Delaware
|
36-2090085
|
(State or other jurisdiction of
|
(IRS Employer
|
incorporation or organization)
|
Identification No.)
|
8750 West Bryn Mawr Avenue, Suite 1000
|
|
Chicago, Illinois
|
60631-3518
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
|
Name of each exchange
|
Title of each Class
|
Trading Symbol(s)
|
on which registered
|
Common Stock, $0.50 Par Value
|
MEI
|
New York Stock Exchange
|
Large Accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Emerging Growth Company
o
|
|
|
|
|
|
|
|
|
|
|
|
•
|
successfully execute the integration or consolidation of the acquired operations into our existing businesses;
|
•
|
develop or modify the financial reporting and information systems of the acquired entity to ensure overall financial integrity and adequacy of internal control procedures;
|
•
|
finance the acquisition;
|
•
|
identify and take advantage of cost reduction opportunities; and
|
•
|
further penetrate new and existing markets with the product capabilities we may acquire.
|
•
|
cause a disruption in our ongoing business;
|
•
|
cause dilution of our stock;
|
•
|
distract our managers; or
|
•
|
unduly burden other resources in our company.
|
•
|
changes in international trade and investment policies, including restrictions or taxes on the repatriation of dividends or other funds, new or higher tariffs, duties or customs (for example, on products imported from Mexico or China), new barriers to entry or domestic preference procurement requirements and changes to, or withdrawals from, free trade agreements;
|
•
|
changes in foreign or domestic government leadership;
|
•
|
changes in foreign or domestic laws or regulations impacting our overall business model or restricting our ability to manufacture, purchase or sell our products;
|
•
|
changes in domestic or foreign tax laws;
|
•
|
changes in foreign currency exchange rates and interest rates;
|
•
|
economic downturns in foreign countries or geographic regions where we have significant operations, such as China, Egypt, Malta and Mexico;
|
•
|
significant changes in conditions in the countries in which we operate with the effect of competition from new market entrants and, in the United Kingdom, with passage of a referendum to discontinue membership in the European Union (“Brexit”);
|
•
|
impact of compliance with U.S. and other foreign countries’ export controls and economic sanctions;
|
•
|
liabilities resulting from U.S. and foreign laws and regulations, including those related to the Foreign Corrupt Practices Act and certain other anti-corruption laws;
|
•
|
differing labor regulations and union relationships;
|
•
|
logistical and communications challenges; and
|
•
|
differing protections for our intellectual property.
|
•
|
the jurisdictions in which profits are determined to be earned and taxed;
|
•
|
the resolution of issues arising from tax audits;
|
•
|
changes in the valuation of our deferred tax assets and liabilities, and in deferred tax valuation allowances;
|
•
|
adjustments to income taxes upon finalization of tax returns;
|
•
|
increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairments of goodwill and long-lived assets;
|
•
|
changes in available tax credits;
|
•
|
changes in tax laws or interpretation, including changes in the U.S. to the taxation of non-U.S. income and expenses; and
|
•
|
changes in U.S. generally accepted accounting principles ("U.S. GAAP").
|
•
|
tariffs;
|
•
|
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; and
|
•
|
various manufacturing cost variables including product yields, package and assembly costs, provisions for excess and obsolete inventory and the absorption of manufacturing overhead.
|
Location
|
|
Use
|
|
Owned/
Leased
|
|
Approximate
Square Footage
|
|
Lontzen, Belgium
|
|
Manufacturing and Warehousing
|
|
Owned
|
|
153,385
|
|
Shanghai, China
|
|
Manufacturing
|
|
Leased
|
|
194,333
|
|
Dongguan, China
|
|
Manufacturing
|
|
Leased
|
|
197,000
|
|
Cairo, Egypt
|
|
Manufacturing
|
|
Leased
|
|
120,954
|
|
Mriehel, Malta
|
|
Manufacturing
|
|
Leased
|
|
299,290
|
|
Monterrey, Mexico
|
|
Manufacturing
|
|
Leased
|
|
286,657
|
|
Fresnillo, Mexico
|
|
Manufacturing
|
|
Leased
|
|
120,000
|
|
Santa Catarina Nuevo Léon, Mexico
|
|
Manufacturing
|
|
Leased
|
|
128,038
|
|
Chicago, Illinois
|
|
Manufacturing
|
|
Owned
|
|
118,000
|
|
Carthage, Illinois
|
|
Manufacturing
|
|
Owned
|
|
134,889
|
|
Rolling Meadows, Illinois
|
|
Manufacturing
|
|
Owned
|
|
52,000
|
|
Southfield, Michigan
|
|
Sales and Engineering Design Center
|
|
Owned
|
|
64,000
|
|
McAllen, Texas
|
|
Warehousing
|
|
Leased
|
|
99,360
|
|
Name
|
|
Age
|
|
Offices and Positions Held and Length of Service as Officer
|
Donald W. Duda
|
|
63
|
|
Chief Executive Officer since 2004 and President and Director since 2001.
|
Ronald L.G. Tsoumas
|
|
58
|
|
Chief Financial Officer of the Company since 2018; prior thereto, served as Controller of the Company since 2007.
|
Andrea J. Barry
|
|
56
|
|
Chief Human Resources Officer of the Company since 2017; prior thereto, served as CHRO for Wirtz Beverage Group from 2013 to 2016.
|
Michael S. Brotherton
|
|
42
|
|
President, Grakon since 2018; prior thereto, served as Vice President and General Manager, North American Automotive, from 2010.
|
Timothy R. Glandon
|
|
55
|
|
Vice President since 2006; General Manager, North American Automotive, from 2006 to 2015.
|
Joseph E. Khoury
|
|
55
|
|
Chief Operating Officer of the Company since 2018; prior thereto, served as Senior Vice President since 2015, and as Vice President and General Manager of European Operations from 2004 to 2015.
|
Anil V. Shetty
|
|
53
|
|
President, Dabir since 2018; prior thereto, Vice President and General Manager, Asia, from 2015, and Executive Managing Director, Asia from 2011 to 2015.
|
|
|
High
|
|
Low
|
|
Dividends Declared Per Share
|
||||||
Fiscal Year Ended April 27, 2019
|
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
|
$
|
45.45
|
|
|
$
|
37.70
|
|
|
$
|
0.11
|
|
Second Quarter
|
|
41.30
|
|
|
27.65
|
|
|
0.11
|
|
|||
Third Quarter
|
|
33.98
|
|
|
20.99
|
|
|
0.11
|
|
|||
Fourth Quarter
|
|
32.22
|
|
|
25.11
|
|
|
0.11
|
|
|||
|
|
|
|
|
|
|
||||||
Fiscal Year Ended April 28, 2018
|
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
|
$
|
44.95
|
|
|
$
|
36.05
|
|
|
$
|
0.09
|
|
Second Quarter
|
|
46.75
|
|
|
36.75
|
|
|
0.09
|
|
|||
Third Quarter
|
|
48.44
|
|
|
39.00
|
|
|
0.11
|
|
|||
Fourth Quarter
|
|
42.10
|
|
|
36.95
|
|
|
0.11
|
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
(In Millions, Except Percentages and Per Share Amounts)
|
|
April 27, 2019 (1)
|
|
April 28, 2018 (2)
|
|
April 29, 2017 (3)
|
|
April 30, 2016 (4)
|
|
May 2, 2015 (5)
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Sales
|
|
$
|
1,000.3
|
|
|
$
|
908.3
|
|
|
$
|
816.5
|
|
|
$
|
809.1
|
|
|
$
|
881.1
|
|
Income before Income Taxes
|
|
103.6
|
|
|
123.8
|
|
|
115.9
|
|
|
110.9
|
|
|
120.8
|
|
|||||
Income Tax Expense
|
|
12.0
|
|
|
66.6
|
|
|
23.0
|
|
|
26.3
|
|
|
19.8
|
|
|||||
Net Income
|
|
91.6
|
|
|
57.2
|
|
|
92.9
|
|
|
84.6
|
|
|
101.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Common Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic Net Income
|
|
2.45
|
|
|
1.54
|
|
|
2.49
|
|
|
2.21
|
|
|
2.61
|
|
|||||
Diluted Net Income
|
|
2.43
|
|
|
1.52
|
|
|
2.48
|
|
|
2.20
|
|
|
2.58
|
|
|||||
Dividends
|
|
0.44
|
|
|
0.40
|
|
|
0.36
|
|
|
0.36
|
|
|
0.36
|
|
|||||
Book Value
|
|
18.43
|
|
|
16.82
|
|
|
14.53
|
|
|
12.61
|
|
|
11.82
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Debt
|
|
292.6
|
|
|
57.8
|
|
|
27.0
|
|
|
57.0
|
|
|
5.0
|
|
|||||
Retained Earnings
|
|
545.2
|
|
|
472.0
|
|
|
427.0
|
|
|
358.6
|
|
|
356.5
|
|
|||||
Fixed Assets, Net
|
|
191.9
|
|
|
162.2
|
|
|
90.6
|
|
|
93.0
|
|
|
93.3
|
|
|||||
Total Equity
|
|
689.7
|
|
|
630.0
|
|
|
541.1
|
|
|
470.1
|
|
|
459.0
|
|
|||||
Total Assets
|
|
1,231.7
|
|
|
915.9
|
|
|
704.0
|
|
|
655.9
|
|
|
605.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on Average Equity
|
|
13.9
|
%
|
|
9.8
|
%
|
|
18.6
|
%
|
|
18.2
|
%
|
|
23.5
|
%
|
|||||
Pre-tax Income as a Percentage of Sales
|
|
10.4
|
%
|
|
13.6
|
%
|
|
14.2
|
%
|
|
13.7
|
%
|
|
13.7
|
%
|
|||||
Net Income as a Percentage of Sales
|
|
9.2
|
%
|
|
6.3
|
%
|
|
11.4
|
%
|
|
10.5
|
%
|
|
11.5
|
%
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|
|||||||
Net Sales
|
|
$
|
1,000.3
|
|
|
$
|
908.3
|
|
|
$
|
92.0
|
|
|
10.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
734.5
|
|
|
668.7
|
|
|
65.8
|
|
|
9.8
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
265.8
|
|
|
239.6
|
|
|
26.2
|
|
|
10.9
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
142.9
|
|
|
115.7
|
|
|
27.2
|
|
|
23.5
|
%
|
|
|||
Amortization of Intangibles
|
|
16.1
|
|
|
5.6
|
|
|
10.5
|
|
|
187.5
|
%
|
|
|||
Interest Expense, Net
|
|
8.3
|
|
|
0.9
|
|
|
7.4
|
|
|
N/M
|
|
*
|
|||
Other Income, Net
|
|
(5.1
|
)
|
|
(6.4
|
)
|
|
(1.3
|
)
|
|
(20.3
|
)%
|
|
|||
Income Tax Expense
|
|
12.0
|
|
|
66.6
|
|
|
(54.6
|
)
|
|
(82.0
|
)%
|
|
|||
Net Income
|
|
$
|
91.6
|
|
|
$
|
57.2
|
|
|
$
|
34.4
|
|
|
60.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 27,
2019 |
|
April 28,
2018 |
|
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|||||
Cost of Products Sold
|
|
73.4
|
%
|
|
73.6
|
%
|
|
|
|
|
|
|||||
Gross Profit
|
|
26.6
|
%
|
|
26.4
|
%
|
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
14.3
|
%
|
|
12.7
|
%
|
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
1.6
|
%
|
|
0.6
|
%
|
|
|
|
|
|
|||||
Interest Expense, Net
|
|
0.8
|
%
|
|
0.1
|
%
|
|
|
|
|
|
|||||
Other Income, Net
|
|
(0.5
|
)%
|
|
(0.7
|
)%
|
|
|
|
|
|
|||||
Income Tax Expense
|
|
1.2
|
%
|
|
7.3
|
%
|
|
|
|
|
|
|||||
Net Income
|
|
9.2
|
%
|
|
6.3
|
%
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
*N/M equals non-meaningful
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
734.7
|
|
|
$
|
728.7
|
|
|
$
|
6.0
|
|
|
0.8
|
%
|
Gross Profit
|
|
$
|
188.3
|
|
|
$
|
201.6
|
|
|
$
|
(13.3
|
)
|
|
(6.6
|
)%
|
Income from Operations
|
|
$
|
126.3
|
|
|
$
|
156.3
|
|
|
$
|
(30.0
|
)
|
|
(19.2
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 27,
2019 |
|
April 28,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Gross Profit
|
|
25.6
|
%
|
|
27.7
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
17.2
|
%
|
|
21.4
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
206.8
|
|
|
$
|
105.8
|
|
|
$
|
101.0
|
|
|
95.5
|
%
|
Gross Profit
|
|
$
|
68.6
|
|
|
$
|
28.2
|
|
|
$
|
40.4
|
|
|
143.3
|
%
|
Income from Operations
|
|
$
|
37.4
|
|
|
$
|
13.0
|
|
|
$
|
24.4
|
|
|
187.7
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 27,
2019 |
|
April 28,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Gross Profit
|
|
33.2
|
%
|
|
26.7
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
18.1
|
%
|
|
12.3
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
57.7
|
|
|
$
|
73.2
|
|
|
$
|
(15.5
|
)
|
|
(21.2
|
)%
|
Gross Profit
|
|
$
|
7.8
|
|
|
$
|
14.3
|
|
|
$
|
(6.5
|
)
|
|
(45.5
|
)%
|
Income (Loss) from Operations
|
|
$
|
(0.3
|
)
|
|
$
|
6.0
|
|
|
$
|
(6.3
|
)
|
|
(105.0
|
)%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 27,
2019 |
|
April 28,
2018 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Gross Profit
|
|
13.5
|
%
|
|
19.5
|
%
|
|
|
|
|
|||||
Income (Loss) from Operations
|
|
(0.5
|
)%
|
|
8.2
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
1.1
|
|
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
266.7
|
%
|
Gross Profit
|
|
$
|
(2.8
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
0.7
|
|
|
20.0
|
%
|
Loss from Operations
|
|
$
|
(8.6
|
)
|
|
$
|
(11.4
|
)
|
|
$
|
2.8
|
|
|
24.6
|
%
|
(Dollars in Millions)
|
|
April 28,
2018 |
|
April 29,
2017 |
|
Net Change ($)
|
|
Net Change (%)
|
|
|||||||
Net Sales
|
|
$
|
908.3
|
|
|
$
|
816.5
|
|
|
$
|
91.8
|
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of Products Sold
|
|
668.7
|
|
|
598.2
|
|
|
70.5
|
|
|
11.8
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Gross Profit
|
|
239.6
|
|
|
218.3
|
|
|
21.3
|
|
|
9.8
|
%
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Selling and Administrative Expenses
|
|
115.7
|
|
|
105.2
|
|
|
10.5
|
|
|
10.0
|
%
|
|
|||
Amortization of Intangibles
|
|
5.6
|
|
|
2.3
|
|
|
3.3
|
|
|
143.5
|
%
|
|
|||
Interest Expense (Income), Net
|
|
0.9
|
|
|
(0.4
|
)
|
|
1.3
|
|
|
N/M
|
|
*
|
|||
Other Income, Net
|
|
(6.4
|
)
|
|
(4.7
|
)
|
|
(1.7
|
)
|
|
36.2
|
%
|
|
|||
Income Tax Expense
|
|
66.6
|
|
|
23.0
|
|
|
43.6
|
|
|
189.6
|
%
|
|
|||
Net Income
|
|
$
|
57.2
|
|
|
$
|
92.9
|
|
|
$
|
(35.7
|
)
|
|
(38.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 28,
2018 |
|
April 29,
2017 |
|
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|||||
Cost of Products Sold
|
|
73.6
|
%
|
|
73.3
|
%
|
|
|
|
|
|
|||||
Gross Profit
|
|
26.4
|
%
|
|
26.7
|
%
|
|
|
|
|
|
|||||
Selling and Administrative Expenses
|
|
12.7
|
%
|
|
12.9
|
%
|
|
|
|
|
|
|||||
Amortization of Intangibles
|
|
0.6
|
%
|
|
0.3
|
%
|
|
|
|
|
|
|||||
Interest Expense (Income), Net
|
|
0.1
|
%
|
|
—
|
%
|
|
|
|
|
|
|||||
Other Income, Net
|
|
(0.7
|
)%
|
|
(0.6
|
)%
|
|
|
|
|
|
|||||
Income Tax Expense
|
|
7.3
|
%
|
|
2.8
|
%
|
|
|
|
|
|
|||||
Net Income
|
|
6.3
|
%
|
|
11.4
|
%
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
*N/M equals non meaningful
|
|
|
|
|
|
|
|
|
|
(Dollars in Millions)
|
|
April 28,
2018 |
|
April 29,
2017 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
728.7
|
|
|
$
|
632.2
|
|
|
$
|
96.5
|
|
|
15.3
|
%
|
Gross Profit
|
|
$
|
201.6
|
|
|
$
|
182.8
|
|
|
$
|
18.8
|
|
|
10.3
|
%
|
Income from Operations
|
|
$
|
156.3
|
|
|
$
|
148.3
|
|
|
$
|
8.0
|
|
|
5.4
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 28,
2018 |
|
April 29,
2017 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Gross Profit
|
|
27.7
|
%
|
|
28.9
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
21.4
|
%
|
|
23.5
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
April 28,
2018 |
|
April 29,
2017 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
105.8
|
|
|
$
|
92.3
|
|
|
$
|
13.5
|
|
|
14.6
|
%
|
Gross Profit
|
|
$
|
28.2
|
|
|
$
|
20.8
|
|
|
$
|
7.4
|
|
|
35.6
|
%
|
Income from Operations
|
|
$
|
13.0
|
|
|
$
|
2.7
|
|
|
$
|
10.3
|
|
|
381.5
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 28,
2018 |
|
April 29,
2017 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Gross Profit
|
|
26.7
|
%
|
|
22.5
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
12.3
|
%
|
|
2.9
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
April 28,
2018 |
|
April 29,
2017 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
73.2
|
|
|
$
|
91.5
|
|
|
$
|
(18.3
|
)
|
|
(20.0
|
)%
|
Gross Profit
|
|
$
|
14.3
|
|
|
$
|
17.8
|
|
|
$
|
(3.5
|
)
|
|
(19.7
|
)%
|
Income from Operations
|
|
$
|
6.0
|
|
|
$
|
4.0
|
|
|
$
|
2.0
|
|
|
50.0
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Percent of sales:
|
|
April 28,
2018 |
|
April 29,
2017 |
|
|
|
|
|||||||
Net Sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|||||
Gross Profit
|
|
19.5
|
%
|
|
19.5
|
%
|
|
|
|
|
|||||
Income from Operations
|
|
8.2
|
%
|
|
4.4
|
%
|
|
|
|
|
(Dollars in Millions)
|
|
April 28,
2018 |
|
April 29,
2017 |
|
Net Change ($)
|
|
Net Change (%)
|
|||||||
Net Sales
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
50.0
|
%
|
Gross Profit
|
|
$
|
(3.5
|
)
|
|
$
|
(3.1
|
)
|
|
$
|
(0.4
|
)
|
|
(12.9
|
)%
|
Loss from Operations
|
|
$
|
(11.4
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(2.9
|
)
|
|
(34.1
|
)%
|
|
|
Fiscal Year Ended
|
||||||||||
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net Income
|
|
$
|
91.6
|
|
|
$
|
57.2
|
|
|
$
|
92.9
|
|
Non-cash Items
|
|
52.6
|
|
|
17.0
|
|
|
32.1
|
|
|||
Changes in Operating Assets and Liabilities
|
|
(42.2
|
)
|
|
43.6
|
|
|
20.2
|
|
|||
Net Cash Provided by Operating Activities
|
|
102.0
|
|
|
117.8
|
|
|
145.2
|
|
|||
Net Cash Used in Investing Activities
|
|
(470.8
|
)
|
|
(179.0
|
)
|
|
(21.7
|
)
|
|||
Net Cash Provided by (Used In) Financing Activities
|
|
217.4
|
|
|
(12.7
|
)
|
|
(47.0
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
|
(11.5
|
)
|
|
26.0
|
|
|
(10.3
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(162.9
|
)
|
|
(47.9
|
)
|
|
66.2
|
|
|||
Cash and Cash Equivalents at Beginning of the Year
|
|
246.1
|
|
|
294.0
|
|
|
227.8
|
|
|||
Cash and Cash Equivalents at End of the Year
|
|
$
|
83.2
|
|
|
$
|
246.1
|
|
|
$
|
294.0
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
(Dollars in Millions)
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Capital Leases
|
|
$
|
1.7
|
|
|
$
|
0.6
|
|
|
$
|
0.9
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Operating Leases
|
|
34.2
|
|
|
7.8
|
|
|
10.5
|
|
|
7.5
|
|
|
8.4
|
|
|||||
Debt
(1)
|
|
295.5
|
|
|
15.7
|
|
|
28.8
|
|
|
247.7
|
|
|
3.3
|
|
|||||
Estimated Interest on Debt
(2)
|
|
46.8
|
|
|
11.7
|
|
|
20.7
|
|
|
14.2
|
|
|
0.2
|
|
|||||
Deferred Compensation
|
|
8.5
|
|
|
1.2
|
|
|
3.2
|
|
|
1.6
|
|
|
2.5
|
|
|||||
Total
|
|
$
|
386.7
|
|
|
$
|
37.0
|
|
|
$
|
64.1
|
|
|
$
|
271.2
|
|
|
$
|
14.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1)
Assumes the outstanding borrowings under the revolving credit facility will be repaid upon maturity of the credit agreement in September 2023.
|
||||||||||||||||||||
(2)
Amounts represent estimated contractual interest payments on outstanding debt. Interest rates in effect as of April 27, 2019 are used for floating-rate debt.
|
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in the first
column)
|
||||
Equity Compensation Plans Approved by Security Holders
|
|
1,325,920
|
|
(1)
|
$
|
35.77
|
|
(2)
|
1,344,034
|
|
Equity Compensation Plans Not Approved by Security Holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,325,920
|
|
|
$
|
35.77
|
|
|
1,344,034
|
|
|
METHODE ELECTRONICS, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ RONALD L.G. TSOUMAS
|
|
Ronald L.G. Tsoumas
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s / WALTER J. ASPATORE
|
|
Chairman of the Board
|
|
June 20, 2019
|
Walter J. Aspatore
|
|
|
|
|
|
|
|
|
|
/s / CHRISTOPHER J. HORNUNG
|
|
Vice Chairman of the Board
|
|
June 20, 2019
|
Christopher J. Hornung
|
|
|
|
|
|
|
|
|
|
/s/ DONALD W. DUDA
|
|
Chief Executive Officer, President & Director
|
|
June 20, 2019
|
Donald W. Duda
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s / RONALD L.G. TSOUMAS
|
|
Chief Financial Officer
|
|
June 20, 2019
|
Ronald L.G. Tsoumas
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s / AMIT N. PATEL
|
|
Chief Accounting Officer
|
|
June 20, 2019
|
Amit N. Patel
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s / MARTHA GOLDBERG ARONSON
|
|
Director
|
|
June 20, 2019
|
Martha Goldberg Aronson
|
|
|
|
|
|
|
|
|
|
/s/ BRIAN J. CADWALLADER
|
|
Director
|
|
June 20, 2019
|
Brian J. Cadwallader
|
|
|
|
|
|
|
|
|
|
/s / BRUCE K. CROWTHER
|
|
Director
|
|
June 20, 2019
|
Bruce K. Crowther
|
|
|
|
|
|
|
|
|
|
/s/ DARREN M. DAWSON
|
|
Director
|
|
June 20, 2019
|
Darren M. Dawson
|
|
|
|
|
|
|
|
|
|
/s / ISABELLE C. GOOSSEN
|
|
Director
|
|
June 20, 2019
|
Isabelle C. Goossen
|
|
|
|
|
|
|
|
|
|
/s / MARK D. SCHWABERO
|
|
Director
|
|
June 20, 2019
|
Mark D. Schwabero
|
|
|
|
|
|
|
|
|
|
/s / PAUL G. SHELTON
|
|
Director
|
|
June 20, 2019
|
Paul G. Shelton
|
|
|
|
|
|
|
|
|
|
/s / LAWRENCE B. SKATOFF
|
|
Director
|
|
June 20, 2019
|
Lawrence B. Skatoff
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Net Sales
|
$
|
1,000.3
|
|
|
$
|
908.3
|
|
|
$
|
816.5
|
|
|
|
|
|
|
|
||||||
Cost of Products Sold
|
734.5
|
|
|
668.7
|
|
|
598.2
|
|
|||
|
|
|
|
|
|
||||||
Gross Profit
|
265.8
|
|
|
239.6
|
|
|
218.3
|
|
|||
|
|
|
|
|
|
||||||
Selling and Administrative Expenses
|
142.9
|
|
|
115.7
|
|
|
105.2
|
|
|||
Amortization of Intangibles
|
16.1
|
|
|
5.6
|
|
|
2.3
|
|
|||
|
|
|
|
|
|
||||||
Income from Operations
|
106.8
|
|
|
118.3
|
|
|
110.8
|
|
|||
|
|
|
|
|
|
||||||
Interest (Income) Expense, Net
|
8.3
|
|
|
0.9
|
|
|
(0.4
|
)
|
|||
Other Income, Net
|
(5.1
|
)
|
|
(6.4
|
)
|
|
(4.7
|
)
|
|||
|
|
|
|
|
|
||||||
Income before Income Taxes
|
103.6
|
|
|
123.8
|
|
|
115.9
|
|
|||
|
|
|
|
|
|
||||||
Income Tax Expense
|
12.0
|
|
|
66.6
|
|
|
23.0
|
|
|||
|
|
|
|
|
|
||||||
Net Income
|
$
|
91.6
|
|
|
$
|
57.2
|
|
|
$
|
92.9
|
|
|
|
|
|
|
|
||||||
Basic and Diluted Income per Share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
2.45
|
|
|
$
|
1.54
|
|
|
$
|
2.49
|
|
Diluted
|
$
|
2.43
|
|
|
$
|
1.52
|
|
|
$
|
2.48
|
|
|
|
|
|
|
|
||||||
Cash Dividends per Share:
|
|
|
|
|
|
|
|
|
|||
Common Stock
|
$
|
0.44
|
|
|
$
|
0.40
|
|
|
$
|
0.36
|
|
|
|||||||||||
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Net Income
|
$
|
91.6
|
|
|
$
|
57.2
|
|
|
$
|
92.9
|
|
|
|
|
|
|
|
||||||
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Foreign Currency Translation Adjustments
|
(27.5
|
)
|
|
39.6
|
|
|
(17.3
|
)
|
|||
Total Comprehensive Income
|
$
|
64.1
|
|
|
$
|
96.8
|
|
|
$
|
75.6
|
|
|
Common
Stock
Shares
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Retained Earnings
|
|
Total Shareholders Equity
|
|||||||||||||
Balance as of April 30, 2016
|
38,181,985
|
|
|
$
|
19.1
|
|
|
$
|
112.3
|
|
|
$
|
(8.4
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
358.6
|
|
|
$
|
470.1
|
|
Earned Portion of Restricted Stock, Net of Tax Withholding
|
146,192
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
(1.1
|
)
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
||||||
Exercise of Stock Options
|
147,829
|
|
|
0.1
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||||
Purchase of Common Stock
|
(342,081
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|
(9.8
|
)
|
||||||
Tax Benefit from Stock Option Exercises
|
—
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
|
—
|
|
|
—
|
|
|
(17.3
|
)
|
||||||
Net Income for Year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92.9
|
|
|
92.9
|
|
||||||
Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.7
|
)
|
|
(13.7
|
)
|
||||||
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, Net of Tax Withholding
|
51,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||
Exercise of Stock Options
|
13,333
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
39.6
|
|
|
—
|
|
|
—
|
|
|
39.6
|
|
||||||
Net Income for Year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57.2
|
|
|
57.2
|
|
||||||
Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.7
|
)
|
|
(14.7
|
)
|
||||||
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, Net of Tax Withholding
|
135,223
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
(1.7
|
)
|
||||||
Stock-based Compensation Expense
|
—
|
|
|
—
|
|
|
14.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
||||||
Adoption of ASU 2014-09
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Foreign Currency Translation Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.5
|
)
|
|
—
|
|
|
—
|
|
|
(27.5
|
)
|
||||||
Net Income for Year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91.6
|
|
|
91.6
|
|
||||||
Dividends on Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.8
|
)
|
|
(16.8
|
)
|
||||||
Balance as of April 27, 2019
|
38,333,576
|
|
|
$
|
19.2
|
|
|
$
|
150.4
|
|
|
$
|
(13.6
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
545.2
|
|
|
$
|
689.7
|
|
|
Fiscal Year Ended
|
||||||||||
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net Income
|
$
|
91.6
|
|
|
$
|
57.2
|
|
|
$
|
92.9
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Change in Cash Surrender Value of Life Insurance
|
(0.6
|
)
|
|
(0.8
|
)
|
|
(0.9
|
)
|
|||
Amortization of Debt Issuance Costs
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Gain on Sale of Fixed Assets
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Sale of Licensing Agreement
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|||
Depreciation
|
27.2
|
|
|
22.5
|
|
|
22.0
|
|
|||
Amortization of Intangible Assets
|
16.1
|
|
|
5.6
|
|
|
2.3
|
|
|||
Stock-based Compensation Expense
|
14.0
|
|
|
4.0
|
|
|
12.4
|
|
|||
Provision for Bad Debt
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||
Change in Deferred Income Taxes
|
(4.4
|
)
|
|
(12.7
|
)
|
|
(3.9
|
)
|
|||
Changes in Operating Assets and Liabilities, net of Acquisitions:
|
|
|
|
|
|
||||||
Accounts Receivable
|
1.5
|
|
|
2.8
|
|
|
5.6
|
|
|||
Inventories
|
(3.9
|
)
|
|
(7.2
|
)
|
|
7.4
|
|
|||
Prepaid Expenses and Other Assets
|
(16.7
|
)
|
|
8.2
|
|
|
(3.9
|
)
|
|||
Accounts Payable and Other Accrued Expenses
|
(23.1
|
)
|
|
39.8
|
|
|
11.1
|
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
102.0
|
|
|
117.8
|
|
|
145.2
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Purchases of Property, Plant and Equipment
|
(49.8
|
)
|
|
(47.7
|
)
|
|
(22.4
|
)
|
|||
Acquisition of Businesses, Net of Cash Received
|
(422.1
|
)
|
|
(130.9
|
)
|
|
—
|
|
|||
Acquisition of Technology Licenses
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||
Sale of Business/Investment/Property
|
1.1
|
|
|
0.3
|
|
|
0.7
|
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(470.8
|
)
|
|
(179.0
|
)
|
|
(21.7
|
)
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Taxes Paid Related to Net Share Settlement of Equity Awards
|
(1.7
|
)
|
|
(0.3
|
)
|
|
(1.1
|
)
|
|||
Debt Issuance Costs
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of Common Stock
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|||
Proceeds from Exercise of Stock Options
|
—
|
|
|
0.3
|
|
|
2.7
|
|
|||
Tax Benefit from Stock Option Exercises
|
—
|
|
|
—
|
|
|
4.9
|
|
|||
Cash Dividends
|
(16.3
|
)
|
|
(14.7
|
)
|
|
(13.7
|
)
|
|||
Proceeds from Borrowings
|
359.0
|
|
|
81.4
|
|
|
—
|
|
|||
Repayment of Borrowings
|
(120.5
|
)
|
|
(79.4
|
)
|
|
(30.0
|
)
|
|||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
217.4
|
|
|
(12.7
|
)
|
|
(47.0
|
)
|
|||
Effect of Exchange Rate Changes on Cash and Cash Equivalents
|
(11.5
|
)
|
|
26.0
|
|
|
(10.3
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(162.9
|
)
|
|
(47.9
|
)
|
|
66.2
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
246.1
|
|
|
294.0
|
|
|
227.8
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
83.2
|
|
|
$
|
246.1
|
|
|
$
|
294.0
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Finished Products
|
|
$
|
40.2
|
|
|
$
|
15.4
|
|
Work in Process
|
|
9.4
|
|
|
14.6
|
|
||
Materials
|
|
67.1
|
|
|
54.1
|
|
||
Total Inventories
|
|
$
|
116.7
|
|
|
$
|
84.1
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Land
|
|
$
|
3.7
|
|
|
$
|
0.8
|
|
Buildings and Building Improvements
|
|
81.2
|
|
|
69.2
|
|
||
Machinery and Equipment
|
|
390.7
|
|
|
364.7
|
|
||
Total Property, Plant and Equipment, Gross
|
|
475.6
|
|
|
434.7
|
|
||
Less: Accumulated Depreciation
|
|
283.7
|
|
|
272.5
|
|
||
Property, Plant and Equipment, Net
|
|
$
|
191.9
|
|
|
$
|
162.2
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;
|
•
|
Level 3 - Unobservable inputs in which little or no market activity exists, requiring an entity to develop its own assumptions that market participants would use to value the asset or liability.
|
|
|
Fiscal Year Ended April 27, 2019
|
||||||||||
(Dollars in Millions)
|
|
As Reported
|
|
Adjustments
|
|
Balance Under ASC 605
|
||||||
Net Sales
|
|
$
|
1,000.3
|
|
|
$
|
(24.2
|
)
|
|
$
|
1,024.5
|
|
Cost of Products Sold
|
|
$
|
734.5
|
|
|
$
|
(24.2
|
)
|
|
$
|
758.7
|
|
Total Inventories
|
|
$
|
116.7
|
|
|
$
|
(0.5
|
)
|
|
$
|
117.2
|
|
Contract Assets
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
Contract Liabilities
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
Retained Earnings
|
|
$
|
545.2
|
|
|
$
|
0.1
|
|
|
$
|
545.1
|
|
|
|
Fiscal Year Ended April 27, 2019
|
||||||||||||||||||
(Dollars in Millions)
|
|
Auto
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Total
|
||||||||||
Geographic Net Sales:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S.
|
|
$
|
373.0
|
|
|
$
|
110.3
|
|
|
$
|
56.1
|
|
|
$
|
1.1
|
|
|
$
|
540.5
|
|
Malta
|
|
116.4
|
|
|
31.8
|
|
|
0.3
|
|
|
—
|
|
|
148.5
|
|
|||||
China
|
|
78.2
|
|
|
35.3
|
|
|
0.2
|
|
|
—
|
|
|
113.7
|
|
|||||
Canada
|
|
87.8
|
|
|
13.8
|
|
|
—
|
|
|
—
|
|
|
101.6
|
|
|||||
Other
|
|
79.3
|
|
|
15.6
|
|
|
1.1
|
|
|
—
|
|
|
96.0
|
|
|||||
Total Net Sales
|
|
$
|
734.7
|
|
|
$
|
206.8
|
|
|
$
|
57.7
|
|
|
$
|
1.1
|
|
|
$
|
1,000.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Timing of Revenue Recognition:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goods Transferred at a Point in Time
|
|
$
|
704.4
|
|
|
$
|
206.8
|
|
|
$
|
57.7
|
|
|
$
|
1.1
|
|
|
$
|
970.0
|
|
Goods Transferred Over Time
|
|
30.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.3
|
|
|||||
Total Net Sales
|
|
$
|
734.7
|
|
|
$
|
206.8
|
|
|
$
|
57.7
|
|
|
$
|
1.1
|
|
|
$
|
1,000.3
|
|
(Dollars in Millions)
|
|
Fair Value at Date of Acquisition
|
|
Amortization Period
|
||
Customer Relationships and Agreements - Significant Customer
|
|
$
|
57.0
|
|
|
19.5 years
|
Customer Relationships and Agreements - All Other Customers
|
|
125.0
|
|
|
19.5 years
|
|
Technology Licenses
|
|
17.7
|
|
|
11.7 years
|
|
Trade Names
|
|
22.2
|
|
|
8.5 years
|
|
Total
|
|
$
|
221.9
|
|
|
|
(Dollars in Millions)
|
|
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
|
|
|
|
(Dollars in Millions)
|
|
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
|
|
|
|
|
|
Fiscal Year Ended
|
||||||
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Revenues
|
|
$
|
1,073.3
|
|
|
$
|
1,095.0
|
|
Net Income
|
|
$
|
106.4
|
|
|
$
|
70.5
|
|
(Dollars in Millions)
|
|
Automotive
|
|
Industrial
|
|
Total
|
||||||
Balance as of April 30, 2016
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
Foreign Currency Translation
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Balance as of April 29, 2017
|
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|||
Acquisitions
|
|
57.2
|
|
|
—
|
|
|
57.2
|
|
|||
Foreign Currency Translation
|
|
0.3
|
|
|
0.1
|
|
|
0.4
|
|
|||
Balance as of April 28, 2018
|
|
57.5
|
|
|
1.7
|
|
|
59.2
|
|
|||
Acquisitions
|
|
49.4
|
|
|
125.9
|
|
|
175.3
|
|
|||
Foreign Currency Translation
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(1.2
|
)
|
|||
Balance as of April 27, 2019
|
|
$
|
106.3
|
|
|
$
|
127.0
|
|
|
$
|
233.3
|
|
|
As of April 27, 2019
|
||||||||||||
(Dollars in Millions)
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Wtd. Avg. Remaining
Amortization
Periods (Years)
|
||||||
Definite-lived Intangible Assets:
|
|
|
|
|
|
|
|
||||||
Customer Relationships and Agreements
|
$
|
244.5
|
|
|
$
|
27.7
|
|
|
$
|
216.8
|
|
|
17.4
|
Trade Names, Patents and Technology Licenses
|
75.5
|
|
|
29.2
|
|
|
46.3
|
|
|
8.4
|
|||
Total Definite-lived Intangible Assets
|
320.0
|
|
|
56.9
|
|
|
263.1
|
|
|
|
|||
Indefinite-lived Intangible Assets:
|
|
|
|
|
|
|
|
||||||
Trade Names, Patents and Technology Licenses
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|||
Total Indefinite-lived Intangible Assets
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|||
Total Intangible Assets
|
$
|
321.8
|
|
|
$
|
56.9
|
|
|
$
|
264.9
|
|
|
|
|
As of April 28, 2018
|
||||||||||||
(Dollars in Millions)
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
|
Wtd. Avg. Remaining
Amortization
Periods (Years)
|
||||||
Definite-lived Intangible Assets:
|
|
|
|
|
|
|
|
||||||
Customer Relationships and Agreements
|
$
|
64.4
|
|
|
$
|
18.1
|
|
|
$
|
46.3
|
|
|
12.3
|
Trade Names, Patents and Technology Licenses
|
35.9
|
|
|
23.0
|
|
|
12.9
|
|
|
5.3
|
|||
Total Definite-lived Intangible Assets
|
100.3
|
|
|
41.1
|
|
|
59.2
|
|
|
|
|||
Indefinite-lived Intangible Assets:
|
|
|
|
|
|
|
|
||||||
Trade Names, Patents and Technology Licenses
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|||
Total Indefinite-lived Intangible Assets
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|
|
|||
Total Intangible Assets
|
$
|
102.1
|
|
|
$
|
41.1
|
|
|
$
|
61.0
|
|
|
|
(Dollars in Millions)
|
|
||
Fiscal Year:
|
|
||
2020
|
$
|
19.1
|
|
2021
|
19.0
|
|
|
2022
|
19.0
|
|
|
2023
|
18.9
|
|
|
2024
|
18.6
|
|
|
Thereafter
|
168.5
|
|
|
Total
|
$
|
263.1
|
|
(Dollars in Millions)
|
|
Fiscal Year Ended
|
|
Unrecognized Compensation Expense at
|
||||||||||||
|
|
April 27, 2019
|
|
April 28, 2018
|
|
April 29, 2017
|
|
April 27, 2019
|
||||||||
2014 Incentive Plan:
|
|
|
|
|
|
|
|
|
||||||||
RSAs
|
|
$
|
10.9
|
|
|
$
|
(2.0
|
)
|
|
$
|
5.7
|
|
|
$
|
5.0
|
|
RSUs
|
|
2.2
|
|
|
5.0
|
|
|
5.5
|
|
|
1.6
|
|
||||
Director Awards
|
|
0.9
|
|
|
1.0
|
|
|
0.9
|
|
|
—
|
|
||||
Total 2014 Incentive Plan
|
|
14.0
|
|
|
4.0
|
|
|
12.1
|
|
|
6.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2010 Stock Plan:
|
|
|
|
|
|
|
|
|
||||||||
RSUs
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Stock Options
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total 2010 Stock Plan
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2007 Stock Plan:
|
|
|
|
|
|
|
|
|
||||||||
Stock Options
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total 2007 Stock Plan
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total Stock-based Compensation Expense
|
|
$
|
14.0
|
|
|
$
|
4.0
|
|
|
$
|
12.4
|
|
|
$
|
6.6
|
|
|
RSA Shares
|
|
Wtd. Avg. Grant Date Fair Value
|
|||
Non-vested and Unissued at April 30, 2016
|
1,161,000
|
|
|
$
|
33.35
|
|
Awarded
|
72,000
|
|
|
$
|
34.90
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(64,500
|
)
|
|
$
|
33.78
|
|
Non-vested and Unissued at April 29, 2017
|
1,168,500
|
|
|
$
|
33.42
|
|
Awarded
|
128,738
|
|
|
$
|
40.92
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(126,000
|
)
|
|
$
|
34.42
|
|
Non-vested and Unissued at April 28, 2018
|
1,171,238
|
|
|
$
|
34.13
|
|
Awarded
|
11,625
|
|
|
$
|
38.75
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(151,455
|
)
|
|
$
|
34.79
|
|
Non-vested and Unissued at April 27, 2019
|
1,031,408
|
|
|
$
|
34.09
|
|
|
|
RSU Shares
|
|
Wtd. Avg. Grant Date Fair Value
|
|||
Non-vested at April 30, 2016
|
|
576,000
|
|
|
$
|
33.39
|
|
Awarded
|
|
32,000
|
|
|
$
|
34.90
|
|
Vested
|
|
(11,333
|
)
|
|
$
|
33.78
|
|
Forfeited
|
|
(28,667
|
)
|
|
$
|
33.78
|
|
Non-vested at April 29, 2017
|
|
568,000
|
|
|
$
|
33.45
|
|
Awarded
|
|
30,925
|
|
|
$
|
41.82
|
|
Vested
|
|
(160,553
|
)
|
|
$
|
33.72
|
|
Forfeited
|
|
(56,000
|
)
|
|
$
|
34.42
|
|
Non-vested at April 28, 2018
|
|
382,372
|
|
|
$
|
33.87
|
|
Awarded
|
|
7,750
|
|
|
$
|
38.75
|
|
Vested
|
|
(152,328
|
)
|
|
$
|
33.75
|
|
Forfeited
|
|
(49,950
|
)
|
|
$
|
32.42
|
|
Non-vested at April 27, 2019
|
|
187,844
|
|
|
$
|
34.55
|
|
|
|
Shares
|
|
Wtd. Avg. Exercise Price
|
|
Weighted-Average Life (years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Outstanding and Exercisable at April 30, 2016
|
|
197,332
|
|
|
$
|
24.55
|
|
|
|
|
|
||
Awarded
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(125,332
|
)
|
|
$
|
17.40
|
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding and Exercisable at April 29, 2017
|
|
72,000
|
|
|
$
|
37.01
|
|
|
7.3
|
|
$
|
—
|
|
Awarded
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding and Exercisable at April 28, 2018
|
|
72,000
|
|
|
$
|
37.01
|
|
|
6.3
|
|
$
|
0.3
|
|
Awarded
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding and Exercisable at April 27, 2019
|
|
72,000
|
|
|
$
|
37.01
|
|
|
5.2
|
|
$
|
—
|
|
|
|
Shares
|
|
Wtd. Avg.
Exercise Price
|
|
Weighted-Average Life (years)
|
|
Aggregate Intrinsic Value (in millions)
|
|||||
Outstanding and Exercisable at April 30, 2016
|
|
79,666
|
|
|
$
|
28.91
|
|
|
|
|
|
||
Awarded
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(22,497
|
)
|
|
$
|
21.52
|
|
|
|
|
|
||
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding and Exercisable at April 29, 2017
|
|
57,169
|
|
|
$
|
31.82
|
|
|
6.8
|
|
$
|
0.7
|
|
Awarded
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
(13,333
|
)
|
|
$
|
24.67
|
|
|
|
|
|
||
Forfeited
|
|
(1,668
|
)
|
|
$
|
37.01
|
|
|
|
|
|
||
Outstanding and Exercisable at April 28, 2018
|
|
42,168
|
|
|
$
|
33.87
|
|
|
5.8
|
|
$
|
0.3
|
|
Awarded
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Forfeited
|
|
(7,500
|
)
|
|
$
|
37.01
|
|
|
|
|
|
||
Outstanding and Exercisable at April 27, 2019
|
|
34,668
|
|
|
$
|
33.20
|
|
|
4.6
|
|
$
|
0.1
|
|
|
|
Fiscal Year Ended
|
||||||||||
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Income (Loss) before Income Taxes:
|
|
|
|
|
|
|
||||||
Domestic Source
|
|
$
|
(0.6
|
)
|
|
$
|
11.4
|
|
|
$
|
21.6
|
|
Foreign Source
|
|
104.2
|
|
|
112.4
|
|
|
94.3
|
|
|||
Income before Income Taxes
|
|
$
|
103.6
|
|
|
$
|
123.8
|
|
|
$
|
115.9
|
|
|
|
|
|
|
|
|
||||||
Current Tax Provision (Benefit):
|
|
|
|
|
|
|
|
|
|
|||
U.S. (Federal and State)
|
|
$
|
(5.7
|
)
|
|
$
|
46.8
|
|
|
$
|
9.9
|
|
Foreign
|
|
21.5
|
|
|
18.8
|
|
|
17.0
|
|
|||
Subtotal
|
|
15.8
|
|
|
65.6
|
|
|
26.9
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred Tax Provision (Benefit):
|
|
|
|
|
|
|
||||||
U.S. (Federal and State)
|
|
2.5
|
|
|
11.6
|
|
|
(1.2
|
)
|
|||
Foreign
|
|
(6.3
|
)
|
|
(10.6
|
)
|
|
(2.7
|
)
|
|||
Subtotal
|
|
(3.8
|
)
|
|
1.0
|
|
|
(3.9
|
)
|
|||
Total Income Tax Expense
|
|
$
|
12.0
|
|
|
$
|
66.6
|
|
|
$
|
23.0
|
|
|
|
Fiscal Year Ended
|
||||||||||
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Income Tax at Statutory Rate
|
|
$
|
21.8
|
|
|
$
|
37.7
|
|
|
$
|
40.5
|
|
Effect of:
|
|
|
|
|
|
|
|
|
|
|||
State Income Taxes, Net of Federal Benefit
|
|
(0.8
|
)
|
|
0.1
|
|
|
0.9
|
|
|||
Dividends
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|||
U.S. Tax Reform Transition Tax
|
|
(4.8
|
)
|
|
48.5
|
|
|
—
|
|
|||
Foreign Operations with Lower Statutory Rates
|
|
(9.6
|
)
|
|
(15.3
|
)
|
|
(14.5
|
)
|
|||
Current Taxation of Foreign Income
|
|
3.4
|
|
|
—
|
|
|
—
|
|
|||
Foreign Investment Tax Credit
|
|
(2.0
|
)
|
|
(9.8
|
)
|
|
(4.7
|
)
|
|||
Change in Tax Reserve
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.1
|
|
|||
Change in Valuation Allowance
|
|
—
|
|
|
0.4
|
|
|
0.3
|
|
|||
Tax Rate Change, Foreign
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|||
U.S. Tax Reform Re-measurements
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|||
Other, Net
|
|
2.3
|
|
|
1.2
|
|
|
0.4
|
|
|||
Income Tax Expense
|
|
$
|
12.0
|
|
|
$
|
66.6
|
|
|
$
|
23.0
|
|
Effective Income Tax Rate
|
|
11.6
|
%
|
|
53.8
|
%
|
|
19.9
|
%
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Deferred Tax Liabilities:
|
|
|
|
|
|
|
||
Depreciation
|
|
$
|
9.0
|
|
|
$
|
6.3
|
|
Amortization
|
|
43.9
|
|
|
11.4
|
|
||
Foreign Tax Withheld
|
|
2.0
|
|
|
4.8
|
|
||
Deferred Income
|
|
0.1
|
|
|
0.2
|
|
||
Deferred Tax Liabilities, Gross
|
|
55.0
|
|
|
22.7
|
|
||
Deferred Tax Assets:
|
|
|
|
|
|
|
||
Deferred Compensation and Stock Award Amortization
|
|
8.6
|
|
|
7.5
|
|
||
Inventory Valuation Differences
|
|
1.9
|
|
|
1.8
|
|
||
Property Valuation Differences
|
|
1.6
|
|
|
2.0
|
|
||
Environmental Reserves
|
|
0.3
|
|
|
0.2
|
|
||
Bad Debt Reserves
|
|
0.1
|
|
|
0.1
|
|
||
Vacation Accruals
|
|
0.4
|
|
|
1.0
|
|
||
Foreign Investment Tax Credit
|
|
28.2
|
|
|
29.3
|
|
||
Net Operating Loss Carryovers
|
|
13.8
|
|
|
5.8
|
|
||
Foreign Tax Credits
|
|
1.1
|
|
|
—
|
|
||
Other Accruals
|
|
3.2
|
|
|
1.5
|
|
||
Deferred Tax Assets, Gross
|
|
59.2
|
|
|
49.2
|
|
||
Less Valuation Allowance
|
|
6.3
|
|
|
2.5
|
|
||
Deferred Tax Assets, Net of Valuation Allowance
|
|
52.9
|
|
|
46.7
|
|
||
Net Deferred Tax Assets (Liabilities)
|
|
$
|
(2.1
|
)
|
|
$
|
24.0
|
|
Balance Sheet Classification:
|
|
|
|
|
|
|
||
Non-current Asset
|
|
34.3
|
|
|
42.3
|
|
||
Non-current Liability
|
|
(36.4
|
)
|
|
(18.3
|
)
|
||
Net Deferred Tax Assets (Liabilities)
|
|
$
|
(2.1
|
)
|
|
$
|
24.0
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Balance at Beginning of Fiscal Year
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
Increases for Positions Related to the Prior Years
|
|
1.8
|
|
|
—
|
|
||
Increases for Positions Related to the Current Year
|
|
0.9
|
|
|
0.1
|
|
||
Decreases for Positions Related to the Prior Years
|
|
—
|
|
|
—
|
|
||
Lapsing of Statutes of Limitations
|
|
(1.0
|
)
|
|
—
|
|
||
Balance at End of Fiscal Year
|
|
$
|
3.1
|
|
|
$
|
1.4
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net Income (in millions)
|
|
$
|
91.6
|
|
|
$
|
57.2
|
|
|
$
|
92.9
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||
Denominator for Basic Earnings Per Share-Weighted Average Shares Outstanding and Vested/Unissued Restricted Stock Units
|
|
37,405,298
|
|
|
37,281,630
|
|
|
37,283,096
|
|
|||
Dilutive Potential Common Shares-Employee Stock Options, Restricted Stock Awards and Restricted Stock Units
|
|
264,262
|
|
|
260,269
|
|
|
202,605
|
|
|||
Denominator for Diluted Earnings Per Share
|
|
37,669,560
|
|
|
37,541,899
|
|
|
37,485,701
|
|
|||
|
|
|
|
|
|
|
||||||
Basic and Diluted Income Per Share:
|
|
|
|
|
|
|
|
|
||||
Basic Income Per Share
|
|
$
|
2.45
|
|
|
$
|
1.54
|
|
|
$
|
2.49
|
|
Diluted Income Per Share
|
|
$
|
2.43
|
|
|
$
|
1.52
|
|
|
$
|
2.48
|
|
(Dollars in Millions)
|
|
Capitalized Leases
|
|
Operating Leases
|
||||
Fiscal Years:
|
|
|
|
|
||||
2020
|
|
$
|
0.6
|
|
|
$
|
7.8
|
|
2021
|
|
0.5
|
|
|
5.6
|
|
||
2022
|
|
0.4
|
|
|
4.9
|
|
||
2023
|
|
0.2
|
|
|
4.2
|
|
||
2024
|
|
—
|
|
|
3.3
|
|
||
Thereafter
|
|
—
|
|
|
8.4
|
|
||
Net Minimum Lease Payments
|
|
1.7
|
|
|
$
|
34.2
|
|
|
Less Amount Representing Interest
|
|
—
|
|
|
|
|||
Present Value of Net Minimum Lease Payments
|
|
1.7
|
|
|
|
|||
Less Current Portion
|
|
(0.6
|
)
|
|
|
|||
Long-term Obligations as of April 27, 2019
|
|
$
|
1.1
|
|
|
|
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
||||
Revolving Credit Facility
|
|
$
|
35.0
|
|
|
$
|
30.0
|
|
Term Loan
|
|
243.7
|
|
|
—
|
|
||
Subsidiary Credit Facility
|
|
—
|
|
|
3.6
|
|
||
Other Debt
|
|
16.8
|
|
|
24.2
|
|
||
Unamortized Debt Issuance Costs
|
|
(2.9
|
)
|
|
—
|
|
||
Total Debt
|
|
292.6
|
|
|
57.8
|
|
||
Less: Current Maturities
|
|
(15.7
|
)
|
|
(4.4
|
)
|
||
Total Long-term Debt
|
|
$
|
276.9
|
|
|
$
|
53.4
|
|
|
|
|
||
(Dollars in Millions)
|
|
Amount
|
||
Fiscal Years:
|
|
|
||
2020
|
|
$
|
15.7
|
|
2021
|
|
14.9
|
|
|
2022
|
|
13.9
|
|
|
2023
|
|
13.7
|
|
|
2024
|
|
234.0
|
|
|
Thereafter
|
|
3.3
|
|
|
Total
|
|
$
|
295.5
|
|
•
|
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.
|
|
Fiscal Year Ended April 27, 2019
|
||||||||||||||||||||||
(Dollars in Millions)
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
741.6
|
|
|
$
|
210.0
|
|
|
$
|
57.9
|
|
|
$
|
1.1
|
|
|
$
|
(10.3
|
)
|
|
$
|
1,000.3
|
|
Transfers between Segments
|
(6.9
|
)
|
|
(3.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
10.3
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
$
|
734.7
|
|
|
$
|
206.8
|
|
|
$
|
57.7
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
1,000.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(Loss) from Operations
|
$
|
126.3
|
|
|
$
|
37.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(48.0
|
)
|
|
$
|
106.8
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
8.3
|
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
(5.1
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
103.6
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and Amortization
|
$
|
25.2
|
|
|
$
|
11.7
|
|
|
$
|
3.2
|
|
|
$
|
1.0
|
|
|
$
|
2.2
|
|
|
$
|
43.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Identifiable Assets
|
$
|
677.4
|
|
|
$
|
404.3
|
|
|
$
|
88.6
|
|
|
$
|
9.4
|
|
|
$
|
52.0
|
|
|
$
|
1,231.7
|
|
|
Fiscal Year Ended April 28, 2018
|
||||||||||||||||||||||
(Dollars in Millions)
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
738.4
|
|
|
$
|
105.6
|
|
|
$
|
73.9
|
|
|
$
|
0.3
|
|
|
$
|
(9.9
|
)
|
|
$
|
908.3
|
|
Transfers between Segments
|
(9.7
|
)
|
|
0.2
|
|
|
(0.7
|
)
|
|
—
|
|
|
10.2
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
$
|
728.7
|
|
|
$
|
105.8
|
|
|
$
|
73.2
|
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
908.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(Loss) from Operations
|
$
|
156.3
|
|
|
$
|
13.0
|
|
|
$
|
6.0
|
|
|
$
|
(11.4
|
)
|
|
$
|
(45.6
|
)
|
|
$
|
118.3
|
|
Interest Expense, Net
|
|
|
|
|
|
|
|
|
|
|
0.9
|
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
(6.4
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
123.8
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and Amortization
|
$
|
21.3
|
|
|
$
|
2.0
|
|
|
$
|
3.1
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
28.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Identifiable Assets
|
$
|
632.7
|
|
|
$
|
93.1
|
|
|
$
|
206.8
|
|
|
$
|
8.1
|
|
|
$
|
(24.8
|
)
|
|
$
|
915.9
|
|
|
Fiscal Year Ended April 29, 2017
|
||||||||||||||||||||||
(Dollars in Millions)
|
Automotive
|
|
Industrial
|
|
Interface
|
|
Medical
|
|
Eliminations/Corporate
|
|
Consolidated
|
||||||||||||
Net Sales
|
$
|
641.0
|
|
|
$
|
92.4
|
|
|
$
|
94.3
|
|
|
$
|
0.2
|
|
|
$
|
(11.4
|
)
|
|
$
|
816.5
|
|
Transfers between Segments
|
(8.8
|
)
|
|
(0.1
|
)
|
|
(2.8
|
)
|
|
—
|
|
|
11.7
|
|
|
—
|
|
||||||
Net Sales to Unaffiliated Customers
|
$
|
632.2
|
|
|
$
|
92.3
|
|
|
$
|
91.5
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
816.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income/(Loss) from Operations
|
$
|
148.3
|
|
|
$
|
2.7
|
|
|
$
|
4.0
|
|
|
$
|
(8.5
|
)
|
|
$
|
(35.7
|
)
|
|
$
|
110.8
|
|
Interest Income, Net
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|||||||||||
Other Income, Net
|
|
|
|
|
|
|
|
|
|
|
(4.7
|
)
|
|||||||||||
Income before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
115.9
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and Amortization
|
$
|
15.5
|
|
|
$
|
3.2
|
|
|
$
|
4.3
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
24.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Identifiable Assets
|
$
|
462.3
|
|
|
$
|
78.1
|
|
|
$
|
170.4
|
|
|
$
|
5.4
|
|
|
$
|
(12.2
|
)
|
|
$
|
704.0
|
|
|
|
Fiscal Year Ended
|
||||||||||
(Dollars in Millions)
|
|
April 27,
2019 |
|
April 28,
2018 |
|
April 29,
2017 |
||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
540.5
|
|
|
$
|
487.5
|
|
|
$
|
506.9
|
|
Malta
|
|
148.5
|
|
|
184.0
|
|
|
155.5
|
|
|||
China
|
|
113.7
|
|
|
117.3
|
|
|
127.7
|
|
|||
Canada
|
|
101.6
|
|
|
54.4
|
|
|
—
|
|
|||
Other
|
|
96.0
|
|
|
65.1
|
|
|
26.4
|
|
|||
Total Net Sales
|
|
$
|
1,000.3
|
|
|
$
|
908.3
|
|
|
$
|
816.5
|
|
|
|
|
|
|
|
|
||||||
Property, Plant and Equipment, Net:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
83.9
|
|
|
$
|
63.3
|
|
|
$
|
44.9
|
|
Malta
|
|
33.0
|
|
|
36.8
|
|
|
26.4
|
|
|||
Belgium
|
|
22.1
|
|
|
25.0
|
|
|
—
|
|
|||
China
|
|
18.6
|
|
|
7.2
|
|
|
5.9
|
|
|||
Other
|
|
34.3
|
|
|
29.9
|
|
|
13.4
|
|
|||
Total Property, Plant and Equipment, Net
|
|
$
|
191.9
|
|
|
$
|
162.2
|
|
|
$
|
90.6
|
|
|
|
Fiscal 2019
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(Dollars in Millions, except per share data)
|
|
July 28, 2018
|
|
October 27, 2018
|
|
January 26, 2019
|
|
April 27, 2019
|
||||||||
Net Sales
|
|
$
|
223.4
|
|
|
$
|
264.0
|
|
|
$
|
246.9
|
|
|
$
|
266.0
|
|
Gross Profit
|
|
$
|
60.1
|
|
|
$
|
70.8
|
|
|
$
|
64.3
|
|
|
$
|
70.6
|
|
Net Income
|
|
$
|
23.7
|
|
|
$
|
14.6
|
|
|
$
|
30.7
|
|
|
$
|
22.6
|
|
Net Income per Basic Common Share
|
|
$
|
0.63
|
|
|
$
|
0.39
|
|
|
$
|
0.82
|
|
|
$
|
0.61
|
|
Net Income per Diluted Common Share
|
|
$
|
0.63
|
|
|
$
|
0.39
|
|
|
$
|
0.82
|
|
|
$
|
0.60
|
|
|
|
Fiscal 2018
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(Dollars in Millions, except per share data)
|
|
July 29, 2017
|
|
October 28, 2017
|
|
January 27, 2018
|
|
April 28, 2018
|
||||||||
Net Sales
|
|
$
|
201.2
|
|
|
$
|
230.1
|
|
|
$
|
228.0
|
|
|
$
|
249.0
|
|
Gross Profit
|
|
$
|
55.6
|
|
|
$
|
62.0
|
|
|
$
|
60.1
|
|
|
$
|
61.9
|
|
Net Income (Loss)
|
|
$
|
20.5
|
|
|
$
|
24.2
|
|
|
$
|
(24.3
|
)
|
|
$
|
36.8
|
|
Net Income (Loss) per Basic Common Share
|
|
$
|
0.55
|
|
|
$
|
0.65
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.99
|
|
Net Income (Loss) per Diluted Common Share
|
|
$
|
0.55
|
|
|
$
|
0.64
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.98
|
|
|
|
Fiscal 2019
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(Dollars in Millions)
|
|
July 28, 2018
|
|
October 27, 2018
|
|
January 26, 2019
|
|
April 27, 2019
|
||||||||
Legal Fees Related to the Hetronic lawsuit
|
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
Acquisition-related Expenses
|
|
$
|
0.6
|
|
|
$
|
10.9
|
|
|
$
|
3.8
|
|
|
$
|
0.1
|
|
Grant Income from Foreign Government for Maintaining Certain Employment Levels
|
|
$
|
(1.1
|
)
|
|
$
|
(1.4
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(1.4
|
)
|
Compensation Expense Reversal Related to the Re-estimation of RSA Performance Level
|
|
$
|
—
|
|
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Discrete Estimated Net Tax Benefit with Respect to U.S. Tax Reform
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4.8
|
)
|
|
$
|
—
|
|
Foreign Investment Tax Credit
|
|
$
|
(0.4
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
0.2
|
|
Expense for Initiatives to Reduce Overall Costs and Improve Operational Profitability
|
|
$
|
0.8
|
|
|
$
|
2.5
|
|
|
$
|
2.6
|
|
|
$
|
1.0
|
|
Net Tariff Expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
0.3
|
|
|
|
Fiscal 2018
|
||||||||||||||
|
|
Quarter Ended
|
||||||||||||||
(Dollars in Millions)
|
|
July 29, 2017
|
|
October 28, 2017
|
|
January 27, 2018
|
|
April 28, 2018
|
||||||||
Legal Fees Related to the Hetronic lawsuit
|
|
$
|
2.9
|
|
|
$
|
1.6
|
|
|
$
|
1.5
|
|
|
$
|
2.1
|
|
Acquisition-related Expenses
|
|
$
|
2.6
|
|
|
$
|
4.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Grant Income from Foreign Government for Maintaining Certain Employment Levels
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(2.2
|
)
|
Compensation Expense Reversal Related to the Re-estimation of RSA Performance Level
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6.0
|
)
|
|
$
|
—
|
|
Discrete Estimated Net Tax Charge with Respect to U.S. Tax Reform
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56.8
|
|
|
$
|
(3.1
|
)
|
Foreign Investment Tax Credit
|
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(8.7
|
)
|
Description
|
Balance at
Beginning of
Period
|
Charged to Costs
and Expenses
|
|
Charged to Other
Accounts—
Describe
|
|
Deductions—
Describe
|
|
Balance at End of
Period
|
||||||||||
|
|
|
|
|
|
|
|
|
||||||||||
YEAR ENDED APRIL 27, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts
|
$
|
0.5
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
(1)
|
$
|
—
|
|
(2)
|
$
|
0.9
|
|
Deferred tax valuation allowance
|
$
|
2.5
|
|
$
|
—
|
|
|
$
|
4.8
|
|
(1)
|
$
|
1.0
|
|
(3)
|
$
|
6.3
|
|
|
|
|
|
|
|
|
|
|
||||||||||
YEAR ENDED APRIL 28, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts
|
$
|
0.6
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
(2)
|
$
|
0.5
|
|
Deferred tax valuation allowance
|
$
|
1.9
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
(3)
|
$
|
2.5
|
|
|
|
|
|
|
|
|
|
|
||||||||||
YEAR ENDED APRIL 29, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for uncollectible accounts
|
$
|
0.5
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(2)
|
$
|
0.6
|
|
Deferred tax valuation allowance
|
$
|
1.3
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
(3)
|
$
|
1.9
|
|
Exhibit
Number
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1*
|
|
|
10.2*
|
|
|
10.3*
|
|
|
10.4*
|
|
|
10.5*
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11*
|
|
|
10.12*
|
|
|
10.13*
|
|
|
10.14*
|
|
|
10.15*
|
|
|
10.16*
|
|
|
10.17
|
|
|
10.18*
|
|
|
10.19*
|
|
|
10.20*
|
|
|
10.21*
|
|
|
21
|
|
|
23
|
|
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101**
|
|
Interactive Data File
|
•
|
the requirement that certain change in control transactions must be approved by holders of at least seventy-five percent of the aggregate voting power of the holders of the issued and outstanding securities of the Company entitled to vote thereon, which could discourage, delay or prevent a change in control of the Company;
|
•
|
the requirement that a special meeting of stockholders may be called only by the Company’s President, by the Company’s President or Secretary at the request in writing of a majority of the Company’s Board of Directors, or by the Company’s President or Secretary at the request in writing of one or more stockholders owning a majority of the capital stock of the Company issued and outstanding and entitled to vote, which could delay the ability of the Company’s stockholders to force consideration of a proposal or to take action;
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to the Company’s Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may preclude stockholders from bringing matters before a meeting of stockholders or from making nominations for directors at a meeting of stockholders if the proper procedures are not followed; and
|
•
|
as noted above, the ability of our Board of Directors to quickly issue and utilize Preferred Stock, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company or make removal of management more difficult. As of April 30, 2019, we have no outstanding shares of Preferred Stock.
|
•
|
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon the closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
Subsidiary
(1)
|
Jurisdiction of Incorporation
|
ABAS, Inc.
|
Delaware
|
Active Energy Solutions, Inc.
|
Delaware
|
Advanced Molding and Decoration S.A. de C.V.
|
Mexico
|
BMAC Limited
|
United Kingdom
|
Dabir Surfaces, Inc.
|
Delaware
|
Floduval S.A.
|
Belgium
|
Grakon Parent, Inc.
|
Delaware
|
Grakon Intermediate Holdings, LLC
|
Delaware
|
Grakon, LLC
|
Delaware
|
Grakon Holdings, LLC
|
Delaware
|
Grakon Europe B.V.
|
Netherlands
|
Grakon International (Hong Kong), Ltd.
|
Hong Kong
|
Grakon Hamsar Holdings, Ltd.
|
Canada
|
Grakon Vehicle Components (Donggaun) Co., Ltd.
|
China
|
Grakon Components Design (Shenzen) Co., Ltd.
|
China
|
Grakon BMAC Holdings, Limited
|
United Kingdom
|
Hetronic International, Inc.
|
Delaware
|
Hetronic Italy S.R.L.
|
Italy
|
Hetronic Midwest, LLC
|
Delaware
|
Hetronic Swiss AG
|
Switzerland
|
Hetronic USA, Inc.
|
Delaware
|
IRU Resources S.A. De C.V.
|
Mexico
|
KBA, Inc.
|
Delaware
|
Magna-Lastic Devices, Inc.
|
Delaware
|
Methode Development Company
|
Delaware
|
Methode Data Solutions Group Europe, Ltd
|
Malta
|
Methode Electronics Asia Pte, Ltd.
|
Singapore
|
Methode Electronics Far East Pte., Ltd.
|
Singapore
|
Methode Electronics India, Private Ltd.
|
India
|
Methode Electronics International GmbH
|
Germany
|
Methode Electronics Malta Holdings Ltd.
|
Malta
|
Methode Electronics Malta Ltd.
|
Malta
|
Methode Electronics Malta Mriehel Limited
|
Malta
|
Methode Electronics Mediterranean Company Ltd.
|
Malta
|
Methode Electronics Middle East, S.A.L.
|
Lebanon
|
Methode Electronics (Shanghai) Co. Ltd.
|
China
|
Methode Electronics U.K. Ltd.
|
United Kingdom
|
Methode Mexico, S.A. de C.V.
|
Mexico
|
Methode Surface Treatment (Zhenjiang), Co., Ltd.
|
China
|
Pacific Insight Electronics Corp.
|
Canada
|
Pacific Insight Electronics USA Corp.
|
Michigan
|
Pacific Insight Mexico S.A. de C.V.
|
Mexico
|
Procoplast S.A.
|
Belgium
|
Proco-Immo S.A.
|
Belgium
|
Samaya Electronics Egypt, Ltd.
|
Egypt
|
TouchSensor Technologies, L.L.C.
|
Delaware
|
Translec Limited
|
United Kingdom
|
1.
|
Registration Statement (Form S-8 No. 333-200846) pertaining to the Methode Electronics, Inc. 2014 Omnibus Incentive Plan,
|
2.
|
Registration Statement (Form S-8 No. 333-170959) pertaining to the Methode Electronics, Inc. 2010 Stock Plan,
|
3.
|
Registration Statement (Form S-8 No. 333-146709) pertaining to the Methode Electronics, Inc. 2007 Stock Plan,
|
4.
|
Registration Statement (Form S-8 No. 333-48356) pertaining to the Methode Electronics, Inc. 401(k) Savings Plan,
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
Date:
|
June 20, 2019
|
|
|
|
|
||
|
/s/ Donald W. Duda
|
||
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
Date:
|
June 20, 2019
|
|
|
|
|
||
|
/s/ Ronald L.G. Tsoumas
|
||
|
Chief Financial Officer
|
Dated:
|
June 20, 2019
|
|
/s/ Donald W. Duda
|
|
Donald W. Duda
|
||
|
Chief Executive Officer
|
||
|
|
||
|
|
||
Dated:
|
June 20, 2019
|
|
/s/ Ronald L.G. Tsoumas
|
|
Ronald L.G. Tsoumas
|
||
|
Chief Financial Officer
|