UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One) | |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended April 27, 2002 |
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or |
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o |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Commission File Number: 0-2816
Methode Electronics, Inc. 401(k) Savings Plan
Methode Electronics, Inc.
7401 West Wilson Avenue
Chicago, IL 60706-4548
FINANCIAL STATEMENTS AND EXHIBIT
Methode Electronics, Inc. 401(k) Savings Plan
Report of Independent Auditors
Statements of Net Assets Available for Benefits at April 27, 2002 and April 28, 2001
Statements of Changes in Net Assets Available for Benefits For The Years Ended April 27, 2002 and April 28, 2001
Notes to Financial Statements
Supplemental Schedule H, Line 4iSchedule of Assets (Held at End of Year)
Supplemental Schedule G, Part IIISchedule of Nonexempt Transactions
Exhibit 23Consent of Independent Auditors
Financial Statements and Supplemental Schedules
Methode Electronics, Inc. 401(k) Savings Plan
Years ended April 27, 2002 and April 28, 2001
with Report of Independent Auditors
Employer Identification Number 36-2090085
Plan #002
Methode Electronics, Inc.
401(k) Savings Plan
Financial Statements
and Supplemental Schedules
Years ended April 27, 2002 and April 28, 2001
Contents
Report of Independent Auditors | 1 | |
Financial Statements |
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Statements of Net Assets Available for Benefits |
2 |
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Statements of Changes in Net Assets Available for Benefits | 3 | |
Notes to Financial Statements | 4 | |
Supplemental Schedules |
||
Schedule H, Line 4iSchedule of Assets (Held at End of Year) |
10 |
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Schedule G, Part IIISchedule of Nonexempt Transactions | 11 |
Report of Independent Auditors
Administration Committee
Methode Electronics, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of Methode Electronics, Inc. 401(k) Savings Plan as of April 27, 2002 and April 28, 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at April 27, 2002 and April 28, 2001, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of April 27, 2002, and nonexempt transaction for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young, LLP
October 16, 2002
1
EIN 36-2090085
Plan #002
Methode Electronics, Inc.
401(k) Savings Plan
Statements of Net Assets Available for Benefits
|
April 27 2002 |
April 28 2001 |
|||||
---|---|---|---|---|---|---|---|
Assets | |||||||
Cash | $ | 101,634 | $ | 55,802 | |||
Investments: |
|||||||
Group annuity contract | 1,712,959 | 1,787,257 | |||||
Mutual funds | 16,083,321 | 16,968,074 | |||||
Common stock | 5,090,824 | 6,444,043 | |||||
Participant loans | 818,040 | 901,989 | |||||
Total investments | 23,705,144 | 26,101,363 | |||||
Participant contributions receivable |
4,504 |
|
|||||
Accrued income | | 24,796 | |||||
Liabilities |
|||||||
Net payable for pending investment purchases | 75,376 | 86,920 | |||||
Net assets available for benefits | $ | 23,735,906 | $ | 26,095,041 | |||
See notes to financial statements.
2
EIN 36-2090085
Plan #002
Methode Electronics, Inc.
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
|
Year ended |
||||||
---|---|---|---|---|---|---|---|
|
April 27 2002 |
April 28 2001 |
|||||
Additions | |||||||
Participant contributions | $ | 2,306,368 | $ | 3,152,419 | |||
Company contributions | 1,832,951 | 2,269,676 | |||||
Rollovers | 49,612 | 14,072,206 | |||||
Interest and dividends | 718,461 | 1,379,489 | |||||
4,907,392 | 20,873,790 | ||||||
Deductions |
|||||||
Participant withdrawals | 1,873,726 | 5,569,525 | |||||
Reimbursement to Plan Sponsor | 13,759 | | |||||
Transfer to Stratos Lightwave, Inc. 401(k) Savings Plan | 4,393,239 | | |||||
Net realized and unrealized depreciation in fair value of investments | 985,803 | 8,841,336 | |||||
Net (decrease) increase | (2,359,135 | ) | 6,462,929 | ||||
Net assets available for benefits: | |||||||
Beginning of year | 26,095,041 | 19,632,112 | |||||
End of year | $ | 23,735,906 | $ | 26,095,041 | |||
See notes to financial statements.
3
EIN 36-2090085
Plan #002
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements
Years ended April 27, 2002 and April 29, 2001
1. Description of the Plan
The following description of the Methode Electronics, Inc. 401(k) Savings Plan (Plan) provides only general information. Participants should refer to the Summary Plan Description (SPD) for a more complete description of the Plan's provisions. Copies of the SPD are available from the Company.
General
The Methode Electronics, Inc. 401(k) Savings Plan (the Plan), established effective January 1, 1990, is a defined-contribution plan established to provide additional retirement and other benefits for eligible employees, to enable eligible employees, through systematic savings, to accumulate funds on a tax-advantageous basis, and to provide a vehicle through which Methode Electronics, Inc. and its subsidiaries (the Company) can attract and retain qualified employees. In connection with the Company's spin off of Stratos Lightwave, Inc., affected participants of the Plan were permitted to transfer their account balances to a newly formed plan. As of May 31, 2001, account balances totaling approximately $4.4 million were transferred to the Stratos Lightwave, Inc. 401(k) Savings Plan.
Participation
Effective April 1, 2002, employees who are employed by the Company for three full calendar months will be eligible to participate in the Plan on the first day of the following calendar month. Prior to April 1, 2002, employees who were employed by the Company for at least 12 consecutive months and credited with at least 1,000 hours of service were eligible to participate in the Plan.
Contributions
Effective January 1, 2002, participants may elect to contribute a minimum of 2% of their pretax annual compensation, up to the maximum annual dollar limit allowable by the Internal Revenue Service (IRS). Prior to January 1, 2002, participants could contribute 2% to 15% of their pretax annual compensation subject to the IRS annual dollar limit.
4
The Company contributes to the Plan, on behalf of each participant, 3% of each participant's compensation for the portion of the Plan year in which the participant was a participant in the Plan.
Participants may direct contributions into various investment options offered by the Plan.
Rollovers
Effective April 29, 2000, the Methode Electronics, Inc. Employee Stock Ownership Plan (ESOP) was terminated. Employees that were participants in both the ESOP and Plan had the option of rolling their ESOP account balance into the Plan. The ESOP common stock investments were transferred to newly created common stock funds in the Plan. Approximately $13,500,000 was rolled into the Plan from the ESOP.
Participant Withdrawals
Withdrawals are permitted in the event of termination of employment, disability, death, retirement, attainment of age 591/2, or financial hardship. A financial hardship withdrawal is currently permitted by the IRS for certain authorized purposes. Such withdrawals must be approved by the Company Hardship Committee. Withdrawals prior to the attainment of age 591/2 may be subject to an additional 10% tax penalty.
Vesting
Participants are immediately vested in Company contributions, their contributions, and actual earnings (losses) thereon.
Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from 1-5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at the prime rate plus 1%. Principal and interest is paid ratable through payroll deductions.
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Participant Accounts
Each participant's account is credited with the participant's contributions and allocations of Company contributions and Plan earnings (losses). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation
The group annuity contract is valued at contract value as estimated by Hartford Life Insurance Company. Contract value represents contributions made, plus interest at the contract rate, less funds used to pay participants' benefits.
The group annuity contract had an average yield of 4.94% and 6.21% in 2002 and 2001, respectively. The crediting interest rate was 4.25% and 5.48% at April 27, 2002 and April 28, 2001, respectively. The crediting interest rate for the group annuity contract is set at the beginning of the calendar year and is periodically reviewed for adjustment. The fair value of the group annuity contract approximates contract value.
The shares of mutual funds are valued at quoted market prices which represent the net asset values of shares on the last business day of the Plan year. The fair value of common stock is determined by quoted market prices. Participant loans are stated at outstanding principal balances which approximates fair value.
Purchases and sales are recorded on a trade-date basis. Interest is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Administrative Expenses
All legal, accounting, and administrative expenses of the Plan are paid by the Company.
3. Investments
The Plan's investments (including investments purchased, sold as well as held during the year) depreciated in fair value as determined by quoted market prices as follows:
|
Year ended |
||||||
---|---|---|---|---|---|---|---|
|
April 27 2002 |
April 28 2001 |
|||||
Common Stock | $ | 195,686 | $ | (7,200,357 | ) | ||
Mutual Funds | (1,181,489 | ) | (1,640,979 | ) | |||
$ | (985,803 | ) | $ | (8,841,336 | ) | ||
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Investments that represent 5% or more of fair value of the Plan's net assets are as follows:
|
April 27 2002 |
April 28 2001 |
|||||
---|---|---|---|---|---|---|---|
Hartford Life Insurance Group Annuity Contract | $ | 1,712,959 | $ | 1,787,257 | |||
The American Funds Group: | |||||||
American Balanced Fund | 4,198,589 | 3,385,251 | |||||
American Mutual Fund | 2,874,883 | 2,739,562 | |||||
Fidelity Institutional Retirement Services Company: | |||||||
Fidelity Magellan Fund | 3,756,929 | 4,793,863 | |||||
Fidelity Growth and Income Fund | 3,395,410 | 4,176,678 | |||||
Methode Electronics, Inc., Class A Common Stock | 3,937,433 | 2,009,567 | |||||
Stratos Lightwave, Inc., Common Stock | * | 4,431,101 |
4. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of participant withdrawals per the financial statements to the Form 5500:
|
Year ended April 27 2002 |
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---|---|---|---|
Participant withdrawals per the financial statements | $ | 1,873,726 | |
Add: Amounts allocated to withdrawing participants at April 27, 2002 | | ||
Less: Amounts allocated to withdrawing participants at April 28, 2001 | 17,979 | ||
Participant withdrawals per the Form 5500 | $ | 1,855,747 | |
Amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end but not yet paid.
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5. Income Tax Status
The Plan has received a determination letter from the IRS dated September 11, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRS to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRS and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
6. Subsequent Event
Effective for the Plan year beginning April 28, 2002, the Plan year-end was changed to December 31st.
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Supplemental Schedules
EIN 36-2090085
Plan #002
Methode Electronics, Inc.
401(k) Savings Plan
Schedule H, Line 4iSchedule of Assets (Held at End of Year)
April 27, 2002
Identity of Issue |
Description of Investment |
Shares |
Contract/ Current Value |
||||
---|---|---|---|---|---|---|---|
Annuity Contract | |||||||
Hartford Life Insurance Company | Group Annuity Contract | 1,712,959 | $ | 1,712,959 | |||
Mutual Funds |
|||||||
The American Funds Group |
American Balanced Fund |
262,740 |
4,198,589 |
||||
American Mutual Fund |
118,065 |
2,874,883 |
|||||
Europacific Growth Fund |
8,245 |
225,086 |
|||||
Fidelity Institutional Retirement Services Company |
Government Money Market Fund |
677,077 |
677,077 |
||||
Magellan Fund |
39,122 |
3,756,929 |
|||||
Growth and Income Fund |
95,350 |
3,395,410 |
|||||
MFS |
MFS Investors Growth Stock Fund |
35,342 |
415,264 |
||||
Putnam |
Putnam Voyager Fund |
33,734 |
540,083 |
||||
16,083,321 | |||||||
Common Stock |
|||||||
Stratos Lightwave, Inc.* |
Stratos Lightwave, Inc. Common Stock |
417,002 |
1,150,926 |
||||
Methode Electronics, Inc.* |
Methode Electronics, Inc., Class A Common Stock |
343,281 |
3,937,433 |
||||
Methode Electronics, Inc.* |
Methode Electronics, Inc., Class B Common Stock |
212 |
2,465 |
||||
5,090,824 | |||||||
Participant loans |
Interest rates range from 5.75% to 10.5% |
818,040 |
|||||
$ | 23,705,144 | ||||||
10
EIN 36-2090085
Plan #002
Methode Electronics, Inc.
401(k) Savings Plan
Schedule G, Part IIISchedule of Nonexempt Transactions
Year ended April 27, 2002
(a) Identity of Party Involved |
(b) Relationship to Plan, Employer or Other Party in Interest |
(c) Description of Transactions |
(d) Current Value of Asset |
||||
---|---|---|---|---|---|---|---|
Methode Electronics, Inc. | Plan Sponsor | Failure to timely remit participant deferrals for the May 18, 2001 payroll period. Deferrals were deposited on October 23, 2002, and lost earnings were deposited on October 23, 2002 | $ | 4,504 |
Columns (d) through (j) are not applicable.
11
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: October 24, 2002 | By: | /s/ DOUGLAS A. KOMAN Douglas A. Koman Vice President of Corporate Finance (Principal Financial Officer) |