MEI 10.26.2013 10Q Q2
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
__________________________________ 
FORM 10-Q
 (Mark One)
 
x      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
for the quarterly period ended October 26, 2013
 
or
 
o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 __________________________________ 
Commission file number 0-2816
 
METHODE ELECTRONICS, INC.
(Exact name of registrant as specified in its charter.)

 
Delaware
 
36-2090085
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
7401 West Wilson Avenue, Harwood Heights, Illinois
 
60706-4548
(Address of principal executive offices)
 
(Zip Code)
 
(Registrant’s telephone number, including area code) (708) 867-6777
 
None
(Former name, former address, former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company.  See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x
 
At December 3, 2013, registrant had 37,382,338 shares of common stock outstanding.


Table of Contents

METHODE ELECTRONICS, INC.
FORM 10-Q
October 26, 2013

TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Table of Contents

PART I - FINANCIAL INFORMATION
 
Item 1 - Financial Statements
 
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands)
 
 
 
As of
 
As of
 
 
October 26, 2013
 
April 27, 2013
 
 
(Unaudited)
 
 
ASSETS
 
 

 
 

CURRENT ASSETS
 
 

 
 

Cash and cash equivalents
 
$
87,819

 
$
65,811

Accounts receivable, net
 
147,453

 
119,816

Inventories:
 
 
 
 

Finished products
 
15,567

 
11,736

Work in process
 
10,073

 
10,220

Materials
 
42,985

 
37,973

 
 
68,625

 
59,929

Deferred income taxes
 
3,475

 
3,313

Prepaid and refundable income taxes
 
269

 
326

Prepaid expenses and other current assets
 
9,956

 
9,459

TOTAL CURRENT ASSETS
 
317,597

 
258,654

PROPERTY, PLANT AND EQUIPMENT
 
317,107

 
297,255

Less allowances for depreciation
 
214,249

 
198,897

 
 
102,858

 
98,358

GOODWILL
 
12,955

 
12,907

INTANGIBLE ASSETS, net
 
15,625

 
16,466

PRE-PRODUCTION COSTS
 
16,138

 
11,511

OTHER ASSETS
 
37,324

 
37,043

 
 
82,042

 
77,927

TOTAL ASSETS
 
$
502,497

 
$
434,939

LIABILITIES AND EQUITY
 
 

 
 

CURRENT LIABILITIES
 
 

 
 

Accounts payable
 
$
78,410

 
$
61,541

Other current liabilities
 
28,144

 
28,930

TOTAL CURRENT LIABILITIES
 
106,554

 
90,471

LONG-TERM DEBT
 
51,500

 
43,500

OTHER LIABILITIES
 
3,281

 
3,294

DEFERRED COMPENSATION
 
10,963

 
8,090

SHAREHOLDERS’ EQUITY
 
 

 
 

Common stock, $0.50 par value, 100,000,000 shares authorized, 38,724,526 and 38,455,853 shares issued as of October 26, 2013 and April 27, 2013, respectively
 
19,362

 
19,228

Additional paid-in capital
 
85,582

 
81,472

Accumulated other comprehensive income
 
23,805

 
15,680

Treasury stock, 1,342,188 shares as of October 26, 2013 and April 27, 2013
 
(11,377
)
 
(11,377
)
Retained earnings
 
212,559

 
184,368

TOTAL METHODE ELECTRONICS, INC. SHAREHOLDERS’ EQUITY
 
329,931

 
289,371

Noncontrolling interest
 
268

 
213

TOTAL EQUITY
 
330,199

 
289,584

TOTAL LIABILITIES AND EQUITY
 
$
502,497

 
$
434,939

 
See notes to condensed consolidated financial statements.

2
Table of Contents

METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
($ in thousands, except per share data)
 
 
 
Three Months Ended
 
Six Months Ended
 
 
October 26,
2013
 
October 27,
2012
 
October 26, 2013
 
October 27, 2012
 
 
 

 
 

 
 
 
 
Net sales
 
$
190,914

 
$
129,758

 
$
358,180

 
$
248,496

 
 
 
 
 
 
 
 
 
Cost of products sold
 
149,531

 
107,466

 
282,816

 
204,737

 
 
 
 
 
 
 
 
 
Gross profit
 
41,383

 
22,292

 
75,364

 
43,759

 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
19,649

 
15,177

 
38,502

 
32,474

Income from settlement
 
—

 
(20,000
)
 
—

 
(20,000
)
 
 
 
 
 
 
 
 
 
Income from operations
 
21,734

 
27,115

 
36,862

 
31,285

 
 
 
 
 
 
 
 
 
Interest expense, net
 
117

 
53

 
177

 
7

Other expense, net
 
368

 
536

 
493

 
495

 
 
 
 
 
 
 
 
 
Income before income taxes
 
21,249

 
26,526

 
36,192

 
30,783

 
 
 
 
 
 
 
 
 
Income tax expense
 
1,438

 
3,234

 
2,738

 
3,664

 
 
 
 
 
 
 
 
 
Net income
 
19,811

 
23,292

 
33,454

 
27,119

 
 
 
 
 
 
 
 
 
Less: Net income/(loss) attributable to noncontrolling interest
 
9

 
(71
)
 
41

 
(132
)
NET INCOME ATTRIBUTABLE TO METHODE ELECTRONICS, INC.
 
$
19,802

 
$
23,363

 
$
33,413

 
$
27,251

 
 
 
 
 
 
 
 
 
Amounts per common share attributable to Methode Electronics, Inc.:
 
 

 
 

 
 
 
 
Basic
 
$
0.52

 
$
0.62

 
$
0.89

 
$
0.73

Diluted
 
$
0.51

 
$
0.62

 
$
0.87

 
$
0.72

Cash dividends:
 
 

 
 

 
 
 
 
Common stock
 
$
0.07

 
$
0.07

 
$
0.14

 
$
0.14

Weighted average number of Common Shares outstanding:
 
 

 
 

 
 
 
 
Basic
 
37,718,643

 
37,413,490

 
37,635,238

 
37,402,660

Diluted
 
38,486,370

 
37,975,559

 
38,348,040

 
37,920,732

 
See notes to condensed consolidated financial statements.



3
Table of Contents

METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
($ in thousands)

 
Three Months Ended
 
Six Months Ended
 
October 26, 2013
 
October 27, 2012
 
October 26, 2013
 
October 27, 2012
 
 

 
 

 
 
 
 
Net income
$
19,811

 
$
23,292

 
$
33,454

 
$
27,119

 
 
 
 
 
 
 
 
Foreign currency translation adjustment
5,672

 
5,701

 
8,111

 
(1,236
)
Comprehensive income
25,483

 
28,993

 
41,565

 
25,883

Less: Comprehensive income/(loss) attributable to non-controlling interest
19

 
(63
)
 
55

 
(136
)
Comprehensive income attributable to Methode Electronics, Inc.
$
25,464

 
$
29,056

 
$
41,510

 
$
26,019


See notes to consolidated financial statements.



4
Table of Contents

METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
($ in thousands)
 
 
 
Six Months Ended
 
 
October 26,
2013
 
October 27,
2012
OPERATING ACTIVITIES
 
 

 
 

Net income
 
$
33,454

 
$
27,119

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Provision for depreciation
 
10,536

 
7,987

Amortization of intangibles
 
919

 
783

Amortization of stock awards and stock options
 
1,888

 
1,747

Changes in operating assets and liabilities
 
(16,195
)
 
(14,937
)
Other
 
233

 
(14
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
 
30,835

 
22,685

 
 
 
 
 
INVESTING ACTIVITIES
 
 

 
 

Purchases of property, plant and equipment
 
(16,507
)
 
(23,557
)
Acquisition of businesses
 
—

 
(1,434
)
NET CASH USED IN INVESTING ACTIVITIES
 
(16,507
)
 
(24,991
)
 
 
 
 
 
FINANCING ACTIVITIES
 
 

 
 

Proceeds from exercise of stock options
 
2,356

 
—

Cash dividends
 
(5,222
)
 
(5,187
)
Proceeds from borrowings
 
21,500

 
24,500

Repayment of borrowings
 
(13,500
)
 
(26,500
)
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES
 
5,134

 
(7,187
)
 
 
 
 
 
Effect of foreign currency exchange rate changes on cash
 
2,546

 
(305
)
 
 
 
 
 
INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
 
22,008

 
(9,798
)
Cash and cash equivalents at beginning of period
 
65,811

 
86,797

CASH AND CASH EQUIVALENTS AT END OF PERIOD
 
$
87,819

 
$
76,999

 
See notes to condensed consolidated financial statements.



5
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)




1.             BASIS OF PRESENTATION
 
Methode Electronics, Inc. was incorporated in 1946 as an Illinois corporation and reincorporated in Delaware in 1966.  As used herein, “we,” “us,” “our,” the “Company” or “Methode” means Methode Electronics, Inc. and its subsidiaries.  Our business is managed and our financial results are reported on a segment basis, with those segments being Automotive, Interconnect, Power Products and Other.  The condensed consolidated financial statements and related disclosures as of October 26, 2013 and results of operations for the three months and six months ended October 26, 2013 and October 27, 2012 are unaudited, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The April 27, 2013 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.  In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods.  These financial statements should be read in conjunction with the financial statements included in our Form 10-K for the year ended April 27, 2013, filed with the SEC on June 20, 2013.  Results may vary from quarter to quarter for reasons other than seasonality.
 

2.             RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
 
In February 2013, the Financial Accounting Standards Board, ("FASB"), issued Accounting Standards Codification, ("ASU") 2013-02, "Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income". The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the consolidated statements of income or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 was effective prospectively for the Company for the first quarter of fiscal 2014, which began April 28, 2013. The adoption of ASU 2013-02 did not have a material impact on our financial statements.

3.             GOODWILL AND INTANGIBLE ASSETS
 
We review our goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, and at least annually in accordance with ASC No. 350, “Intangibles — Goodwill and Other”.  The values assigned to goodwill and intangible assets are normally based on estimates and judgments regarding expectations for the success and life cycle of products and technologies acquired.  A severe decline in expectations could result in significant impairment charges, which could have a material adverse effect on our financial condition and results of operations.

The following table shows the roll-forward of goodwill in the financial statements for the six months ended October 26, 2013:

 
 
As of October 26, 2013
 
 
 
 
 
 
 
 
 
 
 
Power
 
 
 
 
Interconnect
 
Products
 
Total
Balance as of April 27, 2013
 
$
11,957

 
$
950

 
$
12,907

Foreign currency translation
 
48

 
—

 
48

Balance as of October 26, 2013
 
$
12,005

 
$
950

 
$
12,955




6
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


The following tables present details of the Company’s intangible assets:
 
 
As of October 26, 2013
 
 
 
 
 
 
 
 
Wtd. Avg.
 
 
 
 
 
 
 
 
Remaining
 
 
 
 
Accumulated
 
 
 
Amortization
 
 
Gross
 
Amortization
 
Net
 
Periods (Years)
Customer relationships and agreements
 
$
16,579

 
$
14,443

 
$
2,136

 
10.4
Trade names, patents and technology licenses
 
25,774

 
12,378

 
13,396

 
9.9
Covenants not to compete
 
119

 
26

 
93

 
3.9
Total
 
$
42,472

 
$
26,847

 
$
15,625

 
 
 
 
 
As of April 27, 2013
 
 
 
 
 
 
 
 
Wtd. Avg.
 
 
 
 
 
 
 
 
Remaining
 
 
 
 
Accumulated
 
 
 
Amortization
 
 
Gross
 
Amortization
 
Net
 
Periods (Years)
Customer relationships and agreements
 
$
16,579

 
$
14,213

 
$
2,366

 
10.9
Trade names, patents and technology licenses
 
25,774

 
11,779

 
13,995

 
10.4
Covenants not to compete
 
119

 
14

 
105

 
4.4
Total
 
$
42,472

 
$
26,006

 
$
16,466

 
 
 
The estimated aggregate amortization expense for the current fiscal year and each of the four succeeding fiscal years is as follows:
 
2014

$1,722
2015

1,725

2016

1,541

2017

1,476

2018

1,379

 
As of October 26, 2013 and April 27, 2013, the trade names, patents and technology licenses include $1,800 of trade names that are not subject to amortization.
 
4.             INCOME TAXES
 
At October 26, 2013 and April 27, 2013, we had a total valuation allowance against our deferred tax assets of $41,440 and $42,436, respectively.  In the U.S., as of April 27, 2013 and October 26, 2013, the company had a full valuation allowance against its domestic federal and state net deferred tax assets of $35,200 and $34,200, respectively.

In accordance with ASC No. 740, “Income Taxes,” a valuation allowance is required to be recorded when it is more likely than not that deferred tax assets will not be realized.  Future realization depends on the existence of sufficient taxable income within the carry-forward period available under the tax laws.  Sources of future taxable income include future reversals of taxable temporary differences, future taxable income exclusive of reversing taxable differences, taxable income in carry-back years and tax planning strategies.  These sources of positive evidence of realizability must be weighed against negative evidence, such as cumulative losses in recent years.
 
In forming a judgment about the future realization of our deferred tax assets, we considered both the positive and negative evidence of realizability and gave significant weight to the negative evidence from our recent cumulative loss in the U.S. Each reporting period, the Company considers all available evidence, both positive and negative, to determine whether based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. The Company has experienced cumulative domestic losses in recent years, which represents significant negative evidence. However, the Company has recently launched major automotive and appliance programs in the U.S. which have generated, and are expected to continue to generate, pre-tax income. In evaluating this positive evidence, the Company considered its ability to accurately assess future demand for its products, general economic climate and eventual product acceptance, given the limited experience with the launches.

7
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


The Company has concluded based on the weight of the available evidence that a full valuation allowance continues to be appropriate at October 26, 2013. However, continued sustained improvement in the Company’s domestic operating results could result in the reversal of some or all of the Company’s domestic valuation allowance in subsequent quarters.
 
The Company recognized an income tax provision of $1,438 and $3,234 for the three months ended October 26, 2013 and October 27, 2012, respectively. The Company's effective tax rate was 6.8% and 12.2% for the three months ended October 26, 2013 and October 27, 2012, respectively. The Company recognized an income tax provision of $2,738 and $3,664 for the six months ended October 26, 2013 and October 27, 2012, respectively. The Company's effective tax rate was 7.8% and 11.9% for the six months ended October 26, 2013 and October 27, 2012, respectively. The income tax provision for both the three and six months ended October 26, 2013 and October 27, 2012 is lower than the U.S. statutory rate primarily due to foreign investment tax credits, foreign operations with lower statutory rates and adjustments in valuation allowances.

We recognize interest and penalties accrued related to the unrecognized tax benefits in the provision for income taxes.  We had approximately $72 accrued at October 26, 2013 for the payment of interest and penalties.  The total unrecognized tax benefit as of October 26, 2013 was $393. There have been no changes to the accrued amounts in the current fiscal year.
  
The Company and all of its domestic subsidiaries file income tax returns in the U.S. federal jurisdiction and various states.  Our foreign subsidiaries file income tax returns in certain foreign jurisdictions since they have operations outside the U.S.  The Company and its subsidiaries are generally no longer subject to U.S. federal, state and local examinations by tax authorities for all years except fiscal 2013, 2012, 2011 and 2010.
 
5.             COMMON STOCK AND STOCK-BASED COMPENSATION
 
The following table sets forth the changes in the number of issued shares of common stock during the six-month periods presented:
 
 
Six Months Ended
 
 
October 26,
2013
 
October 27,
2012
Balance at the beginning of the period
 
38,455,853

 
38,375,678

Options exercised
 
241,673

 
—

Restricted stock awards vested
 
27,000

 
27,000

Balance at the end of the period
 
38,724,526

 
38,402,678

 
We paid quarterly dividends of $2,617 and $2,605 on October 25, 2013 and July 26, 2013, respectively.
 
Stock Options Granted Under the 2010 Stock Plan
 
In July 2013, the Compensation Committee approved the grant of options to purchase 120,000 shares of our common stock to our executive officers.  The stock options have a ten-year term and will vest one-third per year on each anniversary of the date of grant.  The exercise price is the closing price on the date granted.
 
The following tables summarize the stock option activity and related information for the stock options granted under the 2010 Stock Plan for the six months ended October 26, 2013:
 
 
Summary of Option Activity
 
 
Shares
 
Wtd. Avg. Exercise Price
Outstanding at April 27, 2013
 
360,000

 
$
9.53

Granted
 
120,000

 
17.27

Exercised
 
—

 
—

Cancelled
 
—

 
—

Outstanding at October 26, 2013
 
480,000

 
$
11.46

 

8
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


Options Outstanding
at October 26, 2013
Average Exercise Price
 
Shares
 
Avg. Remaining Life (Years)
$
9.24

 
120,000

 
7.1

$
10.70

 
120,000

 
7.8

$
8.64

 
120,000

 
8.8

$
17.27

 
120,000

 
9.8

$
11.46

 
480,000

 
 
 
Options Exercisable at October 26, 2013
Average Exercise Price
 
Shares
 
Avg. Remaining Life (Years)
$
9.24

 
120,000

 
7.1

$
10.70

 
80,000

 
7.8

$
8.64

 
40,000

 
8.8

$
9.63

 
240,000

 
 

The options outstanding had an intrinsic value of $8,711 at October 26, 2013. The 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 second quarter of fiscal 2014 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 October 26, 2013.
 
We estimated the fair value of our employee stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
 
 
Fiscal 2014
Fiscal 2013
 
Awards
Awards
Average expected volatility
65.77
%
66.15
%
Average risk-free interest rate
0.65
%
0.39
%
Dividend yield
2.81
%
2.94
%
Expected life of options (in years)
7.61

7.18

Weighted-average grant-date fair value
$
8.36

$
4.13


Restricted Stock Awards ("RSAs") and Restricted Stock Units ("RSUs") Outstanding Under the 2010 Stock Plan
    
The following table summarizes the RSA and RSU activity for the six months ended October 26, 2013 for the RSA's and RSU's granted under the 2010 Stock Plan:
 
RSA Shares
RSU Shares
Unvested and unissued at April 27, 2013
700,000

120,000

Awarded
—

—

Vested
—

—

Forfeited and cancelled
—

—

Unvested and unissued at October 26, 2013
700,000

120,000


9
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


 
 
Number of Shares Granted, less Forfeitures
 
 
 
Weighted Average Value
 
Probable Unearned Compensation Expense at
 
Target Unearned Compensation Expense at
Grant Fiscal Year
 
 
Vesting Period
 
 
October 26, 2013
 
October 26, 2013
2011
 
600,000

 
5-year cliff, performance based
 
$
9.70

 
$
1,951

 
$
1,951

2011
 
300,000

*
5-year, equal annual installments
 
9.70

 
279

 
N/A

2012
 
100,000

 
One-third per year, beginning in fiscal 2015, performance based
 
8.10

 
398

 
398


* The RSU's granted in fiscal 2011 vest one-fifth per year on the last day of the fiscal year. At the end of fiscal 2013, 180,000 shares were vested of the 300,000 total shares.

Stock Options Granted Under the 2007 Stock Plan
 
In July 2013, our Compensation Committee awarded options to purchase 42,500 shares of our common stock to some non-executive members of the management team that vest one-third per year on each anniversary of the date of the grant. The stock options awarded under the 2007 Stock Plan have a ten-year term. The exercise price is the closing price on the date granted.

The following tables summarize the stock option activity and related information for the stock options granted under the 2007 Stock Plan for the six months ended October 26, 2013:
 
 
 
Summary of Option Activity
 
 
 
 
Wtd. Avg.
 
 
Shares
 
Exercise Price
Outstanding at April 27, 2013
 
778,000

 
$
5.94

Granted
 
42,500

 
17.27

Exercised
 
(170,498
)
 
9.04

Cancelled
 
—

 
—

Outstanding at October 26, 2013
 
650,002

 
$
5.87

Options Outstanding
at October 26, 2013
 
 
 
 
Avg.
 
 
 
 
Remaining
Average Exercise Price
 
Shares
 
Life (Years)
$
2.72

 
279,000

 
5.5

$
6.46

 
246,000

 
5.8

$
10.55

 
20,000

 
6.8

$
8.10

 
32,501

 
8.0

$
8.64

 
30,001

 
8.8

$
17.27

 
42,500

 
9.8

$
5.87

 
650,002

 
 
 
Options Exercisable at October 26, 2013
 
 
 
 
Avg.
 
 
 
 
Remaining
Average Exercise Price
 
Shares
 
Life (Years)
$
2.72

 
279,000

 
5.5

$
6.46

 
246,000

 
5.8

$
10.55

 
20,000

 
6.8

$
8.10

 
15,001

 
8.0

$
8.64

 
1,668

 
8.8

$
4.80

 
561,669

 
 

10
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)



The options outstanding had an intrinsic value of $15,431 at October 26, 2013.

We estimated the fair value of our employee stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
 
 
Fiscal 2014
 
Fiscal 2013
 
Awards
 
Awards
Average expected volatility
65.77
%
 
66.15
%
Average risk-free interest rate
0.65
%
 
0.39
%
Dividend yield
2.81
%
 
2.94
%
Expected life of options (in years)
7.61

 
7.18

Weighted-average grant-date fair value
$
8.36

 
$
4.13


Restricted Stock Awards and Restricted Stock Units Outstanding Under the 2007 Stock Plan
 
In April 2007, 225,000 shares of common stock subject to performance-based RSAs granted to our CEO in fiscal 2006 and 2007 were converted to RSUs.  The RSUs were subject to the same vesting schedule and other major provisions of the RSAs they replaced, except the shares for stock underlying the RSUs will not be issued and delivered until the earlier of: (1) thirty days after the CEO’s date of termination of employment with the Company and all of its subsidiaries and affiliates; or (2) the last day of our fiscal year in which the payment of common stock in satisfaction of the RSUs becomes deductible to the Company under Section 162(m) of the Internal Revenue Code.  The RSUs are not entitled to voting rights or the payment of dividends, however, a bonus in lieu of dividends is paid.  The RSU’s are fully vested as of October 26, 2013.  As of October 26, 2013, no shares have been delivered pursuant to the RSUs.

At the end of fiscal 2013, there were no RSAs outstanding under the 2007 Stock Plan. During the first quarter of fiscal 2014, we awarded 27,000 shares to our independent directors, all of which vested immediately upon grant.

Stock Options Outstanding Under the 2000 and 2004 Stock Plans
 
There were no options to purchase shares of our common stock granted in previous years under the 2000 and 2004 Stock Plans outstanding of October 26, 2013.  Options to purchase 1,410 shares of our common stock expired in the first quarter of fiscal 2014.
 

11
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


Stock-based Compensation

We recognize pre-tax compensation expense for stock options, RSA's and RSU's under our 2010 and 2007 stock plans in the selling and administrative section of our consolidated statement of operations. There was no pre-tax compensation expense related to the 2000 and 2004 stock plans in any periods presented. The table below summarizes the expense for the three and six months ended October 26, 2013 and October 27, 2012.

 
Compensation Expense
 
Three Months Ended
 
Six Months Ended
 
October 26,
2013
 
October 27,
2012
 
October 26,
2013
 
October 27,
2012
2010 Stock Plan:
 
 
 
 
 
 
 
RSAs
$
368

 
$
366

 
$
736

 
$
732

RSUs
74

 
132

 
147

 
264

Stock options
208

 
143

 
365

 
276

Total 2010 Stock Plan
$
650

 
$
641

 
1,248

 
1,272

 
 
 
 
 
 
 
 
2007 Stock Plan:
 
 
 
 
 
 
 
RSAs
$
—

 
$
—

 
466

 
233

Stock options
72

 
115

 
174

 
242

Total 2007 Stock Plan
$
72

 
$
115

 
640

 
475

 
 
 
 
 
 
 
 
Total Compensation Expense
$
722

 
$
756

 
$
1,888

 
$
1,747


6.             NET INCOME PER SHARE
 
Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the applicable period.  Diluted net income per share is calculated after adjusting the denominator of the basic net income per share calculation for the effect of all potentially dilutive stock compensation awards outstanding during the period.
 
The following table sets forth the computation of basic and diluted net income per share:
 
 
 
Three Months Ended
 
Six Months Ended
 
 
October 26,
2013
 
October 27,
2012
 
October 26, 2013
 
October 27, 2012
Numerator - net income attributable to Methode Electronics, Inc.
 
$
19,802

 
$
23,363

 
$
33,413

 
$
27,251

Denominator:
 
—

 
—

 
 
 
 
Denominator for basic net income per share-weighted average shares
 
37,718,643

 
37,413,490

 
37,635,238

 
37,402,660

Dilutive potential common shares
 
767,727

 
562,069

 
712,802

 
518,072

Denominator for diluted net income per share-adjusted weighted average shares and assumed conversions
 
38,486,370

 
37,975,559

 
38,348,040

 
37,920,732

 
 
 
 
 
 
 
 
 
Net income per share:
 
 

 
 

 
 
 
 
Basic
 
$
0.52

 
$
0.62

 
$
0.89

 
$
0.73

Diluted
 
$
0.51

 
$
0.62

 
$
0.87

 
$
0.72

 

12
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


For the three and six months ended October 27, 2012, options to purchase 383,185 and 511,185 shares, respectively, have been excluded in the computation of net income per share because the exercise price was greater than the average market price for that period, and therefore, would have been anti-dilutive. In addition, restricted stock awards for 700,000 shares have been excluded in the computation of diluted net income per share for all periods presented, as these awards are contingent on the Company's performance in fiscal 2015.

7.             SEGMENT INFORMATION
 
We are a global manufacturer of component and subsystem devices.  We design, manufacture and market devices employing electrical, electronic, wireless, sensing and optical technologies.  Our components are found in the primary end markets of the automotive, appliance, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries; and the consumer and industrial equipment markets.
 
ASC No. 280, “Segment Reporting”, establishes annual and interim reporting standards for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources.  The CODM, as defined by ASC No. 280, is the Company’s President and Chief Executive Officer (“CEO”).

We have multiple operating segments that are aggregated in four reportable segments. Those segments are Automotive, Interconnect, Power Products and Other.
 
The Automotive segment supplies electronic and electromechanical devices and related products to automobile Original Equipment Manufacturers, ("OEMs"), either directly or through their tiered suppliers. Our products include control switches for electrical power and signals, connectors for electrical devices, integrated control components, switches and sensors that monitor the operation or status of a component or system, and packaging of electrical components.
 
The Interconnect segment provides a variety of copper and fiber-optic interconnect and interface solutions for the aerospace, appliance, commercial, computer, construction, consumer, material handling, medical, military, mining, networking, storage, and telecommunications markets.  Solutions include conductive polymers, connectors, custom cable assemblies, industrial safety radio remote controls, optical and copper transceivers, personal computer and express card packaging and terminators, solid-state field effect interface panels, and thick film inks.  Services include the design and installation of fiber optic and copper infrastructure systems, and manufacturing active and passive optical components.
 
The Power Products segment manufactures braided flexible cables, current-carrying laminated bus devices, custom power-product assemblies, high-current low voltage flexible power cabling systems and powder coated bus bars that are used in various markets and applications, including aerospace, computers, industrial and power conversion, inverters and battery systems, insulated gate bipolar transistor solutions, military, telecommunications, and transportation.
 
The Other segment includes a designer and manufacturer of magnetic torque sensing products, and independent laboratories that provide services for qualification testing and certification, and analysis of electronic and optical components.
 
The accounting policies of the segments are the same as those described in the summary of significant accounting policies in our Form 10-K for the fiscal year ended April 27, 2013.  We allocate resources to segments based on operating income. Transfers between segments are recorded using internal transfer prices set by us. 

13
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


The following tables present information regarding our segments. The Automotive segment income from operations for both the three and six months ended October 27, 2012 include $20,000 of income from settlement.
 
 
Three Months Ended October 26, 2013
 
 
Automotive
 
Interconnect
 
Power
Products
 
Other
 
Eliminations/Corporate
 
Consolidated
Net sales
 
$
126,619

 
$
44,329

 
$
18,782

 
$
2,329

 
$
(1,145
)
 
$
190,914

Transfers between segments
 
(546
)
 
(688
)
 
(68
)
 
(40
)
 
1,342

 
—

Net sales to unaffiliated customers
 
$
126,073

 
$
43,641

 
$
18,714

 
$
2,289

 
$
197

 
$
190,914

 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
17,992

 
$
6,883

 
$
3,616

 
$
(307
)
 
$
(6,450
)
 
$
21,734

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
117

Other expense, net
 
 
 
 
 
 
 
 
 
 
 
368

Income before income taxes
 
 
 
 
 
 
 
 
 
 
 
$
21,249

 
 
 
Three Months Ended October 27, 2012
 
 
Automotive
 
Interconnect
 
Power
Products
 
Other
 
Eliminations/Corporate
 
Consolidated
Net sales
 
$
80,298

 
$
33,986

 
$
12,573

 
$
3,852

 
$
(951
)
 
$
129,758

Transfers between segments
 
(145
)
 
(736
)
 
(57
)
 
(13
)
 
951

 
—

Net sales to unaffiliated customers
 
$
80,153

 
$
33,250

 
$
12,516

 
$
3,839

 
$
—

 
$
129,758

 
 
 
 
 
 
 
 
 
 
 
 
 
Income/(loss) from operations
 
$
26,487

 
$
4,130

 
$
(260
)
 
$
599

 
$
(3,841
)
 
$
27,115

Interest income, net
 
 
 
 
 
 
 
 
 
 
 
53

Other income, net
 
 
 
 
 
 
 
 
 
 
 
536

Income before income taxes
 
 
 
 
 
 
 
 
 
 
 
$
26,526

 
 
 
Six Months Ended October 26, 2013
 
 
Automotive
 
Interconnect
 
Power
Products
 
Other
 
Eliminations/Corporate
 
Consolidated
Net sales
 
$
230,396

 
$
88,609

 
$
36,205

 
$
5,040

 
$
(2,070
)
 
$
358,180

Transfers between segments
 
(845
)
 
(1,271
)
 
(117
)
 
(71
)
 
2,304

 
—

Net sales to unaffiliated customers
 
$
229,551

 
$
87,338

 
$
36,088

 
$
4,969

 
$
234

 
$
358,180

 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
30,420

 
$
14,323

 
$
6,038

 
$
(149
)
 
$
(13,770
)
 
$
36,862

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
177

Other expense, net
 
 
 
 
 
 
 
 
 
 
 
493

Income before income taxes
 
 
 
 
 
 
 
 
 
 
 
$
36,192


 
 
Six Months Ended October 27, 2012
 
 
Automotive
 
Interconnect
 
Power
Products
 
Other
 
Eliminations/Corporate
 
Consolidated
Net sales
 
$
151,606

 
$
66,270

 
$
24,740

 
$
7,745

 
$
(1,865
)
 
$
248,496

Transfers between segments
 
(408
)
 
(1,305
)
 
(105
)
 
(39
)
 
1,857

 
—

Net sales to unaffiliated customers
 
$
151,198

 
$
64,965

 
$
24,635

 
$
7,706

 
$
(8
)
 
$
248,496

 
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
 
$
29,147

 
$
9,004

 
$
51

 
$
1,548

 
$
(8,465
)
 
$
31,285

Interest expense, net
 
 
 
 
 
 
 
 
 
 
 
7

Other expense, net
 
 
 
 
 
 
 
 
 
 
 
495

Income before income taxes
 
 
 
 
 
 
 
 
 
 
 
$
30,783


14
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollar amounts in thousands, except per share data)


8.          CONTINGENCIES
 
Delphi Settlement

In September 2012, the Company and various Delphi parties settled all Delphi related litigation matters. In addition to resolving all claims between the parties, the Company assigned certain patents to Delphi and entered into a non-compete with respect to the related technology. In exchange, the Company received a payment of $20,000, half of which was paid in October 2012 and half of which was paid in January 2013. The Company recorded the entire gain in the second quarter of fiscal 2013, in the income from settlement section of our consolidated statement of operations.

Certain litigation arising in the normal course of business is pending against us.  We are from time to time subject to various legal actions and claims incidental to our business, including those arising out of alleged defects, breach of contracts, employment-related matters and environmental matters.  We consider insurance coverage and third-party indemnification when determining required accruals for pending litigation and claims.  Although the outcome of potential legal actions and claims cannot be determined, it is our opinion, based on the information available, that we have adequate reserves for these liabilities.

9.          PRE-PRODUCTION COSTS RELATED TO LONG-TERM SUPPLY ARRANGEMENTS
 
We incur pre-production tooling costs related to certain products produced for our customers under long-term supply agreements.  We had $16,138 and $11,511 as of October 26, 2013 and April 27, 2013, respectively, of pre-production tooling costs related to customer-owned tools for which reimbursement is contractually guaranteed by the customer or for which the customer has provided a non-cancelable right to use the tooling.  Engineering, testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are reimbursable, as specified in a customer contract.
 
10.          DEBT AND CREDIT AGREEMENT
 
We are party to an Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain other financial institutions, which has a maturity of September 21, 2017. The credit facility is in the aggregate principal amount of $100,000, with an option to increase the principal amount by an additional $50,000, subject to customary conditions and approval of the lender(s) providing new commitment(s). The credit facility provides for variable rates of interest based on the type of borrowing and the Company's debt to EBITDA financial ratio. The Amended and Restated Credit Agreement is guaranteed by certain of our U.S. subsidiaries. At October 26, 2013, the interest rate on the credit facility was 1.5% plus LIBOR. At October 26, 2013, we were in compliance with the covenants of the agreement. During the first half of fiscal 2014, we had borrowings of $21,500 and payments of $13,986, which includes interest of $486 under this credit facility. As of October 26, 2013, there were outstanding balances against the credit facility of $51,500.  There was $48,500 available to borrow under the credit facility as of October 26, 2013, which does not include the option to increase the principal amount. We believe the fair value approximates the carrying amount as of October 26, 2013.

15
Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Cautionary Statement
 
Certain statements in this report are forward-looking statements that are subject to certain risks and uncertainties.  We undertake no duty to update any such forward-looking statements to conform to actual results or changes in our expectations.  Our business is highly dependent upon two large automotive customers and specific makes and models of automobiles.  Our results will be subject to many of the same risks that apply to the automotive, appliance, computer and communications industries, such as general economic conditions, interest rate fluctuations, consumer spending patterns and technological changes.   Other factors which may result in materially different results for future periods include the following risk factors. Additional risks and uncertainties not presently known or that our management currently believe to be insignificant may also adversely affect our financial condition or results of operations.  These risk factors should be considered in connection with evaluating the forward-looking statements contained in this report because these factors could cause our actual results and condition to differ materially from those projected in forward-looking statements.  The forward-looking statements in this report are subject to the safe harbor protection provided under the securities laws and are made as of the date of this report.

•
Our business is highly dependent on two large automotive customers. If we were to lose either of these customers or experienced a significant decline in the volume or price of products purchased by these customers, or if either of the customers declare bankruptcy, our future results could be adversely affected.

•
Because we derive a substantial portion of our revenues from customers in the automotive, appliance, computer and communications industries, we are susceptible to trends and factors affecting those industries.

•
We face risks relating to our international operations, including political and economic instability, expropriation, or the imposition of government controls.

•
Our inability to effectively manage the timing, quality and cost of new program launches could adversely affect our financial performance.

•
Products we manufacture may contain design or manufacturing defects that could result in reduced demand for our products or services and liability claims against us.
  
•
Our technology-based business and the markets in which we operate are highly competitive. If we are unable to compete effectively, our sales could decline.

•
We are dependent on the availability and price of materials.

•
Disruption of our supply chain could have an adverse effect on our business, financial condition and results of operations.

•
Downturns in the automotive industry or the bankruptcy of certain automotive customers could reduce the sales and profitability of our business.

•
We may be unable to keep pace with rapid technological changes, which could adversely affect our business.

•
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 are subject to continuing pressure to lower our prices.

•
We currently have a significant amount of our cash located outside the U.S.

•
We may be required to recognize impairment charges for our goodwill and indefinite-lived intangible assets.

•
A significant fluctuation between the U.S. dollar and other currencies could adversely impact our operating results.

•
We may acquire businesses or divest business operations. These transactions may pose significant risks and may materially adversely affect our business, financial condition and operating results.


16
Table of Contents

•
We could suffer significant business interruptions.

•
Unfavorable tax law changes may adversely affect our financial results.

•
Our information technology (“IT”) systems could be breached.
 
•
The SEC's annual disclosure and reporting requirements for those companies who use conflict minerals mined from the Democratic Republic of Congo (DRC) and adjoining countries may be difficult and costly to implement.

Any such forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ materially from those foreseen in such forward-looking statements.  These forward-looking statements speak only as of the date of the report, press release, statement, document, webcast or oral discussion in which they are made.  We do not intend to update any forward-looking statements, all of which are expressly qualified by the foregoing.  See Part I — Item 1A, Risk Factors of our Form 10-K for the fiscal year ended April 27, 2013, for a further discussion regarding some of the reasons that actual results may be materially different from those we anticipate.
 
Overview
 
We are a global manufacturer of component and subsystem devices with manufacturing, design and testing facilities in China, Egypt, Germany, India, Italy, Lebanon, Malta, Mexico, the Philippines, Singapore, Switzerland, the United Kingdom and the United States. We are a global designer and manufacturer of electronic and electro-mechanical devices. We design, manufacture and market devices employing electrical, radio remote control, electronic, wireless, sensing and optical technologies. Our business is managed on a segment basis, with those segments being Automotive, Interconnect, Power Products and Other.  For more information regarding the business and products of these segments, see “Item 1. Business.” of our Form 10-K for the fiscal year ended April 27, 2013.
 
Our components are found in the primary end markets of the aerospace, appliance, automotive, construction, consumer and industrial equipment markets, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), rail and other transportation industries.
 
Delphi Settlement

In September 2012, the Company and various Delphi parties settled all Delphi related litigation matters. In addition to resolving all claims between the parties, the Company assigned certain patents to Delphi and entered into a non-compete with respect to the related technology. In exchange, the Company received a payment of $20.0 million, half of which was paid in October 2012 and half of which was paid in January 2013. The Company recorded the entire gain in the second quarter of fiscal 2013, in the income from settlement section of our consolidated statement of operations.

Hetronic Italy Transaction

In September 2012, we acquired certain assets of Hetronic South Europe S.R.L. for $1.4 million in cash, as well as the forgiveness of debt owed to the Company of $1.3 million, for total consideration of $2.7 million. We operate this business under the name Hetronic Italy. The business, located in Milan, Italy, is a market leader in industrial safety radio remote controls, primarily serving the Italian market. The accounts and transactions of Hetronic Italy have been included in the Hetronic Group in the Interconnect segment in the consolidated financial statements from the effective date of the acquisition.



17
Table of Contents

Results of Operations for the Three Months Ended October 26, 2013 as Compared to the Three Months Ended October 27, 2012
 
Consolidated Results
 
Below is a table summarizing results for the three months ended:
($ in millions)
(“N/M” equals not meaningful) 
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
190.9

 
$
129.8

 
$
61.1

 
47.1
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
149.5

 
107.5

 
42.0

 
39.1
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
41.4

 
22.3

 
19.1

 
85.7
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
19.7

 
15.2

 
4.5

 
29.6
 %
Income from settlement
 
—

 
(20.0
)
 
20.0

 
N/M

Interest expense, net
 
0.1

 
0.1

 
—

 
—
 %
Other expense, net
 
0.4

 
0.5

 
(0.1
)
 
(20.0
)%
Income tax expense
 
1.4

 
3.2

 
(1.8
)
 
(56.3
)%
Net loss attributable to noncontrolling interest
 
—

 
(0.1
)
 
0.1

 
N/M
Net income attributable to Methode Electronics, Inc.
 
$
19.8

 
$
23.4

 
$
(3.6
)
 
(15.4
)%
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
 %
 
 
 
 
Cost of products sold
 
78.3
%
 
82.8
 %
 
 
 
 
Gross margins
 
21.7
%
 
17.2
 %
 
 
 
 
Selling and administrative expenses
 
10.3
%
 
11.7
 %
 
 
 
 
Income from settlement
 
—
%
 
(15.4
)%
 
 
 
 
Interest expense, net
 
0.1
%
 
0.1
 %
 
 
 
 
Other expense, net
 
0.2
%
 
0.4
 %
 
 
 
 
Income tax expense
 
0.7
%
 
2.5
 %
 
 
 
 
Net loss attributable to noncontrolling interest
 
—
%
 
(0.1
)%
 
 
 
 
Net income attributable to Methode Electronics, Inc.
 
10.4
%
 
18.0
 %
 
 
 
 
 
Net Sales.  Consolidated net sales increased $61.1 million, or 47.1%, to $190.9 million for the three months ended October 26, 2013, from $129.8 million for the three months ended October 27, 2012.  The Automotive segment net sales increased $45.9 million, or 57.2%, to $126.1 million for the second quarter of fiscal 2014, from $80.2 million for the second quarter of fiscal 2013 primarily related to the GM Center Console program, which launched in the first quarter of fiscal 2014, and increased sales volumes for steering-angle sensors, and visible and hidden switch product lines.  The Interconnect segment net sales increased $10.3 million, or 30.9%, to $43.6 million for the second quarter of fiscal 2014, compared to $33.3 million for the second quarter of fiscal 2013, primarily due to higher sales volumes in appliance and data products.  The Power Products segment net sales increased $6.2 million, or 49.6%, to $18.7 million for the second quarter of fiscal 2014, compared to $12.5 million for the second quarter of fiscal 2013, primarily due to higher sales volumes for cabling and busbar products.  The Other segment net sales decreased $1.5 million, or 39.5%, to $2.3 million for the second quarter of fiscal 2014, as compared to $3.8 million for the second quarter of fiscal 2013, primarily due to lower sales volumes for our torque-sensing products.  Translation of foreign operations net sales for the three months ended October 26, 2013 increased reported net sales by $1.9 million or 1.0% due to average currency rate fluctuations in the second quarter of fiscal 2014, compared to the second quarter of fiscal 2013, primarily due to the strengthening of the Euro compared to the U.S. dollar.
 

18
Table of Contents

Cost of Products Sold.  Consolidated cost of products sold increased $42.0 million, or 39.1%, to $149.5 million for the three months ended October 26, 2013, compared to $107.5 million for the three months ended October 27, 2012.  Consolidated cost of products sold as a percentage of sales was 78.3% for the second quarter of fiscal 2014, compared to 82.8% for the second quarter of fiscal 2013.  The Automotive segment experienced a decrease in cost of goods sold as a percentage of sales due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding operation into our manufacturing processes. The Interconnect segment experienced a slight decrease in cost of products sold as a percentage of sales primarily due to manufacturing efficiencies related to higher sales volumes for our appliance products. The Power Products segment experienced a decrease in cost of products sold as a percentage of sales primarily due to lower development costs, favorable commodity pricing for raw materials and favorable product sales mix.
 
Gross Profit.  Consolidated gross profit increased $19.1 million, or 85.7%, to $41.4 million for the three months ended October 26, 2013, as compared to $22.3 million for the three months ended October 27, 2012.  Gross margins as a percentage of net sales increased to 21.7% for the three months ended October 26, 2013, compared to 17.2% for the three months ended October 27, 2012.  The increase is primarily due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding facility in our manufacturing process in the Automotive segment. The Interconnect segment experienced a slight increase in gross margins as a percentage of sales primarily due to higher sales volumes for our appliance products. The Power Products segment experienced an increase in gross margins as a percentage of sales primarily due to favorable commodity pricing for raw materials and favorable product sales mix.
 
Selling and Administrative Expenses.  Selling and administrative expenses increased by $4.5 million, or 29.6%, to $19.7 million for the three months ended October 26, 2013, compared to $15.2 million for the three months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales decreased to 10.3% for the three months ended October 26, 2013 from 11.7% for the three months ended October 27, 2012. The decrease is primarily due to higher sales volumes. The selling and administrative expenses in the second quarter of fiscal 2013 benefitted from a $1.1 million reversal of various accruals related to a customer bankruptcy. In the second quarter of fiscal 2014, performance-based compensation expense increased $2.7 million, primarily related to increased sales and net income levels, excluding the income from settlement from the fiscal 2013 results. In addition, expenses for marketing, travel and legal expenses increased $0.7 million.
 
Income From Settlement. In September 2012, the Company and various Delphi parties settled all Delphi related litigation matters. In addition to resolving all claims between the parties, the Company assigned certain patents to Delphi and entered into a non-compete agreement with respect to the related technology. In exchange, the Company received a payment of $20.0 million, half of which was paid in October 2012 and the other half was paid in January 2013. The Company recorded the entire gain in the second quarter of fiscal 2013, in the income from settlement section of our consolidated statement of operations.

Interest Expense, Net.  Interest expense, net was flat at $0.1 million for both the three months ended October 26, 2013 and October 27, 2012.

Other Expense, Net. Other expense, net decreased $0.1 million, to $0.4 million for the three months ended October 26, 2013, compared to $0.5 million for the three months ended October 27, 2012. All amounts for both the second quarter of fiscal 2014 and fiscal 2013, relate to currency rate fluctuations. The functional currencies of these operations are the British pound, Chinese yuan, Euro, Indian Rupee, Mexican peso, Singapore dollar and Swiss Franc. Some foreign operations have transactions denominated in currencies other than their functional currencies, primarily sales in U.S. dollars and Euros, creating exchange rate sensitivities.

Income Tax Expense.  Income tax expense decreased $1.8 million, or 56.3%, to $1.4 million for the three months ended October 26, 2013, compared to $3.2 million for the three months ended October 27, 2012.  The income tax expense for both the second quarter of fiscal 2014 and fiscal 2013 relates to income taxes on foreign profits.
 
Net Income Attributable to Methode Electronics, Inc.  Net income attributable to Methode Electronics, Inc. decreased $3.6 million, or 15.4%, to $19.8 million for the three months ended October 26, 2013, compared to $23.4 million for the three months ended October 27, 2012. The fiscal 2014 second quarter benefitted from the GM Center Console Program, higher sales volumes and manufacturing efficiencies. The fiscal 2013 second quarter benefitted from the $20.0 million settlement and the $1.1 million reversal of various accruals related to a customer bankruptcy.


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Table of Contents

Operating Segments
 
Automotive Segment Results
 
Below is a table summarizing results for the three months ended:
($ in millions)
(“N/M” equals not meaningful) 
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
126.1

 
$
80.2

 
$
45.9

 
57.2
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
101.3

 
68.3

 
33.0

 
48.3
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
24.8

 
11.9

 
12.9

 
108.4
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
6.8

 
5.4

 
1.4

 
25.9
 %
Income from settlement
 
—

 
(20.0
)
 
20.0

 
N/M
 
 
 
 
 
 
 
 
 
Income from operations
 
$
18.0

 
$
26.5

 
$
(8.5
)
 
(32.1
)%
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
 %
 
 
 
 
Cost of products sold
 
80.3
%
 
85.2
 %
 
 
 
 
Gross margins
 
19.7
%
 
14.8
 %
 
 
 
 
Selling and administrative expenses
 
5.4
%
 
6.7
 %
 
 
 
 
Income from settlement
 
—
%
 
(24.9
)%
 
 
 
 
Income from operations
 
14.3
%
 
33.0
 %
 
 
 
 
 
Net Sales.  Automotive segment net sales increased $45.9 million, or 57.2%, to $126.1 million for the three months ended October 26, 2013, from $80.2 million for the three months ended October 27, 2012.  Net sales increased in North America $38.5 million, or 147.5%, to $64.6 million in the second quarter of fiscal 2014, compared to $26.1 million in the second quarter of fiscal 2013 primarily due to the GM Center Console Program, which launched in the first quarter of fiscal 2014, partially offset with decreased sales volumes for our Ford Center Console Program and our transmission lead-frame assembly. Net sales increased in Europe by $6.1 million, or 16.8%, to $42.5 million in the second quarter of fiscal 2014, compared to $36.4 million in the second quarter of fiscal 2013, primarily due to hidden and visible switch products as well as currency rate fluctuations. Net sales in Asia increased $1.3 million, or 7.3%, to $19.0 million in the second quarter of fiscal 2014, compared to $17.7 million in the second quarter of fiscal 2013, primarily due to increased sales volumes for our steering-angle sensor products. Translation of foreign operations net sales for the three months ended October 26, 2013 increased reported net sales by $1.9 million, or 1.5%, due to average currency rates in the second quarter of fiscal 2014, compared to the average currency rates in the second quarter of fiscal 2013, primarily due to the strengthening of the Euro as compared to the U.S. dollar.

Cost of Products Sold.  Automotive segment cost of products sold increased $33.0 million, or 48.3%, to $101.3 million for the three months ended October 26, 2013, from $68.3 million for the three months ended October 27, 2012.  The Automotive segment cost of products sold as a percentage of sales decreased to 80.3% in the second quarter of fiscal 2014, compared to 85.2% in the second quarter of fiscal 2013.  The decrease is primarily due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding operation into our manufacturing processes.
 
Gross Profit.  Automotive segment gross profit increased $12.9 million, or 108.4%, to $24.8 million for the three months ended October 26, 2013, as compared to $11.9 million for the three months ended October 27, 2012.  The Automotive segment gross margins as a percentage of net sales were 19.7% for the three months ended October 26, 2013, as compared to 14.8% for the three months ended October 27, 2012.  The increase is primarily due to increased manufacturing efficiencies

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related to the increased sales volumes and the vertical integration of our paint and decorative molding facility in our manufacturing process.
     
Selling and Administrative Expenses.  Selling and administrative expenses increased $1.4 million, or 25.9%, to $6.8 million for the three months ended October 26, 2013, compared to $5.4 million for the three months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales were 5.4% for the three months ended October 26, 2013 and 6.7% for the three months ended October 27, 2012. The selling and administrative expenses in the second quarter of fiscal 2013 benefitted from a $1.1 million reversal of various accruals related to a customer bankruptcy. Legal expenses decreased $0.3 million in the second quarter of fiscal 2014, primarily due to the settlement of the Delphi litigation in the second quarter of fiscal 2013, more than offset with higher selling and administrative expenses at our Chinese and European operations of $0.2 million and $0.3 million, respectively.

Income From Settlement. In September 2012, the Company and various Delphi parties settled all Delphi related litigation matters. In addition to resolving all claims between the parties, the Company assigned certain patents to Delphi and entered into a non-compete agreement with respect to the related technology. In exchange, the Company received a payment of $20.0 million, half of which was paid in October 2012 and the other half was paid in January 2013. The Company recorded the entire gain in the second quarter of fiscal 2013, in the income from settlement section of our consolidated statement of operations.
 
Income from Operations.  Automotive segment income from operations decreased $8.5 million, or 32.1%, to $18.0 million for the three months ended October 26, 2013, compared to $26.5 million for the three months ended October 27, 2012. The fiscal 2014 second quarter benefitted from the GM Center Console Program, higher sales volumes and manufacturing efficiencies. The fiscal 2013 second quarter benefitted from the $20.0 million settlement and the $1.1 million reversal of various accruals related to a customer bankruptcy.

Interconnect Segment Results
 
Below is a table summarizing results for the three months ended:
($ in millions)
 
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
43.6

 
$
33.3

 
$
10.3

 
30.9
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
32.4

 
24.8

 
7.6

 
30.6
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
11.2

 
8.5

 
2.7

 
31.8
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
4.3

 
4.4

 
(0.1
)
 
(2.3
)%
 
 
 
 
 
 
 
 
 
Income from operations
 
$
6.9

 
$
4.1

 
$
2.8

 
68.3
 %
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
%
 
 
 
 
Cost of products sold
 
74.3
%
 
74.5
%
 
 
 
 
Gross margins
 
25.7
%
 
25.5
%
 
 
 
 
Selling and administrative expenses
 
9.9
%
 
13.2
%
 
 
 
 
Income from operations
 
15.8
%
 
12.3
%
 
 
 
 
 
Net Sales.  Interconnect segment net sales increased $10.3 million, or 30.9%, to $43.6 million for the three months ended October 26, 2013, from $33.3 million for the three months ended October 27, 2012.  Net sales increased in North America by $10.9 million, or 45.0%, to $35.1 million in the second quarter of fiscal 2014, compared to $24.2 million in the second quarter of fiscal 2013, primarily due to stronger sales volumes for our appliance, data solutions and radio remote control

21
Table of Contents

products. Net sales in Europe decreased $0.8 million, or 13.6%, to $5.1 million in the second quarter of fiscal 2014, compared to $5.9 million in the second quarter of fiscal 2013, primarily due to lower radio remote control and sensor sales volumes. Net sales in Asia increased $0.2 million, or 6.2%, to $3.4 million in the second quarter of fiscal 2014, compared to $3.2 million in the second quarter of fiscal 2013, primarily due to higher radio remote control sales, partially offset with lower sales volumes from certain legacy products resulting from the planned exit of a product line.
 
Cost of Products Sold.  Interconnect segment cost of products sold increased $7.6 million, or 30.6%, to $32.4 million for the three months ended October 26, 2013, compared to $24.8 million for the three months ended October 27, 2012.  Interconnect segment cost of products sold as a percentage of net sales decreased slightly to 74.3% for the three months ended October 26, 2013, compared to 74.5% for the three months ended October 27, 2012.  The decrease in cost of products sold as a percentage of sales is primarily due to manufacturing efficiencies related to higher sales volumes for our appliance products.

Gross Profit.  Interconnect segment gross profit increased $2.7 million, or 31.8%, to $11.2 million for the three months ended October 26, 2013, compared to $8.5 million for the three months ended October 27, 2012.  Gross margins as a percentage of net sales increased slightly to 25.7% for the three months ended October 26, 2013, from 25.5% for the three months ended October 27, 2012.  The increase in gross margins as a percentage of sales is primarily due to manufacturing efficiencies related to higher sales volumes for our appliance products.
 
Selling and Administrative Expenses.  Selling and administrative expenses decreased slightly by $0.1 million, or 2.3%, to $4.3 million for the three months ended October 26, 2013, compared to $4.4 million for the three months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales decreased to 9.9% for the three months ended October 26, 2013, from 13.2% for the three months ended October 27, 2012. The decrease is primarily due to higher sales volumes. 
 
Income from Operations.  Interconnect segment income from operations increased $2.8 million, or 68.3%, to $6.9 million for the three months ended October 26, 2013, compared to $4.1 million for the three months ended October 27, 2012, primarily due to higher sales volumes and slightly lower selling and administrative expenses.


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Table of Contents

Power Products Segment Results
 
Below is a table summarizing results for the three months ended:
($ in millions)
(“N/M” equals not meaningful)
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
18.7

 
$
12.5

 
$
6.2

 
49.6
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
13.8

 
11.0

 
2.8

 
25.5
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
4.9

 
1.5

 
3.4

 
226.7
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
1.3

 
1.8

 
(0.5
)
 
(27.8
)%
 
 
 
 
 
 
 
 
 
Income/(loss) from operations
 
$
3.6

 
$
(0.3
)
 
$
3.9

 
N/M

 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
 %
 
 
 
 
Cost of products sold
 
73.8
%
 
88.0
 %
 
 
 
 
Gross margins
 
26.2
%
 
12.0
 %
 
 
 
 
Selling and administrative expenses
 
7.0
%
 
14.4
 %
 
 
 
 
Income/(loss) from operations
 
19.3
%
 
(2.4
)%
 
 
 
 
 
Net Sales.  Power Products segment net sales increased $6.2 million, or 49.6%, to $18.7 million for the three months ended October 26, 2013, compared to $12.5 million for the three months ended October 27, 2012.  Net sales increased in North America by $2.4 million, or 28.6%, to $10.8 million in the second quarter of fiscal 2014, compared to $8.4 million in the second quarter of fiscal 2013, primarily due to higher sales volumes for our cabling and busbar products, partially offset by lower sales volumes for our heat sink products. Net sales in Europe increased $2.8 million, or 560.0%, to $3.3 million in the second quarter of fiscal 2014, compared to $0.5 million in the second quarter of fiscal 2012, due to sales of a by-pass switch for a substation and busbars for electric vehicles. Net sales in Asia increased $1.0 million, or 27.8%, to $4.6 million in the second quarter of fiscal 2014, compared to $3.6 million in the second quarter of fiscal 2013, primarily due to increased sales volumes of busbar and cabling assemblies.
 
Cost of Products Sold.  Power Products segment cost of products sold increased $2.8 million, or 25.5%, to $13.8 million for the three months ended October 26, 2013, compared to $11.0 million for the three months ended October 27, 2012.  The Power Products segment cost of products sold as a percentage of sales decreased to 73.8% for the three months ended October 26, 2013, from 88.0% for the three months ended October 27, 2012.  The decrease in cost of products sold as a percentage of sales is primarily due to higher sales volumes, lower product development costs, favorable commodity pricing for raw materials and favorable product sales mix.

Gross Profit.  Power Products segment gross profit increased $3.4 million, or 226.7%, to $4.9 million in the second quarter of fiscal 2014, compared to $1.5 million in the second quarter of fiscal 2013.  Gross margins as a percentage of net sales increased to 26.2% for the three months ended October 26, 2013 from 12.0% for the three months ended October 27, 2012. The increase in gross margins is primarily due to higher sales volumes, lower product development costs, favorable commodity pricing for raw materials and favorable product sales mix.

Selling and Administrative Expenses.  Selling and administrative expenses decreased $0.5 million, or 27.8%, to $1.3 million for the three months ended October 26, 2013, compared to $1.8 million for the three months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales decreased to 7.0% for the three months ended October 26, 2013 from 14.4% for the three months ended October 27, 2012. Selling and administrative expenses decreased due to lower commission and bonus expense in North America.
 

23
Table of Contents

Income/(Loss) From Operations.  Power Products segment income/(loss) from operations increased $3.9 million, to income of $3.6 million for the three months ended October 26, 2013, compared to a loss of $0.3 million for the three months ended October 27, 2012, due to higher sales, favorable commodity pricing for raw materials, favorable product mix and lower selling and administrative expenses. 

Other Segment Results
 
Below is a table summarizing results for the three months ended:
($ in millions)
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
2.3

 
$
3.8

 
$
(1.5
)
 
(39.5
)%
 
 
 
 
 
 
 
 
 
Cost of products sold
 
2.0

 
2.6

 
(0.6
)
 
(23.1
)%
 
 
 
 
 
 
 
 
 
Gross profit
 
0.3

 
1.2

 
(0.9
)
 
(75.0
)%
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
0.6

 
0.6

 
—

 
—
 %
 
 
 
 
 
 
 
 
 
Income/(loss) from operations
 
$
(0.3
)
 
$
0.6

 
$
(0.9
)
 
N/M

 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
 %
 
100.0
%
 
 
 
 
Cost of products sold
 
87.0
 %
 
68.4
%
 
 
 
 
Gross margins
 
13.0
 %
 
31.6
%
 
 
 
 
Selling and administrative expenses
 
26.1
 %
 
15.8
%
 
 
 
 
Income/(loss) from operations
 
(13.0
)%
 
15.8
%
 
 
 
 
 
Net Sales.  The Other segment net sales decreased $1.5 million, or 39.5%, to $2.3 million for the three months ended October 26, 2013, compared to $3.8 million for the three months ended October 27, 2012.  Net sales from our torque-sensing business decreased 65.3% in the second quarter of fiscal 2014, compared to the second quarter of fiscal 2013, primarily due to the planned exit of certain product lines and lower demand in the e-bike and motorcycle markets.  Net sales from our testing facilities decreased 6.6%, primarily due to lower vibration shock testing sales in the second quarter of fiscal 2014, compared to the second quarter of fiscal 2013.
 
Cost of Products Sold.  Other segment cost of products sold decreased $0.6 million to $2.0 million for the three months ended October 26, 2013, compared to $2.6 million for the three months ended October 27, 2012. Cost of products sold as a percentage of sales increased to 87.0% in the second quarter of fiscal 2014, compared to 68.4% in the second quarter of fiscal 2013. The increase in cost of products sold as a percentage of sales is primarily due to manufacturing inefficiencies as a result of lower sales volumes in our torque-sensing business. In addition, our torque sensing business experienced additional manufacturing inefficiencies due to a move of production from our North American facility to our Malta facility, which occurred during the second quarter of fiscal 2014.

Gross Profit.  The Other segment gross profit decreased $0.9 million, or 75.0%, to $0.3 million for the three months ended October 26, 2013, compared to $1.2 million for the three months ended October 27, 2012.  The gross margins as a percentage of sales decreased to 13.0% for the three months ended October 26, 2013, compared to 31.6% for the three months ended October 27, 2012. The decrease in gross margins as a percentage of sales is primarily due to efficiencies caused by significantly lower sales volumes and the move of production from North America to Malta.
 
Selling and Administrative Expenses.  Selling and administrative expenses were flat at $0.6 million for both the three months ended October 26, 2013 and three months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales increased to 26.1% for the three months ended October 26, 2013, from 15.8% for the three months ended October 27, 2012.

24
Table of Contents

 
Income/(Loss) From Operations  The Other segment income/(loss) from operations decreased $0.9 million, to a loss of $0.3 million for the three months ended October 26, 2013, compared to income of $0.6 million for the three months ended October 27, 2012.  The decrease was primarily due to significantly lower sales volumes and production inefficiencies as a result of the planned move of production from North America to Malta.

Results of Operations for the Six Months Ended October 26, 2013 as Compared to the Six Months Ended October 27, 2012
 
Consolidated Results
 
Below is a table summarizing results for the six months ended:
($ in millions)
(“N/M” equals not meaningful) 
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
358.2

 
$
248.5

 
$
109.7

 
44.1
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
282.8

 
204.7

 
78.1

 
38.2
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
75.4

 
43.8

 
31.6

 
72.1
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
38.6

 
32.5

 
6.1

 
18.8
 %
Income from settlement
 
—

 
(20.0
)
 
20.0

 
N/M

Interest expense, net
 
0.2

 
—

 
0.2

 
N/M

Other expense, net
 
0.5

 
0.5

 
—

 
—
 %
Income tax expense
 
2.7

 
3.7

 
(1.0
)
 
(27.0
)%
Net loss attributable to noncontrolling interest
 
—

 
(0.1
)
 
0.1

 
N/M

Net income attributable to Methode Electronics, Inc.
 
$
33.4

 
$
27.2

 
$
6.2

 
22.8
 %
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
 %
 
 
 
 
Cost of products sold
 
79.0
%
 
82.4
 %
 
 
 
 
Gross margins
 
21.0
%
 
17.6
 %
 
 
 
 
Selling and administrative expenses
 
10.8
%
 
13.1
 %
 
 
 
 
Income from settlement
 
—
%
 
(8.0
)%
 
 
 
 
Interest expense, net
 
0.1
%
 
—
 %
 
 
 
 
Other expense, net
 
0.1
%
 
0.2
 %
 
 
 
 
Income tax expense
 
0.8
%
 
1.5
 %
 
 
 
 
Net loss attributable to noncontrolling interest
 
—
%
 
—
 %
 
 
 
 
Net income attributable to Methode Electronics, Inc.
 
9.3
%
 
10.9
 %
 
 
 
 
 
Net Sales.  Consolidated net sales increased $109.7 million, or 44.1%, to $358.2 million for the six months ended October 26, 2013, from $248.5 million for the six months ended October 27, 2012.  The Automotive segment net sales increased $78.4 million, or 51.9%, to $229.6 million for the first half of fiscal 2014, from $151.2 million for the first half of fiscal 2013, primarily related to the GM Center Console Program, which launched in the first quarter of fiscal 2014, higher sales volumes for steering-angle sensor, and visible and hidden switch product lines. The Interconnect segment net sales increased $22.3 million, or 34.3%, to $87.3 million for the first half of fiscal 2014, compared to $65.0 million for the first half of fiscal 2013, primarily due to higher sales volumes in appliance and data products.  The Power Products segment net sales increased $11.5 million, or 46.7%, to $36.1 million for the first half of fiscal 2014, compared to $24.6 million for the first half of fiscal 2013, primarily due to higher sales volumes for cabling and busbar products.  The Other segment net sales decreased $2.7 million, or 35.1%, to $5.0 million for the first half of fiscal 2014, as compared to $7.7 million for the first half of fiscal

25
Table of Contents

2013, primarily due to lower sales volumes for our torque-sensing products.  Translation of foreign operations net sales for the six months ended October 26, 2013 increased reported net sales by $3.0 million or 0.8% due to average currency rate fluctuations in the first half of fiscal 2014, compared to the first half of fiscal 2013, primarily due to the strengthening of the Euro compared to the U.S. dollar.
 
Cost of Products Sold.  Consolidated cost of products sold increased $78.1 million, or 38.2%, to $282.8 million for the six months ended October 26, 2013, compared to $204.7 million for the six months ended October 27, 2012.  Consolidated cost of products sold as a percentage of sales was 79.0% for the first half of fiscal 2014, compared to 82.4% for the first half of fiscal 2013.  The Automotive segment experienced a decrease in cost of goods sold as a percentage of sales due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding operation into our manufacturing processes. The Interconnect segment experienced an increase in cost of products sold as a percentage of sales primarily due to manufacturing inefficiencies related to lower sales volumes for our European sensor products. The Power Products segment experienced a decrease in cost of products sold as a percentage of sales primarily due to lower development costs, favorable commodity pricing for raw materials and favorable product sales mix.
 
Gross Profit.  Consolidated gross profit increased $31.6 million, or 72.1%, to $75.4 million for the six months ended October 26, 2013, as compared to $43.8 million for the six months ended October 27, 2012.  Gross margins as a percentage of net sales increased to 21.0% for the six months ended October 26, 2013, compared to 17.6% for the six months ended October 27, 2012.  The increase is primarily due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding facility in our manufacturing process in the Automotive segment. The Interconnect segment experienced an decrease in gross margins as a percentage of sales primarily due to manufacturing inefficiencies related to lower sales volumes for our European sensor products. The Power Products segment experienced an increase in gross margins as a percentage of sales primarily due to favorable commodity pricing for raw materials and favorable product sales mix.
 
Selling and Administrative Expenses.  Selling and administrative expenses increased by $6.1 million, or 18.8%, to $38.6 million for the six months ended October 26, 2013, compared to $32.5 million for the six months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales decreased to 10.8% for the six months ended October 26, 2013 from 13.1% for the six months ended October 27, 2012. The decrease is primarily due to higher sales volumes. The selling and administrative expenses in the first half of fiscal 2013 benefitted from a $1.1 million reversal of various accruals related to a customer bankruptcy. In the first half of fiscal 2014, performance-based compensation expense increased $4.4 million, primarily related to increased sales and net income levels. In addition, other general expenses for marketing, travel, stock award and intangible asset amortization increased $1.4 million, partially offset by lower legal expenses of $0.8 million.
 
Income From Settlement. In September 2012, the Company and various Delphi parties settled all Delphi related litigation matters. In addition to resolving all claims between the parties, the Company assigned certain patents to Delphi and entered into a non-compete agreement with respect to the related technology. In exchange, the Company received a payment of $20.0 million, half of which was paid in October 2012 and the other half was paid in January 2013. The Company recorded the entire gain in the second quarter of fiscal 2013, in the income from settlement section of our consolidated statement of operations.

Interest Expense, Net.  Interest expense, net increased to $0.2 million for the six months ended October 26, 2013, compared to break-even for the six months ended October 27, 2012.

Other Expense, Net. Other expense, net was constant at $0.5 million for both the six months ended October 26, 2013 and October 27, 2012. All amounts for both the six months ended October 26, 2013 and October 27, 2012 relate to currency rate fluctuations. The functional currencies of these operations are the British pound, Chinese yuan, Euro, Indian Rupee, Mexican peso, Singapore dollar and Swiss Franc. Some foreign operations have transactions denominated in currencies other than their functional currencies, primarily sales in U.S. dollars and Euros, creating exchange rate sensitivities.

Income Tax Expense.  Income tax expense decreased $1.0 million, or 27.0%, to $2.7 million for the six months ended October 26, 2013, compared to $3.7 million for the six months ended October 27, 2012.  The income tax expense for both the first half of fiscal 2014 and the first half of fiscal 2013 relates to income taxes on foreign profits.
 
Net Income Attributable to Methode Electronics, Inc.  Net income attributable to Methode Electronics, Inc. increased $6.2 million, or 22.8%, to $33.4 million for the six months ended October 26, 2013, compared to $27.2 million for the six months ended October 27, 2012. The six months ended October 27, 2013 benefitted from the GM Center Console Program launch, higher sales volumes, realized manufacturing efficiencies related to the increased sales volumes and the vertical

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integration of our paint and decorative molding facility in our manufacturing process. The six months ended October 27, 2012 benefitted from the $20.0 million settlement and the $1.1 million reversal of various accruals related to a customer bankruptcy.

Operating Segments
 
Automotive Segment Results
 
Below is a table summarizing results for the six months ended:
($ in millions)
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
229.6

 
$
151.2

 
$
78.4

 
51.9
%
 
 
 
 
 
 
 
 
 
Cost of products sold
 
186.2

 
129.9

 
56.3

 
43.3
%
 
 
 
 
 
 
 
 
 
Gross profit
 
43.4

 
21.3

 
22.1

 
103.8
%
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
13.0

 
12.2

 
0.8

 
6.6
%
Income from settlement
 
—

 
(20.0
)
 
20.0

 
N/M

 
 
 
 
 
 
 
 
 
Income from operations
 
$
30.4

 
$
29.1

 
$
1.3

 
4.5
%
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
 %
 
 
 
 
Cost of products sold
 
81.1
%
 
85.9
 %
 
 
 
 
Gross margins
 
18.9
%
 
14.1
 %
 
 
 
 
Selling and administrative expenses
 
5.7
%
 
8.1
 %
 
 
 
 
Income from settlement
 
—
%
 
(13.2
)%
 
 
 
 
Income from operations
 
13.2
%
 
19.2
 %
 
 
 
 
 
Net Sales.  Automotive segment net sales increased $78.4 million, or 51.9%, to $229.6 million for the six months ended October 26, 2013, from $151.2 million for the six months ended October 27, 2012.  Net sales increased in North America by $59.4 million, or 117.4%, to $110.0 million in the first half of fiscal 2014, compared to $50.6 million in the first half of fiscal 2013 related to the GM Center Console Program, which launched during the first quarter of fiscal 2014 and increased sales volumes for our transmission lead-frame assembly.  Net sales increased in Europe by $14.0 million, or 21.4%, to $79.4 million in the first half of fiscal 2014, compared to $65.4 million in the first half of fiscal 2013, primarily due to hidden and visible switch products as well as currency rate fluctuations. Net sales in Asia increased $5.0 million, or 14.2%, to $40.2 million in the first half of fiscal 2014, compared to $35.2 million in the first half of fiscal 2013, primarily due to increased sales volumes for our steering-angle sensor and transmission lead-frame assembly products. Translation of foreign operations net sales for the six months ended October 26, 2013 increased reported net sales by $2.9 million, or 1.3%, due to average currency rates in the first half of fiscal 2014, compared to the average currency rates in the first half of fiscal 2013, primarily due to the strengthening of the Euro as compared to the U.S. dollar.

Cost of Products Sold.  Automotive segment cost of products sold increased $56.3 million, or 43.3%, to $186.2 million for the six months ended October 26, 2013, from $129.9 million for the six months ended October 27, 2012.  The Automotive segment cost of products sold as a percentage of sales decreased to 81.1% in the first half of fiscal 2014, compared to 85.9% in the first half of fiscal 2013.  The decrease is primarily due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding operation into our manufacturing processes.
 
Gross Profit.  Automotive segment gross profit increased $22.1 million, or 103.8%, to $43.4 million for the six months ended October 26, 2013, as compared to $21.3 million for the six months ended October 27, 2012.  The Automotive segment gross margins as a percentage of net sales were 18.9% for the six months ended October 26, 2013, as compared to 14.1% for the six months ended October 27, 2012.  The increase is primarily due to increased manufacturing efficiencies related to the increased sales volumes and the vertical integration of our paint and decorative molding facility in our manufacturing process.

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Selling and Administrative Expenses.  Selling and administrative expenses increased $0.8 million, or 6.6%, to $13.0 million for the six months ended October 26, 2013, compared to $12.2 million for the six months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales were 5.7% for the six months ended October 26, 2013 and 8.1% for the six months ended October 27, 2012. The selling and administrative expenses in the first half of fiscal 2013 benefitted from a $1.1 million reversal of various accruals related to a customer bankruptcy. Legal expenses decreased $1.0 million due to the settlement of the Delphi litigation in the second quarter of fiscal 2013, partially offset with higher selling and administrative expenses at our China and European operation of $0.2 million and $0.3 million, respectively and $0.2 million of severance costs at our North American automotive operation.
 
Income From Settlement. In September 2012, the Company and various Delphi parties settled all Delphi related litigation matters. In addition to resolving all claims between the parties, the Company assigned certain patents to Delphi and entered into a non-compete agreement with respect to the related technology. In exchange, the Company received a payment of $20.0 million, half of which was paid in October 2012 and the other half was paid in January 2013. The Company recorded the entire gain in the second quarter of fiscal 2013, in the income from settlement section of our consolidated statement of operations.

Income from Operations.  Automotive segment income from operations increased $1.3 million, or 4.5%, to $30.4 million for the six months ended October 26, 2013, compared to $29.1 million for the six months ended October 27, 2012. The six months ended October 26, 2013 benefitted from the GM Center Console Program, higher sales volumes and manufacturing efficiencies. The six months ended October 27, 2012 benefitted from the $20.0 million settlement and the $1.1 million reversal of various accruals related to a customer bankruptcy.
 
Interconnect Segment Results
 
Below is a table summarizing results for the six months ended:
($ in millions)
 
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
87.3

 
$
65.0

 
$
22.3

 
34.3
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
64.4

 
47.1

 
17.3

 
36.7
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
22.9

 
17.9

 
5.0

 
27.9
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
8.6

 
8.8

 
(0.2
)
 
(2.3
)%
 
 
 
 
 
 
 
 
 
Income from operations
 
$
14.3

 
$
9.1

 
$
5.2

 
57.1
 %
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
%
 
 
 
 
Cost of products sold
 
73.8
%
 
72.5
%
 
 
 
 
Gross margins
 
26.2
%
 
27.5
%
 
 
 
 
Selling and administrative expenses
 
9.9
%
 
13.5
%
 
 
 
 
Income from operations
 
16.4
%
 
14.0
%
 
 
 
 
 
Net Sales.  Interconnect segment net sales increased $22.3 million, or 34.3%, to $87.3 million for the six months ended October 26, 2013, from $65.0 million for the six months ended October 27, 2012.  Net sales increased in North America by $23.1 million, or 50.1%, to $69.2 million in the first half of fiscal 2014, compared to $46.1 million in the first half of fiscal 2013, primarily due to stronger sales volumes for our appliance, data solutions and radio remote control products. Net sales in Europe decreased $0.2 million, or 1.7%, to $11.5 million in the first half of fiscal 2014, compared to $11.7 million in the first half of fiscal 2013, primarily due to lower sensor sales volumes. Net sales in Asia decreased $0.6 million, or 8.3%, to $6.6 million in the first half of fiscal 2014, compared to $7.2 million in the first half of fiscal 2013, primarily due to lower sales from certain legacy products resulting from the planned exit of a product line.

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Cost of Products Sold.  Interconnect segment cost of products sold increased 17.3 million, or 36.7%, to $64.4 million for the six months ended October 26, 2013, compared to $47.1 million for the six months ended October 27, 2012.  Interconnect segment cost of products sold as a percentage of net sales increased to 73.8% for the six months ended October 26, 2013, compared to 72.5% for the six months ended October 27, 2012.  The increase in cost of products sold as a percentage of sales is primarily due to lower sales volumes for our European sensor products.

Gross Profit.  Interconnect segment gross profit increased $5.0 million, or 27.9%, to $22.9 million for the six months ended October 26, 2013, compared to $17.9 million for the six months ended October 27, 2012.  Gross margins as a percentage of net sales decreased to 26.2% for the six months ended October 26, 2013, from 27.5% for the six months ended October 27, 2012.  The decrease in gross margins is primarily due to lower sales volumes for our European sensor products.
 
Selling and Administrative Expenses.  Selling and administrative expenses decreased $0.2 million, or 2.3%, to $8.6 million for the six months ended October 26, 2013, compared to $8.8 million for the six months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales decreased to 9.9% for the six months ended October 26, 2013, from 13.5% for the six months ended October 27, 2012. The decrease is primarily due to lower commission expense.
 
Income from Operations.  Interconnect segment income from operations increased $5.2 million, or 57.1%, to $14.3 million for the six months ended October 26, 2013, compared to $9.1 million for the six months ended October 27, 2012, primarily due to higher sales volumes and slightly lower selling and administrative expenses.

Power Products Segment Results
 
Below is a table summarizing results for the six months ended:
($ in millions)
 
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
36.1

 
$
24.6

 
$
11.5

 
46.7
 %
 
 
 
 
 
 
 
 
 
Cost of products sold
 
27.4

 
21.1

 
6.3

 
29.9
 %
 
 
 
 
 
 
 
 
 
Gross profit
 
8.7

 
3.5

 
5.2

 
148.6
 %
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
2.7

 
3.5

 
(0.8
)
 
(22.9
)%
 
 
 
 
 
 
 
 
 
Income from operations
 
$
6.0

 
$
—

 
$
6.0

 
N/M

 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
%
 
100.0
%
 
 
 
 
Cost of products sold
 
75.9
%
 
85.8
%
 
 
 
 
Gross margins
 
24.1
%
 
14.2
%
 
 
 
 
Selling and administrative expenses
 
7.5
%
 
14.2
%
 
 
 
 
Income from operations
 
16.6
%
 
—
%
 
 
 
 
 
Net Sales.  Power Products segment net sales increased $11.5 million, or 46.7%, to $36.1 million for the six months ended October 26, 2013, compared to $24.6 million for the six months ended October 27, 2012.  Net sales increased in North America by $4.0 million, or 24.5%, to $20.3 million in the first half of fiscal 2014, compared to $16.3 million in the first half of fiscal 2013, primarily due to higher sales volumes for our cabling and busbar products, partially offset by lower sales volumes for our heat sink products. Net sales in Europe increased $5.3 million, or 588.9%, to $6.2 million in the first half of fiscal 2014, compared to $0.9 million in the first half of fiscal 2012, due to launches of a by-pass switch for a substation and busbars for electric vehicles, both of which launched in the second half of fiscal 2013. Net sales in Asia increased $2.2 million, or 29.7%, to $9.6 million in the first half of fiscal 2014, compared to $7.4 million in the first half of fiscal 2013, primarily due to increased sales volumes of busbar and cabling assemblies.
 

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Cost of Products Sold.  Power Products segment cost of products sold increased $6.3 million, or 29.9%, to $27.4 million for the six months ended October 26, 2013, compared to $21.1 million for the six months ended October 27, 2012.  The Power Products segment cost of products sold as a percentage of sales decreased to 75.9% for the six months ended October 26, 2013, from 85.8% for the six months ended October 27, 2012.  The decrease in cost of products sold as a percentage of sales is primarily due to higher sales volumes, favorable commodity pricing for raw materials and favorable product sales mix.

Gross Profit.  Power Products segment gross profit increased $5.2 million, or 148.6%, to $8.7 million in the first half of fiscal 2014, compared to $3.5 million in the first half of fiscal 2013.  Gross margins as a percentage of net sales increased to 24.1% for the six months ended October 26, 2013 from 14.2% for the six months ended October 27, 2012. The increase in gross margins is primarily due to favorable commodity pricing for raw materials and favorable product sales mix.

Selling and Administrative Expenses.  Selling and administrative expenses decreased $0.8 million, or 22.9%, to $2.7 million for the six months ended October 26, 2013, compared to $3.5 million for the six months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales decreased to 7.5% for the six months ended October 26, 2013 from 14.2% for the six months ended October 27, 2012. Selling and administrative expenses decreased due to lower commission and bonus expense in North America.
 
Income From Operations.  Power Products segment income from operations increased $6.0 million, to $6.0 million for the six months ended October 26, 2013, compared to break-even for the six months ended October 27, 2012, due to higher sales, favorable commodity pricing for raw materials, favorable product sales mix and lower selling and administrative expenses. 

Other Segment Results
 
Below is a table summarizing results for the six months ended:
($ in millions)
 
 
October 26,
2013
 
October 27,
2012
 
Net Change
 
Net Change
Net sales
 
$
5.0

 
$
7.7

 
$
(2.7
)
 
(35.1
)%
 
 
 
 
 
 
 
 
 
Cost of products sold
 
3.9

 
5.0

 
(1.1
)
 
(22.0
)%
 
 
 
 
 
 
 
 
 
Gross profit
 
1.1

 
2.7

 
(1.6
)
 
(59.3
)%
 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
1.2

 
1.2

 
—

 
—
 %
 
 
 
 
 
 
 
 
 
Income/(loss) from operations
 
$
(0.1
)
 
$
1.5

 
$
(1.6
)
 
(106.7
)%
 
 
 
 
 
 
 
 
 
Percent of sales:
 
October 26,
2013
 
October 27,
2012
 
 
 
 
Net sales
 
100.0
 %
 
100.0
%
 
 
 
 
Cost of products sold
 
78.0
 %
 
64.9
%
 
 
 
 
Gross margins
 
22.0
 %
 
35.1
%
 
 
 
 
Selling and administrative expenses
 
24.0
 %
 
15.6
%
 
 
 
 
Income/(loss) from operations
 
(2.0
)%
 
19.5
%
 
 
 
 
 
Net Sales.  The Other segment net sales decreased $2.7 million, or 35.1%, to $5.0 million for the six months ended October 26, 2013, compared to $7.7 million for the six months ended October 27, 2012.  Net sales from our torque-sensing business decreased 62.6% in the first half of fiscal 2014, compared to the first half of fiscal 2013, primarily due to the planned exit of certain product lines and lower demand in the e-bike and motorcycle markets.  Net sales from our testing facilities increased 3.1% in the first half of fiscal 2014, compared to the first half of fiscal 2013.
 
Cost of Products Sold.  Other segment cost of products sold decreased $1.1 million, or 22.0%, to $3.9 million for the six months ended October 26, 2013, compared to $5.0 million for the six months ended October 27, 2012. Cost of products sold as a percentage of sales increased to 78.0% in the first half of fiscal 2014, compared to 64.9% in the first half of fiscal

30
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2013. The increase in cost of products sold as a percentage of sales is primarily due to manufacturing inefficiencies as a result of lower sales volumes in our torque-sensing business. In addition, our torque sensing business experienced additional manufacturing inefficiencies due to a planned move of production from our North American facility to our Malta facility.

Gross Profit.  The Other segment gross profit decreased $1.6 million, or 59.3%, to $1.1 million for the six months ended October 26, 2013, compared to $2.7 million for the six months ended October 27, 2012.  The decrease in gross margins as a percentage of sales is primarily due to efficiencies caused by significantly lower sales volumes and the planned move of production.
 
Selling and Administrative Expenses.  Selling and administrative expenses were flat at $1.2 million for both the six months ended October 26, 2013 and the six months ended October 27, 2012.  Selling and administrative expenses as a percentage of net sales increased to 24.0% for the six months ended October 26, 2013, from 15.6% for the six months ended October 27, 2012.
 
Income/(Loss) From Operations  The Other segment income/(loss) from operations decreased $1.6 million, or 106.7%, to a loss of $0.1 million for the six months ended October 26, 2013, compared to income of $1.5 million for the six months ended October 27, 2012.  The decrease was primarily due to lower sales volumes and production inefficiencies.

Liquidity and Capital Resources
     
We believe our current world-wide cash balances together with expected future cash flows to be generated from operations and our committed credit facility will be sufficient to support current operations. Due to the shifting of operations from the U.S. to foreign locations, a significant amount of cash and expected future cash flows are located outside of the U.S. Of the $87.8 million of cash and cash equivalents, as of October 26, 2013, $81.2 million was held in subsidiaries outside the U.S. and all of this amount is deemed to be permanently reinvested and therefore not available to fund our domestic operations. We currently have $28.1 million of net operating loss carry-forwards in the U.S. which would reduce the cash tax obligation (if the carry-forward has not otherwise been used) upon any future repatriation of funds.

We are party to an Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and certain other financial institutions, which has a maturity of September 21, 2017. The credit facility is in the aggregate principal amount of $100.0 million, with an option to increase the principal amount by an additional $50.0 million, subject to customary conditions and approval of the lender(s) providing new commitment(s). The credit facility provides for variable rates of interest based on the type of borrowing and the Company's debt to EBITDA financial ratio. The Amended and Restated Credit Agreement is guaranteed by certain of our U.S. subsidiaries. At October 26, 2013, the interest rate on the credit facility was 1.5% plus LIBOR. At October 26, 2013, we were in compliance with the covenants of the agreement. During the first half of fiscal 2014, we had borrowings of $21.5 million and payments of $14.0 million, which includes interest of $0.5 million under this credit facility. As of October 26, 2013, there were outstanding balances against the credit facility of $51.5 million.  There was $48.5 million available to borrow under the credit facility as of October 26, 2013, which does not include the option to increase the principal amount.

Cash Flow Operating Activities
 
Net cash provided by operating activities increased $8.1 million to $30.8 million for the first half of fiscal 2014, compared to $22.7 million for the first half of fiscal 2013, primarily due by the increase of $6.2 million in net income, to $33.4 million in the first half of fiscal 2014, compared to $27.1 million in first half of fiscal 2013. The first half of fiscal 2013 includes the first cash payment of $10.0 million received in October 2012 related to the legal settlement. The net changes in assets and liabilities resulted in a cash use of $16.2 million in first half of fiscal 2014, compared to cash use of $14.9 million in the first half of fiscal 2013. The increased cash use in the first half of fiscal 2014 compared to the first half of fiscal 2013 is primarily driven by increased sales and overall business levels in the first half of fiscal 2014, as compared to the first half of fiscal 2013. The cash use of $14.9 million in the first half of fiscal 2013 is primarily due to the receivable recorded for the second $10.0 million payment related to the income from settlement.
 

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Table of Contents

Cash Flow Investing Activities
 
Net cash used in investing activities decreased by $8.5 million due to purchases of property, plant and equipment of $16.5 million for the six months ended October 26, 2013, compared to $23.6 million for the six months ended October 27, 2012.  Purchases for both periods primarily relate to plant expansion and equipment purchases in Europe and North America for products which launched in fiscal 2013 and the first quarter of fiscal 2014. In the first six months of fiscal 2013, we acquired the Hetronic Italy business for $1.4 million.

Cash Flow Financing Activities
 
Net cash provided by financing activities increased $12.3 million to cash provided of $5.1 million in the first six months of fiscal 2014, compared to cash used of $7.2 million for the first six months of fiscal 2013.  During the first six months of fiscal 2014, the Company had net borrowings against the credit facility of $8.0 million, compared to net repayments of $2.0 million in the first six months of fiscal 2013. We paid dividends of $5.2 million for both the first six months of fiscal 2014 and 2013. The first six months of fiscal 2014 includes $2.4 million of proceeds for the exercise of stock options.
 
Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements, other than operating leases and purchase obligations entered into in the normal course of business.

Item 3.  Quantitative And Qualitative Disclosures About Market Risk
 
Certain of our foreign operations enter into transactions in currencies other than their functional currency, primarily the U.S. dollar and the Euro.  A 10% change in foreign currency exchange rates from balance sheet date levels could impact our income before income taxes by $2.7 million as of October 26, 2013 and $2.5 million as of April 27, 2013.  We also have foreign currency exposure arising from the translation of our net equity investment in our foreign operations to U.S. dollars.  We generally view our investments in foreign operations with functional currencies other than the U.S. dollar as long-term.  The currencies to which we are exposed are the British pound, Chinese yuan, Euro, Indian Rupee, Mexican peso, Singapore dollar and Swiss franc.  A 10% change in foreign currency exchange rates from balance sheet date levels could impact our net foreign investments by $22.6 million at October 26, 2013 and $19.5 million at April 27, 2013.

We are exposed to market risk from changes in interest rates. The interest rate risk for our credit agreement, under which we had $51.5 million of net borrowings at October 26, 2013, is variable and is determined based on LIBOR. We estimate that a one percentage point change in interest rates would not have a material impact on our results of operations for fiscal 2014 based upon our current and expected levels of our debt.

 
Item 4.  Controls And Procedures
 
As of the end of the period covered by this quarterly report on Form 10-Q, we performed an evaluation under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934).  The Company’s disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s applicable rules and forms.  As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.
 
There have been no changes in our internal control over financial reporting during the quarter ended October 26, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


32
Table of Contents

PART II.         OTHER INFORMATION


Item 6.          Exhibits
 
Exhibit
Number
 
Description
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32
 
Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
101
 
Interactive Data File *
 
*    As provided in Rule 406 of Regulation S-T, this information is deemed not filed as part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, and is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under those sections.



33
Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
METHODE ELECTRONICS, INC.
 
 
 
 
 
 
 
By:
/s/ Douglas A. Koman
 
 
 
 
Douglas A. Koman
 
 
 
 
Chief Financial Officer
 
 
 
 
(principal financial officer)
 
 
 
 
Dated:
December 5, 2013
 
 


34
Table of Contents

INDEX TO EXHIBITS
 
Exhibit
Number
 
Description
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32
 
Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350
101
 
Interactive Data File *
 
*    As provided in Rule 406 of Regulation S-T, this information is deemed not filed as part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, and is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and is otherwise not subject to liability under those sections.



35