounts Payable
|
|
(7.9
|
)
|
|
Salaries, Wages and Payroll Taxes
|
|
(0.8
|
)
|
|
Other Accrued Expenses
|
|
(2.9
|
)
|
|
Short-term Debt
|
|
(0.8
|
)
|
|
Long-term Debt
|
|
(3.4
|
)
|
|
Deferred Income Tax Liability
|
|
(12.8
|
)
|
|
Total Purchase Price
|
|
$
|
113.6
|
|
|
|
Fair Value at Date of Acquisition
|
|
Amortization Period
|
||
Customer Relationships and Agreements - Automotive
|
|
$
|
22.6
|
|
|
11.0 years
|
Customer Relationships and Agreements - Commercial
|
|
9.6
|
|
|
13.0 years
|
|
Trade Names
|
|
6.2
|
|
|
7.5 years
|
|
Technology Licenses
|
|
1.7
|
|
|
5.5 years
|
|
Total
|
|
$
|
40.1
|
|
|
|
|
|
Automotive
|
|
Industrial
|
|
Total
|
||||||
Balance as of April 28, 2018
|
|
$
|
57.5
|
|
|
$
|
1.7
|
|
|
$
|
59.2
|
|
Goodwill Acquired
|
|
50.6
|
|
|
127.5
|
|
|
178.1
|
|
|||
Foreign Currency Translation
|
|
(0.4
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|||
Balance as of January 26, 2019
|
|
$
|
107.7
|
|
|
$
|
129.1
|
|
|
$
|
236.8
|
|
|
|
As of January 26, 2019
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Wtd. Avg. Remaining Amortization Periods (Years)
|
||||||
Customer Relationships and Agreements
|
|
$
|
242.1
|
|
|
$
|
24.4
|
|
|
$
|
217.7
|
|
|
17.7
|
Trade Names, Patents and Technology Licenses
|
|
77.5
|
|
|
27.6
|
|
|
49.9
|
|
|
6.7
|
|||
Total
|
|
$
|
319.6
|
|
|
$
|
52.0
|
|
|
$
|
267.6
|
|
|
|
|
|
As of April 28, 2018
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Wtd. Avg. Remaining Amortization Periods (Years)
|
||||||
Customer Relationships and Agreements
|
|
$
|
64.4
|
|
|
$
|
18.1
|
|
|
$
|
46.3
|
|
|
12.3
|
Trade Names, Patents and Technology Licenses
|
|
37.7
|
|
|
23.0
|
|
|
14.7
|
|
|
5.3
|
|||
Total
|
|
$
|
102.1
|
|
|
$
|
41.1
|
|
|
$
|
61.0
|
|
|
|
2019
|
|
$
|
16.5
|
|
2020
|
|
$
|
20.1
|
|
2021
|
|
$
|
20.0
|
|
2022
|
|
$
|
20.0
|
|
2023
|
|
$
|
20.0
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
January 26,
2019 |
|
January 27,
2018 |
|
January 26,
2019 |
|
January 27,
2018 |
||||||||
Numerator - Net Income (Loss)
|
|
$
|
30.7
|
|
|
$
|
(24.3
|
)
|
|
$
|
69.0
|
|
|
$
|
20.4
|
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for Basic Net Income (Loss) per Share-Weighted Average Shares Outstanding and Vested/Unissued Restricted Stock Awards
|
|
37,405,550
|
|
|
37,292,934
|
|
|
37,387,181
|
|
|
37,275,041
|
|
||||
Dilutive Potential Common Shares-Employee Stock Options, Restricted Stock Awards and Restricted Stock Units
|
|
248,700
|
|
|
—
|
|
|
250,289
|
|
|
385,979
|
|
||||
Denominator for Diluted Net Income (Loss) per Share
|
|
37,654,250
|
|
|
37,292,934
|
|
|
37,637,470
|
|
|
37,661,020
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) per Share:
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.82
|
|
|
$
|
(0.65
|
)
|
|
$
|
1.84
|
|
|
$
|
0.54
|
|
Diluted
|
|
$
|
0.82
|
|
|
$
|
(0.65
|
)
|
|
$
|
1.83
|
|
|
$
|
0.54
|
|
•
|
Grakon's automotive business has been included in the Automotive segment, while Grakon's non-automotive business has been included in the Industrial segment.
|
•
|
The busbar business, previously included in the Power segment, is now part of the Industrial segment.
|
•
|
The radio-remote control business, previously included in the Interface segment, is now part of the Industrial segment.
|
•
|
The medical devices business, previously included in the Other segment, now makes up the Medical segment.
|
|
|
Three Months Ended January 26, 2019
|
||||||||||||||||||||||
|
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
|
$
|
174.0
|
|
|
$
|
60.9
|
|
|
$
|
13.8
|
|
|
$
|
0.1
|
|
|
$
|
(1.9
|
)
|
|
$
|
246.9
|
|
Transfers between Segments
|
|
(1.1
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
1.9
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
|
$
|
172.9
|
|
|
$
|
60.2
|
|
|
$
|
13.7
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
246.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (Loss) from Operations
|
|
$
|
27.0
|
|
|
$
|
8.9
|
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
26.0
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
(4.9
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
27.7
|
|
|
|
Three Months Ended January 27, 2018
|
||||||||||||||||||||||
|
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
|
$
|
187.7
|
|
|
$
|
25.5
|
|
|
$
|
17.7
|
|
|
$
|
0.1
|
|
|
$
|
(3.0
|
)
|
|
$
|
228.0
|
|
Transfers between Segments
|
|
(2.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
2.9
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
|
$
|
184.9
|
|
|
$
|
25.5
|
|
|
$
|
17.6
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
228.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (Loss) from Operations
|
|
$
|
39.4
|
|
|
$
|
3.2
|
|
|
$
|
1.6
|
|
|
$
|
(2.3
|
)
|
|
$
|
(6.3
|
)
|
|
$
|
35.6
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
(3.8
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39.1
|
|
|
|
Nine Months Ended January 26, 2019
|
||||||||||||||||||||||
|
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
|
$
|
555.0
|
|
|
$
|
141.8
|
|
|
$
|
44.2
|
|
|
$
|
0.7
|
|
|
$
|
(7.4
|
)
|
|
$
|
734.3
|
|
Transfers between Segments
|
|
(5.2
|
)
|
|
(2.0
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
7.4
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
|
$
|
549.8
|
|
|
$
|
139.8
|
|
|
$
|
44.0
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
734.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (Loss) from Operations
|
|
$
|
96.7
|
|
|
$
|
21.1
|
|
|
$
|
0.2
|
|
|
$
|
(6.3
|
)
|
|
$
|
(37.9
|
)
|
|
$
|
73.8
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
|
5.0
|
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
(4.7
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
73.5
|
|
|
|
Nine Months Ended January 27, 2018
|
||||||||||||||||||||||
|
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
|
$
|
535.4
|
|
|
$
|
75.7
|
|
|
$
|
55.6
|
|
|
$
|
0.2
|
|
|
$
|
(7.6
|
)
|
|
$
|
659.3
|
|
Transfers between Segments
|
|
(7.3
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|
—
|
|
|
7.5
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
|
$
|
528.1
|
|
|
$
|
76.0
|
|
|
$
|
55.1
|
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
659.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (Loss) from Operations
|
|
$
|
118.1
|
|
|
$
|
8.3
|
|
|
$
|
5.0
|
|
|
$
|
(8.1
|
)
|
|
$
|
(32.6
|
)
|
|
$
|
90.7
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
|
(2.6
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
$
|
93.0
|
|
•
|
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 declared bankruptcy, our future results could be adversely affected.
|
•
|
Because we derive a substantial portion of our revenues from customers in the automotive, appliance, computer, communications and commercial vehicle industries, we are susceptible to trends and factors affecting those industries.
|
•
|
International trade disputes could result in tariffs and other protectionist measures that could adversely affect the Company’s business.
|
•
|
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.
|
•
|
Our inability to effectively manage the timing, volume, quality and cost of new program launches could adversely affect our financial performance.
|
•
|
Any changes in U.S. trade policy could trigger retaliatory actions by affected countries, resulting in ‘trade wars.’
|
•
|
We are subject to continuing pressure to lower our prices.
|
•
|
Our Dabir Surface medical device products are emerging technologies. Our ability to successfully market and sell these products, and the timing of such sales, will depend on acceptance by the medical community and other potential customers.
|
•
|
A significant fluctuation between the U.S. dollar and other currencies could adversely impact our operating results.
|
•
|
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.
|
•
|
We may be required to recognize additional impairment charges on assets, such as goodwill, intangible assets and property, plant and equipment, which could be material to our financial statements.
|
•
|
We are dependent on the availability and price of materials.
|
•
|
Our gross margins are subject to fluctuations due to many factors such as geographical and vertical market pricing mix, pricing reductions and various manufacturing cost variables.
|
•
|
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.
|
•
|
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.
|
•
|
Disruption of our supply chain could have an adverse effect on our business, financial condition and results of operations.
|
•
|
Changes in tax laws may harm our financial results.
|
•
|
We may be unable to keep pace with rapid technological changes, which could adversely affect our business.
|
•
|
The Company is exposed to, and may be adversely affected by, potential security breaches or other disruptions to its information technology systems and data security.
|
•
|
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.
|
•
|
Our technology-based businesses and the markets in which we operate are highly competitive. If we are unable to compete effectively, our sales could decline.
|
•
|
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 cannot guarantee that the Grakon, Pacific Insight and Procoplast businesses will be successful or that we can implement and profit from any new applications of the acquired technology.
|
•
|
Our long-term incentive plan could require significant adjustments to compensation expense in our condensed consolidated statements of operations if management changes its determinations on the probability of meeting certain performance levels. The adjustments could be material to the financial statements.
|
•
|
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.
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
246.9
|
|
|
$
|
228.0
|
|
|
$
|
18.9
|
|
|
8.3
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
182.6
|
|
|
167.9
|
|
|
14.7
|
|
|
8.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
64.3
|
|
|
60.1
|
|
|
4.2
|
|
|
7.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
32.8
|
|
|
22.5
|
|
|
10.3
|
|
|
45.8
|
%
|
|||
Amortization of Intangibles
|
|
5.5
|
|
|
2.0
|
|
|
3.5
|
|
|
175.0
|
%
|
|||
Interest Expense, Net
|
|
3.2
|
|
|
0.3
|
|
|
2.9
|
|
|
966.7
|
%
|
|||
Other Income, Net
|
|
(4.9
|
)
|
|
(3.8
|
)
|
|
(1.1
|
)
|
|
28.9
|
%
|
|||
Income Tax Expense (Benefit)
|
|
(3.0
|
)
|
|
63.4
|
|
|
(66.4
|
)
|
|
(104.7
|
)%
|
|||
Net Income (Loss)
|
|
$
|
30.7
|
|
|
$
|
(24.3
|
)
|
|
$
|
55.0
|
|
|
(226.3
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
74.0
|
%
|
|
73.6
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
26.0
|
%
|
|
26.4
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
13.3
|
%
|
|
9.9
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
2.2
|
%
|
|
0.9
|
%
|
|
|
|
|
|||||
Interest Expense, Net
|
|
1.3
|
%
|
|
0.1
|
%
|
|
|
|
|
|||||
Other Income, Net
|
|
(2.0
|
)%
|
|
(1.7
|
)%
|
|
|
|
|
|||||
Income Tax Expense (Benefit)
|
|
(1.2
|
)%
|
|
27.8
|
%
|
|
|
|
|
|||||
Net Income (Loss)
|
|
12.4
|
%
|
|
(10.7
|
)%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
172.9
|
|
|
$
|
184.9
|
|
|
$
|
(12.0
|
)
|
|
(6.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
131.1
|
|
|
133.4
|
|
|
(2.3
|
)
|
|
(1.7
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
41.8
|
|
|
51.5
|
|
|
(9.7
|
)
|
|
(18.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
13.0
|
|
|
10.6
|
|
|
2.4
|
|
|
22.6
|
%
|
|||
Amortization of Intangibles
|
|
1.8
|
|
|
1.5
|
|
|
0.3
|
|
|
20.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from Operations
|
|
$
|
27.0
|
|
|
$
|
39.4
|
|
|
$
|
(12.4
|
)
|
|
(31.5
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
75.8
|
%
|
|
72.1
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
24.2
|
%
|
|
27.9
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
7.5
|
%
|
|
5.7
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
1.0
|
%
|
|
0.8
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
15.6
|
%
|
|
21.3
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
60.2
|
|
|
$
|
25.5
|
|
|
$
|
34.7
|
|
|
136.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
40.3
|
|
|
19.2
|
|
|
21.1
|
|
|
109.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
19.9
|
|
|
6.3
|
|
|
13.6
|
|
|
215.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
7.8
|
|
|
3.0
|
|
|
4.8
|
|
|
160.0
|
%
|
|||
Amortization of Intangibles
|
|
3.2
|
|
|
0.1
|
|
|
3.1
|
|
|
3,100.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from Operations
|
|
$
|
8.9
|
|
|
$
|
3.2
|
|
|
$
|
5.7
|
|
|
178.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
66.9
|
%
|
|
75.3
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
33.1
|
%
|
|
24.7
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
13.0
|
%
|
|
11.8
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
5.3
|
%
|
|
0.4
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
14.8
|
%
|
|
12.5
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
13.7
|
|
|
$
|
17.6
|
|
|
$
|
(3.9
|
)
|
|
(22.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
11.5
|
|
|
14.2
|
|
|
(2.7
|
)
|
|
(19.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
2.2
|
|
|
3.4
|
|
|
(1.2
|
)
|
|
(35.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
1.7
|
|
|
1.4
|
|
|
0.3
|
|
|
21.4
|
%
|
|||
Amortization of Intangibles
|
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
|
25.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from Operations
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
(1.6
|
)
|
|
(100.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
83.9
|
%
|
|
80.7
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
16.1
|
%
|
|
19.3
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
12.4
|
%
|
|
8.0
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
3.6
|
%
|
|
2.3
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
—
|
%
|
|
9.1
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
1.0
|
|
|
1.6
|
|
|
(0.6
|
)
|
|
(37.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss from Operations
|
|
$
|
(1.7
|
)
|
|
$
|
(2.3
|
)
|
|
$
|
0.6
|
|
|
(26.1
|
)%
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
734.3
|
|
|
$
|
659.3
|
|
|
$
|
75.0
|
|
|
11.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
539.1
|
|
|
481.6
|
|
|
57.5
|
|
|
11.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
195.2
|
|
|
177.7
|
|
|
17.5
|
|
|
9.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
110.3
|
|
|
83.3
|
|
|
27.0
|
|
|
32.4
|
%
|
|||
Amortization of Intangibles
|
|
11.1
|
|
|
3.7
|
|
|
7.4
|
|
|
200.0
|
%
|
|||
Interest Expense, Net
|
|
5.0
|
|
|
0.3
|
|
|
4.7
|
|
|
1,566.7
|
%
|
|||
Other Income, Net
|
|
(4.7
|
)
|
|
(2.6
|
)
|
|
(2.1
|
)
|
|
80.8
|
%
|
|||
Income Tax Expense
|
|
4.5
|
|
|
72.6
|
|
|
(68.1
|
)
|
|
(93.8
|
)%
|
|||
Net Income
|
|
$
|
69.0
|
|
|
$
|
20.4
|
|
|
$
|
48.6
|
|
|
238.2
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
73.4
|
%
|
|
73.0
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
26.6
|
%
|
|
27.0
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
15.0
|
%
|
|
12.6
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
1.5
|
%
|
|
0.6
|
%
|
|
|
|
|
|||||
Interest Expense, Net
|
|
0.7
|
%
|
|
—
|
%
|
|
|
|
|
|||||
Other Income, Net
|
|
(0.6
|
)%
|
|
(0.4
|
)%
|
|
|
|
|
|||||
Income Tax Expense
|
|
0.6
|
%
|
|
11.0
|
%
|
|
|
|
|
|||||
Net Income
|
|
9.4
|
%
|
|
3.1
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
549.8
|
|
|
$
|
528.1
|
|
|
$
|
21.7
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
406.1
|
|
|
377.9
|
|
|
28.2
|
|
|
7.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
143.7
|
|
|
150.2
|
|
|
(6.5
|
)
|
|
(4.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
42.1
|
|
|
30.1
|
|
|
12.0
|
|
|
39.9
|
%
|
|||
Amortization of Intangibles
|
|
4.9
|
|
|
2.0
|
|
|
2.9
|
|
|
145.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from Operations
|
|
$
|
96.7
|
|
|
$
|
118.1
|
|
|
$
|
(21.4
|
)
|
|
(18.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
73.9
|
%
|
|
71.6
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
26.1
|
%
|
|
28.4
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
7.7
|
%
|
|
5.7
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
0.9
|
%
|
|
0.4
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
17.6
|
%
|
|
22.4
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|
|||||||
Net Sales
|
|
$
|
139.8
|
|
|
$
|
76.0
|
|
|
$
|
63.8
|
|
|
83.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
95.3
|
|
|
56.6
|
|
|
38.7
|
|
|
68.4
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
44.5
|
|
|
19.4
|
|
|
25.1
|
|
|
129.4
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
18.7
|
|
|
10.9
|
|
|
7.8
|
|
|
71.6
|
%
|
|
|||
Amortization of Intangibles
|
|
4.7
|
|
|
0.2
|
|
|
4.5
|
|
|
N/M
|
|
*
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Income from Operations
|
|
$
|
21.1
|
|
|
$
|
8.3
|
|
|
$
|
12.8
|
|
|
154.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|||||
Cost of Products Sold
|
|
68.2
|
%
|
|
74.5
|
%
|
|
|
|
|
|
|||||
Gross Margins
|
|
31.8
|
%
|
|
25.5
|
%
|
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
13.4
|
%
|
|
14.3
|
%
|
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
3.4
|
%
|
|
0.3
|
%
|
|
|
|
|
|
|||||
Income from Operations
|
|
15.1
|
%
|
|
10.9
|
%
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
* N/M equals non-meaningful
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
44.0
|
|
|
$
|
55.1
|
|
|
$
|
(11.1
|
)
|
|
(20.1
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
37.4
|
|
|
44.0
|
|
|
(6.6
|
)
|
|
(15.0
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
6.6
|
|
|
11.1
|
|
|
(4.5
|
)
|
|
(40.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
4.9
|
|
|
4.6
|
|
|
0.3
|
|
|
6.5
|
%
|
|||
Amortization of Intangibles
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from Operations
|
|
$
|
0.2
|
|
|
$
|
5.0
|
|
|
$
|
(4.8
|
)
|
|
(96.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
January 26,
2019 |
|
January 27,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Cost of Products Sold
|
|
85.0
|
%
|
|
79.9
|
%
|
|
|
|
|
|||||
Gross Margins
|
|
15.0
|
%
|
|
20.1
|
%
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
11.1
|
%
|
|
8.3
|
%
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
3.4
|
%
|
|
2.7
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
0.5
|
%
|
|
9.1
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
January 26,
2019 |
|
January 27,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
250.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
2.8
|
|
|
2.4
|
|
|
0.4
|
|
|
16.7
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
(2.1
|
)
|
|
(2.2
|
)
|
|
0.1
|
|
|
(4.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
4.2
|
|
|
5.9
|
|
|
(1.7
|
)
|
|
(28.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Loss from Operations
|
|
$
|
(6.3
|
)
|
|
$
|
(8.1
|
)
|
|
$
|
1.8
|
|
|
(22.2
|
)%
|
Exhibit
Number
|
|
Description
|
10.1
|
|
|
10.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101.1
|
|
XBRL Instance
|
101.2
|
|
XBRL Taxonomy Extension Schema Document
|
101.3
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.4
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.5
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.6
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
METHODE ELECTRONICS, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ronald L.G. Tsoumas
|
|
|
|
|
Ronald L.G. Tsoumas
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(principal financial officer)
|
|
|
|
|
|
Dated:
|
March 7, 2019
|
|
|
(i)
|
any one “person” or more than one person acting as a “group” becomes the “beneficial owner” (as such terms are used in the Securities Exchange Act of 1934) of more than fifty percent (50%) of the total voting power of common stock then outstanding; provided, however, that any acquisition by the Company, any entity controlled by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company shall not constitute a Change in Control of the Company; or
|
(ii)
|
a majority of the members of the Company’s Board of Directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Company’s Board of Directors before the date of the appointment or election; or
|
(iii)
|
the consummation of a merger, consolidation or similar transaction involving the Company where, immediately after the consummation of such transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either of the following, in each case, in substantially the same proportion as the ownership of the Company’s stockholders prior to such transaction: (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction; or
|
(iv)
|
the consummation of a sale, transfer or liquidation of all or substantially all of the assets of the Company and its subsidiaries.
|
(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.
|
(i)
|
any one “person” or more than one person acting as a “group” becomes the “beneficial owner” (as such terms are used in the Securities Exchange Act of 1934) of more than fifty percent (50%) of the total voting power of common stock then outstanding; provided, however, that any acquisition by the Company, any entity controlled by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company shall not constitute a Change in Control of the Company; or
|
(ii)
|
a majority of the members of the Company’s Board of Directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Company’s Board of Directors before the date of the appointment or election; or
|
(iii)
|
the consummation of a merger, consolidation or similar transaction involving the Company where, immediately after the consummation of such transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either of the following, in each case, in substantially the same proportion as the ownership of the Company’s stockholders prior to such transaction: (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction; or
|
(iv)
|
the consummation of a sale, transfer or liquidation of all or substantially all of the assets of the Company and its subsidiaries.
|
(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.
|
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:
|
March 7, 2019
|
|
|
|
|
||
|
/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:
|
March 7, 2019
|
|
|
|
|
||
|
/s/ Ronald L.G. Tsoumas
|
||
|
Chief Financial Officer
|
||
|
(principal financial officer)
|
Dated:
|
March 7, 2019
|
|
/s/ Donald W. Duda
|
|
Donald W. Duda
|
||
|
Chief Executive Officer
|
||
|
|
||
|
|
||
Dated:
|
March 7, 2019
|
|
/s/ Ronald L.G. Tsoumas
|
|
Ronald L.G. Tsoumas
|
||
|
Chief Financial Officer
|