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Shareholders' Equity
3 Months Ended
Jul. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Shareholders' Equity

Note 8. Shareholders’ Equity

Share buyback program

On March 31, 2021, the Board of Directors authorized the purchase of up to $100.0 million of the Company’s outstanding common stock through March 31, 2023. On June 16, 2022, the Board of Directors authorized an increase in the share buyback program of an additional $100.0 million, and also extended the expiration from March 31, 2023 to June 14, 2024. Such purchases may be made on the open market, in private transactions or pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934.

The following table summarizes the Company’s stock buyback activity under this share buyback program:

 

 

Three Months Ended

 

(in millions, except share and per share data)

 

July 30, 2022

 

 

July 31, 2021

 

Shares purchased

 

 

317,635

 

 

 

157,513

 

Average price per share

 

$

37.43

 

 

$

48.35

 

Total cost

 

$

11.9

 

 

$

7.6

 

As of July 30, 2022, a total of 1,910,774 shares have been purchased at a total cost of $83.1 million since the commencement of the share buyback program. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. As of July 30, 2022, the dollar value of shares that remained available to be purchased by the Company under this share buyback program was $116.9 million.

Dividends

The Company paid dividends totaling $5.0 million and $5.2 million in the three months ended July 30, 2022 and July 31, 2021, respectively.

Accumulated other comprehensive income (loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in AOCI, net of tax is shown below:

 

 

Three Months Ended July 30, 2022

 

(in millions)

 

Currency Translation Adjustments

 

 

Derivative Instruments

 

 

Total

 

Balance at beginning of period

 

$

(30.5

)

 

$

3.7

 

 

$

(26.8

)

  Other comprehensive income (loss)

 

 

(10.9

)

 

 

2.0

 

 

 

(8.9

)

  Tax (expense) benefit

 

 

-

 

 

 

(0.5

)

 

 

(0.5

)

Net other comprehensive income (loss)

 

 

(10.9

)

 

 

1.5

 

 

 

(9.4

)

Balance at the end of period

 

$

(41.4

)

 

$

5.2

 

 

$

(36.2

)

 

 

 

Three Months Ended July 31, 2021

 

(in millions)

 

Currency Translation Adjustments

 

 

Derivative Instruments

 

 

Total

 

Balance at beginning of period

 

$

11.5

 

 

$

(5.4

)

 

$

6.1

 

  Other comprehensive income (loss)

 

 

(3.9

)

 

 

1.1

 

 

 

(2.8

)

  Tax (expense) benefit

 

 

(0.2

)

 

 

(0.2

)

 

 

(0.4

)

Net other comprehensive income (loss)

 

 

(4.1

)

 

 

0.9

 

 

 

(3.2

)

Balance at the end of period

 

$

7.4

 

 

$

(4.5

)

 

$

2.9

 

 

Stock-based compensation

On June 16, 2022, the Company's Board of Directors, on the recommendation of the Compensation Committee, adopted the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “2022 Incentive Plan”), subject to the approval of the Company's stockholders. The 2022 Incentive Plan provides for discretionary grants of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units and performance grants to employees and directors.

The 2022 Incentive Plan provides that upon approval of the 2022 Incentive Plan by the Company's stockholders, no further awards shall be granted under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”). If the 2022 Incentive Plan is approved, subject to adjustment as provided in the 2022 Incentive Plan and the 2022 Incentive Plan’s share counting provisions, the number of shares of the Company's common stock that will initially be available for all awards under the 2022 Incentive Plan is 5,550,000, less one share for every one share of common stock subject to an option or SAR award granted after April 30, 2022 under the 2014 Plan and 2.28 shares for every one share that was subject to an award other than an option or SAR granted after April 30, 2022 under the 2014 Plan.

The Company has granted stock options, restricted stock awards (“RSAs”), performance units (“PUs”), restricted stock units (“RSUs”) and stock awards to employees and non-employee directors under 2014 Plan, the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”), the Methode Electronics, Inc. 2007 Stock Plan (“2007 Plan”) and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company can no longer make grants under the 2010 Plan, 2007 Plan and 2004 Plan. The number of shares of common stock originally authorized under the 2014 Plan is 3,000,000. As of July 30, 2022, there were 17,269 shares available for award under the 2014 Plan.

Restricted stock awards and performance units

As of July 30, 2022, the Company had 928,412 RSAs outstanding which will be earned based on the achievement of an earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) measure for fiscal 2025. The RSAs will vest ranging from 0% (for performance below threshold) to 100% (target performance) based on the achievement of the EBITDA performance measure and continued employment. In addition, if the target performance is exceeded, an additional 464,206 PUs can be earned that will be settled in cash. At the discretion of the Compensation Committee, the PUs may be settled in shares of common stock.

The fair value of the RSAs was based on the closing stock price on the date of grant and the RSAs earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for the RSAs is recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs is recognized when it is probable that the target performance criteria will be exceeded. The Company assesses the probability of vesting at each balance sheet date and adjusts compensation costs based on the probability assessment. The cash-settled PUs represent a non-equity unit with a conversion value equal to the fair market value of a share of the Company’s common stock on the vesting date. The PUs are classified as liability awards due to the cash settlement feature and are re-measured at each balance sheet date. In accordance with Accounting Standards Codification 718, based on projections of the Company’s current business portfolio, no compensation expense has not been recognized for the RSAs or PUs to-date, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense at target level of performance is $26.5 million as of July 30, 2022, which, subject to the performance conditions being met, will be recognized through fiscal 2025.

Restricted stock units

RSUs granted under the 2014 Plan vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted are based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs don’t vest.

The following table summarizes RSU activity under the 2014 Plan:

 

 

Restricted Stock
 Units

 

 

Weighted
average grant
date fair value

 

Non-vested at April 30, 2022

 

 

936,391

 

 

$

29.16

 

Awarded

 

 

52,832

 

 

$

39.44

 

Vested

 

 

 

 

$

 

Forfeited

 

 

(734

)

 

$

48.41

 

Non-vested at July 30, 2022

 

 

988,489

 

 

$

29.70

 

Under the various stock plans, common stock underlying vested RSUs held by certain executives will not be delivered until termination of employment or a change of control of the Company. As of July 30, 2022, common stock to be delivered to these executives totaled 577,055 shares.

Director awards

The Company grants stock awards to its non-employee directors as a component of their compensation. The stock awards vest immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. In the three months ended July 30, 2022, the Company granted 42,735 shares, of which 27,195 shares were deferred. All dividends on deferred shares are reinvested into additional deferred shares based on the closing price of the Company’s common stock on the dividend payment date. Deferred shares will be settled with shares of common stock upon each director’s retirement from the Company’s Board of Directors. As of July 30, 2022, there were 45,304 deferred shares outstanding.

Stock options

The following table summarizes combined stock option activity under the 2010 Plan:

 

 

Shares

 

 

Weighted average exercise price

 

 

Weighted-
average life
(years)

 

 

Aggregate
intrinsic value
(in millions)

 

Outstanding and exercisable at April 30, 2022

 

 

60,000

 

 

$

37.01

 

 

 

2.2

 

 

$

0.5

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

Forfeited

 

 

 

 

$

 

 

 

 

 

 

 

Outstanding and exercisable at July 30, 2022

 

 

60,000

 

 

$

37.01

 

 

 

1.9

 

 

$

0.3

 

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date.

Stock-based compensation expense

All stock-based awards to employees and non-employee directors are recognized in selling and administrative expenses on the condensed consolidated statements of income. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards:

 

 

 

Three Months Ended

 

(in millions)

 

July 30, 2022

 

 

July 31, 2021

 

RSUs

 

$

2.4

 

 

$

2.5

 

Deferred director awards

 

 

1.0

 

 

 

0.8

 

Director awards

 

 

0.6

 

 

 

0.7

 

Total stock-based compensation expense

 

$

4.0

 

 

$

4.0