METHODE ELECTRONICS INC 10-Q

Item 1. Financial Statements METHODE ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in millions, except per share data) Three Months Ended July 31, 2021 August 1, 2020 Net sales $ 287.8 $ 190.9 Cost of products sold 216.1 145.8 Gross profit 71.7 45.1 Selling and administrative expenses 32.8 26.6 Amortization of intangibles 4.8 4.7 Income from operations 34.1 13.8 Interest expense, net 1.1 1.6 Other income, net ( 1.8 ) ( 3.4 ) Income before income taxes 34.8 15.6 Income tax expense (benefit) 5.7 ( 5.1 ) Net income $ 29.1 $ 20.7 Basic and diluted income per share: Basic $ 0.77 $ 0.55 Diluted $ 0.76 $ 0.54 Cash dividends per share $ 0.14 $ 0.11 See notes to condensed consolidated financial statements. 2 Table of Contents METHODE ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in millions) Three Months Ended July 31, 2021 August 1, 2020 Net income $ 29.1 $ 20.7 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ( 4.1 ) 20.3 Derivative financial instruments 0.9 ( 3.6 ) Total comprehensive income $ 25.9 $ 37.4 See notes to condensed consolidated financial statements. 3 Table of Contents METHODE ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except share and per-share data) July 31, 2021 May 1, 2021 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 207.9 $ 233.2 Accounts receivable, net 276.7 282.5 Inventories 142.4 124.2 Income taxes receivable 13.3 11.5 Prepaid expenses and other current assets 20.6 22.6 Total current assets 660.9 674.0 Long-term assets: Property, plant and equipment, net 214.6 204.0 Goodwill 235.2 235.6 Other intangible assets, net 224.1 229.4 Operating lease right-of-use assets, net 20.6 22.3 Deferred tax assets 40.2 41.2 Pre-production costs 27.8 25.0 Other long-term assets 35.6 35.5 Total long-term assets 798.1 793.0 Total assets $ 1,459.0 $ 1,467.0 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 110.8 $ 122.9 Accrued employee liabilities 24.1 33.5 Other accrued liabilities 28.7 25.0 Short-term operating lease liabilities 5.9 6.1 Short-term debt 14.8 14.9 Income tax payable 19.8 20.3 Total current liabilities 204.1 222.7 Long-term liabilities: Long-term debt 220.6 225.2 Long-term operating lease liabilities 16.1 17.5 Long-term income taxes payable 24.8 24.8 Other long-term liabilities 21.4 20.5 Deferred tax liabilities 37.7 38.3 Total long-term liabilities 320.6 326.3 Total liabilities 524.7 549.0 Shareholders' equity: Common stock, $ 0.50 par value, 100,000,000 shares authorized, 39,544,645 shares and 39,644,913 shares issued as of July 31, 2021 and May 1, 2021, respectively 19.8 19.8 Additional paid-in capital 161.2 157.6 Accumulated other comprehensive income 2.9 6.1 Treasury stock, 1,346,624 shares as of July 31, 2021 and May 1, 2021 ( 11.5 ) ( 11.5 ) Retained earnings 761.9 746.0 Total shareholders' equity 934.3 918.0 Total liabilities and shareholders' equity $ 1,459.0 $ 1,467.0 See notes to condensed consolidated financial statements. 4 Table of Contents METHODE ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (in millions, except share data) Three Months Ended July 31, 2021 Common stock shares Common stock Additional paid-in capital Accumulated other comprehensive income (loss) Treasury stock Retained earnings Total shareholders' equity Balance as of May 1, 2021 39,644,913 $ 19.8 $ 157.6 $ 6.1 $ ( 11.5 ) $ 746.0 $ 918.0 Issuance of restricted stock, net of tax withholding 44,245 0.1 ( 0.1 ) — — ( 0.3 ) ( 0.3 ) Exercise of stock options 13,000 — 0.5 — — — 0.5 Purchases of common stock ( 157,513 ) ( 0.1 ) — — — ( 7.5 ) ( 7.6 ) Stock-based compensation expense — — 3.2 — — — 3.2 Other comprehensive loss — — — ( 3.2 ) — — ( 3.2 ) Net income — — — — — 29.1 29.1 Dividends on common stock — — — — — ( 5.4 ) ( 5.4 ) Balance as of July 31, 2021 39,544,645 $ 19.8 $ 161.2 $ 2.9 $ ( 11.5 ) $ 761.9 $ 934.3 Three Months Ended August 1, 2020 Common stock shares Common stock Additional paid-in capital Accumulated other comprehensive income (loss) Treasury stock Retained earnings Total shareholders' equity Balance as of May 2, 2020 38,438,111 $ 19.2 $ 150.7 $ ( 26.9 ) $ ( 11.5 ) $ 651.9 $ 783.4 Issuance of restricted stock, net of tax withholding 433,251 0.2 ( 0.2 ) — — ( 3.9 ) ( 3.9 ) Exercise of stock options 5,000 — 0.1 — — — 0.1 Stock-based compensation expense — — 0.9 — — — 0.9 Other comprehensive income — — — 16.7 — — 16.7 Net income — — — — — 20.7 20.7 Dividends on common stock — — — — — ( 4.1 ) ( 4.1 ) Balance as of August 1, 2020 38,876,362 $ 19.4 $ 151.5 $ ( 10.2 ) $ ( 11.5 ) $ 664.6 $ 813.8 See notes to condensed consolidated financial statements. 5 Table of Contents METHODE ELECTRONICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) Three Months Ended July 31, 2021 August 1, 2020 Operating activities: Net income $ 29.1 $ 20.7 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 12.6 12.1 Stock-based compensation expense 4.0 0.9 Change in cash surrender value of life insurance ( 0.4 ) ( 0.6 ) Amortization of debt issuance costs 0.2 0.2 Gain on sale of property, plant and equipment ( 0.4 ) — Change in deferred income taxes ( 0.1 ) ( 6.2 ) Other 0.1 1.0 Changes in operating assets and liabilities: Accounts receivable 4.7 ( 37.3 ) Inventories ( 18.5 ) 9.1 Prepaid expenses and other assets ( 5.0 ) 1.5 Accounts payable ( 8.1 ) 12.0 Other liabilities ( 8.5 ) 3.0 Net cash provided by operating activities 9.7 16.4 Investing activities: Purchases of property, plant and equipment ( 15.9 ) ( 11.6 ) Sale of property, plant and equipment 0.5 — Net cash used in investing activities ( 15.4 ) ( 11.6 ) Financing activities: Taxes paid related to net share settlement of equity awards ( 0.3 ) ( 3.9 ) Repayments of finance leases ( 0.2 ) ( 0.1 ) Proceeds from exercise of stock options 0.5 0.1 Purchases of common stock ( 8.4 ) — Cash dividends ( 5.2 ) ( 5.0 ) Repayments of borrowings ( 4.7 ) ( 4.1 ) Net cash used in financing activities ( 18.3 ) ( 13.0 ) Effect of foreign currency exchange rate changes on cash and cash equivalents ( 1.3 ) 1.9 Decrease in cash and cash equivalents ( 25.3 ) ( 6.3 ) Cash and cash equivalents at beginning of the period 233.2 217.3 Cash and cash equivalents at end of the period $ 207.9 $ 211.0 Supplemental cash flow information: Cash paid during the period for: Interest $ 0.9 $ 1.5 Income taxes, net of refunds $ 7.3 $ 4.8 Operating lease obligations $ 1.9 $ 2.1 See notes to condensed consolidated financial statements. 6 Table of Contents METHODE ELECTRONICS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Description of Business and Summary of Significant Accounting Policies Description of business Methode Electronics, Inc. (the “Company” or “Methode”) is a leading global supplier of custom engineered solutions with sales, engineering and manufacturing locations in North America, Europe, Middle East and Asia. The Company designs, engineers and produces mechatronic products for Original Equipment Manufacturers (“OEMs”) utilizing its broad range of technologies for user interface, light-emitting diode (“LED”) lighting system, power distribution and sensor applications. The Company’s solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-bike, aerospace, bus and rail), cloud computing infrastructure, construction equipment, consumer appliance and medical devices. Impact of the COVID-19 pandemic The COVID-19 pandemic and the ongoing measures to reduce its spread have negatively impacted the global economy, disrupted consumer and customer demand and global supply chains, and resulted in manufacturing inefficiencies and increased freight costs due to global capacity constraints. The Company expects that the global health crisis caused by the COVID-19 pandemic will continue to negatively impact its business and results of operations for the foreseeable future. The extent of the impact will depend on a number of evolving and uncertain factors, including the duration and spread of COVID-19 (and its variants), the rate of vaccinations, actions taken by governmental authorities to further restrict business operations and social activity and impose travel restrictions, shifting consumer demand, the ability of the Company’s supply chain to deliver in a timely and cost-effective manner, the ability of the Company’s employees and manufacturing facilities to operate efficiently and effectively, the continued viability and financial stability of the Company’s customers and suppliers and future access to capital. While demand for the Company’s products improved, the recovery in demand has had business interruptions, including increased material and logistics costs, and most significantly, impacts from the worldwide semiconductor supply shortage. The semiconductor supply shortage is due, in part, to increased demand across multiple industries, including the automotive industry, resulting in a slowdown in their production schedules. The semiconductor supply shortage is also impacting the Company’s supply chain and its ability to meet demand at some of its non-automotive customers. The Company expects this semiconductor shortage will likely have a continued impact on its operating results and financial condition in fiscal 2022. Various government programs have been enacted to provide assistance to businesses impacted by the COVID-19 pandemic. The amount of assistance the Company received was $ 1.9 million and $ 2.9 million in the three months ended July 31, 2021 and August 1, 2020, respectively, and has been reported as other income. The Company assessed certain accounting matters that require consideration of forecasted financial information, including, but not limited to, its allowance for credit losses, the carrying value of the Company’s goodwill, identifiable intangible assets, and other long-lived assets, and its valuation allowances in context with the information reasonably available to the Company and the unknown future impacts of the COVID-19 pandemic as of July 31, 2021 and through the date of this report. As a result of these assessments, the Company concluded that there were no impairments or material increases in credit allowances or valuation allowances that impacted the Company’s condensed consolidated financial statements as of July 31, 2021 and for the three months then ended. However, the Company’s future assessment of the magnitude and duration of the COVID-19 pandemic, as well as other factors, could result in material impacts to its consolidated financial statements in future reporting periods. At this time, the ultimate impact of the COVID-19 pandemic cannot be reasonably estimated due to the uncertainty about the extent and duration of the spread of the virus. Therefore, it is possible the COVID-19 pandemic could still have an adverse impact on the Company’s future business, operating results and financial condition. Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments, except as otherwise disclosed) that management believes are necessary for a fair presentation of the results of operations, financial position and cash flows of the Company for the interim periods presented. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Form 10-K for the year ended May 1, 2021, filed with the SEC on June 24, 2021. Results may vary from quarter to quarter for reasons other than seasonality. 7 Table of Contents Financial reporting periods The Company maintains its financial records on the basis of a 52- or 53-week fiscal year ending on the Saturday closest to April 30. The three months ended July 31, 2021 and August 1, 2020 were both 13 week periods. Use of estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Actual results could differ from these estimates. Summary of significant accounting policies The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company’s Form 10-K for the year ended May 1, 2021. There have been no material changes to the significant accounting policies in the three months ended July 31, 2021 other than those noted below. Recently adopted accounting pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “ Income Taxes - Simplifying the Accounting for Income Taxes (Topic 740) ,” which simplifies the accounting for income taxes. The new guidance removes certain exceptions to the general principles in Accounting Standards Codification (“ASC”) 740, such as recognizing deferred taxes for equity investments, the incremental approach to performing intraperiod tax allocation and calculating income taxes in interim periods. The standard also simplifies accounting for income taxes under GAAP by clarifying and amending existing guidance, including the recognition of deferred taxes for goodwill, the allocation of taxes to members of a consolidated group and requiring that an entity reflect the effect of enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The Company adopted this guidance as of May 2, 2021, and the impact on its condensed consolidated financial statements was not material. Note 2. Revenue The Company generates revenue from the manufacturing of products for customers in diversified global markets. The majority of the Company’s revenue is recognized at a point in time. The Company has determined that the most definitive demonstration that control has transferred to a customer is physical shipment or delivery, depending on the contractual shipping terms, except for consignment transactions. Consignment transactions are arrangements where the Company transfers product to a customer location but retains ownership and control of such product until it is used by the customer. Revenue for consignment arrangements is recognized upon the customer’s usage. Revenue associated with products which the Company believes have no alternative use (such as highly customized parts), and where the Company has an enforceable right to payment, are recognized on an over time basis. Revenue is recognized based on progress to date, which is typically even over the production process through transfer of control to the customer. From time to time, customers may negotiate annual price downs. Management has evaluated these price downs and determined that in some instances, these price downs give rise to a material right. In instances that a material right exists, a portion of the transaction price is allocated to the material right and recognized over the life of the contract. Across all products, the amount of revenue recognized corresponds to the related purchase order and is adjusted for variable consideration (such as discounts). Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue. The Company’s performance obligations are typically short-term in nature. As a result, the Company has elected the practical expedient that provides an exemption from the disclosure requirements regarding information about remaining performance obligations on contracts that have original expected durations of one year or less. Contract balances A contract asset is an entity’s right to consideration in exchange for goods or services that the entity has transferred to a customer. A contract liability exists when an entity has received consideration, or the amount is due from the customer in advance of revenue recognition. The net changes in the contract asset and contract liability balances for the three months ended July 31, 2021 and August 1, 2020 were not material. 8 Table of Contents Disaggregated r evenue i nformation The following table represents a disaggregation of revenue from contracts with customers by segment and geographical location. Net sales are attributed to regions based on the location of production. Though revenue recognition patterns and contracts are generally consistent, the amount, timing and uncertainty of revenue and cash flows may vary in each reportable segment due to geographic and economic factors. Three Months Ended July 31, 2021 (in millions) Auto Industrial Interface Medical Total Geographic net sales: North America $ 99.1 $ 42.4 $ 12.5 $ 0.8 $ 154.8 Europe & Africa 57.8 19.8 — — 77.6 Asia 38.9 16.3 0.2 — 55.4 Total net sales $ 195.8 $ 78.5 $ 12.7 $ 0.8 $ 287.8 Timing of revenue recognition: Goods transferred at a point in time $ 189.7 $ 78.5 $ 12.7 $ 0.8 $ 281.7 Goods transferred over time 6.1 — — — 6.1 Total net sales $ 195.8 $ 78.5 $ 12.7 $ 0.8 $ 287.8 Three Months Ended August 1, 2020 (in millions) Auto Industrial Interface Medical Total Geographic net sales: North America $ 76.3 $ 20.6 $ 13.2 $ 0.4 $ 110.5 Europe & Africa 28.8 12.8 — — 41.6 Asia 20.0 18.6 0.2 — 38.8 Total net sales $ 125.1 $ 52.0 $ 13.4 $ 0.4 $ 190.9 Timing of revenue recognition: Goods transferred at a point in time $ 120.1 $ 52.0 $ 13.4 $ 0.4 $ 185.9 Goods transferred over time 5.0 — — — 5.0 Total net sales $ 125.1 $ 52.0 $ 13.4 $ 0.4 $ 190.9 Note 3. Restructuring The Company continually monitors market factors and industry trends and takes necessary actions to reduce overall costs and improve operational profitability. In fiscal 2021, the Company initiated certain restructuring actions in response to the adverse impacts from the COVID-19 pandemic. These actions included plant consolidations and workforce reductions in the Automotive, Industrial and Interface segments. In the three months ended August 1, 2020, the Company recognized $ 3.4 million of restructuring costs, of which $ 1.9 million was recorded in cost of products sold and $ 1.5 million was recorded in selling and administrative expenses. Employee termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable. Asset impairment charges relate to the impairment of right-of-use lease assets and equipment. Contract termination costs are recorded when notification of termination is given to the other party. The table below presents restructuring costs by reportable segment: Three Months Ended August 1, 2020 (in millions) Auto Industrial Interface Medical Corporate Total Employee termination benefits $ 1.4 $ 0.6 $ 0.4 $ — $ 0.1 $ 2.5 Asset impairment charges — — 0.3 — — 0.3 Contract termination costs 0.6 — — — — 0.6 Total $ 2.0 $ 0.6 $ 0.7 $ — $ 0.1 $ 3.4 The Company’s restructuring liability was $ 0.2 million and $ 1.2 million as of July 31, 2021 and May 1, 2021, respectively. Estimates of restructuring costs are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring costs, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals. 9 Table of Contents Note 4. Income Taxes The provision for income taxes for an interim period is based on an estimated annual effective income tax rate and this rate is applied to ordinary year-to-date earnings or losses. The estimated annual effective income tax rate is determined excluding the effects of unusual or significant one-time items that are reported net of the related tax effects in the period in which they occur. In addition, any material effects of enacted tax law or rate changes as well as the Company’s ability to utilize various tax assets is recognized in the period in which the change occurs. The computation of the estimated annual effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year by jurisdiction, certain book to tax adjustments, and the likelihood of the realizability of deferred tax assets generated in the current year. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as the Company’s tax environment changes. The Company’s income tax expense and effective tax rate for the three months ended July 31, 2021 and August 1, 2020 were as follows: Three Months Ended (in millions) July 31, 2021 August 1, 2020 Income before income taxes $ 34.8 $ 15.6 Income tax expense (benefit) $ 5.7 $ ( 5.1 ) Effective tax rate 16.4 % ( 32.7 )% The income tax provision for the three months ended July 31, 2021 was lower than the U.S. statutory tax rate primarily due to foreign operations with lower statutory tax rates. The income tax provision for the three months ended August 1, 2020 was lower than the U.S. statutory tax rate primarily due to a benefit from tax credits claimed in a foreign jurisdiction of $ 6.6 million, additional beneficial tax attributes claimed of $ 1.2 million and income derived from foreign operations with lower statutory rates. The Company’s unrecognized income tax benefits were $ 5.3 million as of both July 31, 2021 and May 1, 2021. If any portion of the Company’s unrecognized tax benefits is recognized, it would impact the Company’s effective tax rate. The unrecognized tax benefits are reviewed periodically and adjusted for changing facts and circumstances, such as tax audits, lapse of applicable statutes of limitations and changes in tax law. Note 5. Balance Sheet Components Accounts receivable and allowance for doubtful accounts Accounts receivable are customer obligations due under normal trade terms and are presented net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on the current expected credit loss impairment model (“CECL”). The Company applies a historical loss rate based on historic write-offs to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses as necessary. The Company may also record a specific reserve for individual accounts when it becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The allowance for doubtful accounts balance was $ 0.8 million and $ 0.7 million as of July 31, 2021 and May 1, 2021, respectively. Inventories Inventories are stated at the lower-of-cost or net realizable value. Cost is determined using the first-in, first-out method. Finished products and work-in-process inventories include direct material costs and direct and indirect manufacturing costs. The Company records reserves for inventory that may be obsolete or in excess of current and future market demand. A summary of inventories is shown below: (in millions) July 31, 2021 May 1, 2021 Finished products $ 30.7 $ 24.8 Work in process 15.6 14.0 Raw materials 96.1 85.4 Total inventories $ 142.4 $ 124.2 10 Table of Contents Property, plant and equipment Property, plant and equipment is stated at cost. Maintenance and repair costs are expensed as incurred. Depreciation is calculated using the straight-line method using estimated useful lives of 5 to 40 years for buildings and building improvements and 3 to 15 years for machinery and equipment. A summary of property, plant and equipment is shown below: (in millions) July 31, 2021 May 1, 2021 Land $ 3.3 $ 3.3 Buildings and building improvements 89.0 88.9 Machinery and equipment 420.3 408.0 Construction in progress 25.6 24.8 Total property, plant and equipment, gross 538.2 525.0 Less: accumulated depreciation ( 323.6 ) ( 321.0 ) Property, plant and equipment, net $ 214.6 $ 204.0 Depreciation expense was $ 7.8 million and $ 7.4 million in the three months ended July 31, 2021 and August 1, 2020, respectively. As of July 31, 2021 and May 1, 2021, capital expenditures recorded in accounts payable totaled $ 2.5 million and $ 5.5 million, respectively. Pre-production tooling costs related to long-term supply arrangements The Company incurs pre-production tooling costs related to products produced for its customers under long-term supply arrangements. Engineering, testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are reimbursable by the customer. As of July 31, 2021 and May 1, 2021, the Company had $ 27.8 million and $ 25.0 million, 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. Costs for molds, dies and other tools used in products produced for its customers under long-term supply arrangements for which the Company has title are capitalized in property, plant and equipment and amortized over the shorter of the life of the arrangement or over the estimated useful life of the assets. As of July 31, 2021 and May 1, 2021, Company-owned tooling was $ 16.7 million and $ 17.0 million, respectively. Note 6. Goodwill and Other Intangible Assets Goodwill A summary of the changes in the carrying amount of goodwill, by segment, is shown below: (in millions) Automotive Industrial Total Balance as of May 1, 2021 $ 106.7 $ 128.9 $ 235.6 Foreign currency translation ( 0.1 ) ( 0.3 ) ( 0.4 ) Balance as of July 31, 2021 $ 106.6 $ 128.6 $ 235.2 The Company tests indefinite-lived intangible assets and goodwill for impairment by either performing a qualitative evaluation or a quantitative test at least annually, or more frequently if an indication of impairment arises. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit or asset is less than its carrying amount. No impairment indicators were identified in the first quarter of fiscal 2022. 11 Table of Contents Other i ntangible a ssets, n et Details of identifiable intangible assets are shown below: As of July 31, 2021 (in millions) Gross Accumulated amortization Net Weighted average useful life (years) Amortized intangible assets: Customer relationships and agreements $ 234.9 $ ( 46.0 ) $ 188.9 15.4 Trade names, patents and technology licenses 58.6 ( 25.2 ) 33.4 6.8 Total amortized intangible assets 293.5 ( 71.2 ) 222.3 Unamortized trade name 1.8 — 1.8 Total other intangible assets $ 295.3 $ ( 71.2 ) $ 224.1 As of May 1, 2021 (in millions) Gross Accumulated amortization Net Weighted average useful life (years) Amortized intangible assets: Customer relationships and agreements $ 235.3 $ ( 42.7 ) $ 192.6 15.6 Trade names, patents and technology licenses 58.7 ( 23.7 ) 35.0 7.0 Total amortized intangible assets 294.0 ( 66.4 ) 227.6 Unamortized trade name 1.8 — 1.8 Total other intangible assets $ 295.8 $ ( 66.4 ) $ 229.4 Based on the current amount of intangible assets subject to amortization, the estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter is as follows: (in millions) Fiscal Year: Remainder of 2022 $ 14.3 2023 19.1 2024 18.7 2025 18.2 2026 17.3 Thereafter 134.7 Total $ 222.3 Note 7. Derivative Instruments and Hedging Activities The Company is exposed to various market risks including, but not limited to, foreign currency exchange rates and market interest rates. The Company strives to control its exposure to these risks through our normal operating activities and, where appropriate, through the use of derivative financial instruments. Derivative financial instruments are measured at fair value on a recurring basis. For a designated cash flow hedge, the effective portion of the change in the fair value of the derivative financial instrument is recorded in Accumulated Other Comprehensive Income (“AOCI”) in the condensed consolidated balance sheets. When the underlying hedged transaction is realized, the gain or loss previously included in AOCI is recorded in earnings and reflected in the condensed consolidated statements of income on the same line as the gain or loss on the hedged item attributable to the hedged risk. The gain or loss associated with changes in the fair value of derivatives not designated as hedges are recorded immediately in the condensed consolidated statements of income on the same line as the associated risk. For a designated net investment hedge, the effective portion of the change in the fair value of the derivative financial instrument is recorded as a cumulative translation adjustment in AOCI in the condensed consolidated balance sheets. 12 Table of Contents Net i nvestment h edges The Company has a variable-rate, cross-currency swap, maturing on August 31, 2023 , with a notional value of $ 60.0 million (€ 54.8 million). The Company entered into the cross-currency swap to mitigate changes in net assets due to changes in U.S. dollar-euro spot exchange rates. The cross-currency swap is designated as a hedge of the Company’s net investment in a euro-based subsidiary. The fair value of the cross-currency swap is classified within Level 2 of the fair value hierarchy. Hedge effectiveness is assessed at the inception of the hedging relationship and quarterly thereafter, under the spot-to-spot method. The Company recognizes the impact of all other changes in fair value of the derivative through interest expense, which was not material in either the three months ended July 31, 2021 or August 1, 2020. As of July 31, 2021 and May 1, 2021, the cross-currency swap was in a net liability position with an aggregate fair value of $ 5.7 million and $ 6.8 million, respectively, and is recorded within other long-term liabilities in the condensed consolidated balance sheets. Interest rate swaps In April 2021, the Company entered into interest rate swaps, maturing on August 31, 2023 , with a notional value of $ 100.0 million, to manage its exposure and to mitigate the impact of interest rate variability. The interest rate swaps are designated as cash flow hedges. The fair value of the interest rate swap is classified within Level 2 of the fair value hierarchy. Hedge effectiveness is assessed at the inception of the hedging relationship and quarterly thereafter. The effective portion of the periodic changes in fair value is recognized in AOCI. Subsequently, the accumulated gains and losses recorded in AOCI are reclassified to income in the period during which the hedged cash flow impacts earnings, which are expected to be immaterial over the next 12 months. As of July 31, 2021 and May 1, 2021, the interest rate swap was in a net liability position with an aggregate fair value of $ 0.3 million and $ 0.2 million, respectively, and is recorded within other long-term liabilities in the condensed consolidated balance sheets. No ineffectiveness was recognized in the three months ended July 31, 2021. Derivatives not designated as hedges The Company uses short-term foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-functional currency balance sheet exposures. These forward contracts are not designated as hedging instruments. Gains and losses on these forward contracts are recognized in other income, net, along with the foreign currency gains and losses on monetary assets and liabilities in the condensed consolidated statements of income. As of July 31, 2021 and May 1, 2021, the Company held foreign currency forward contracts with a notional value of $ 19.3 million and $ 14.8 million, respectively. The forward contracts were in a net liability position with an aggregate fair value of $ 36 thousand and $ 22 thousand as of July 31, 2021, and May 1, 2021, respectively, and are recorded within other accrued liabilities in the condensed consolidated balance sheets. During the three months ended July 31, 2021, an immaterial gain was recognized in the condensed consolidated statements of income. Note 8. Debt A summary of debt is shown below: (in millions) July 31, 2021 May 1, 2021 Revolving credit facility $ 8.7 $ 9.9 Term loan 215.6 218.7 Other debt 12.5 13.0 Unamortized debt issuance costs ( 1.4 ) ( 1.5 ) Total debt 235.4 240.1 Less: current maturities ( 14.8 ) ( 14.9 ) Total long-term debt $ 220.6 $ 225.2 13 Table of Contents Revolving credit facility/term loan The Company is a party to an Amended and Restated Credit Agreement (“Credit Agreement”) with Bank of America, N.A., as Administrative Agent, and Wells Fargo Bank, N.A. The Credit Agreement terminates in September 2023 and consists of a senior unsecured revolving credit facility (“Revolving Credit Facility”) of $ 200.0 million and a senior unsecured term loan (“Term Loan”) of $ 250.0 million. In addition, the Company has an option to increase the size of the Revolving Credit Facility and Term Loan by up to an additional $ 200.0 million, subject to customary conditions and approval of the lenders providing new commitments. The Credit Agreement is guaranteed by the Company’s wholly-owned U.S. subsidiaries. For the Term Loan, the Company is required to make quarterly principal payments of 1.25 % of the original Term Loan ($ 3.1 million) through maturity, with the remaining balance due on September 12, 2023. Outstanding borrowings under the Credit Agreement bear interest at variable rates based on the type of borrowing and the Company’s debt to EBITDA financial ratio, as defined in the Credit Agreement. The weighted-average interest rate on outstanding borrowings under the Credit Agreement was approximately 1.3 % as of July 31, 2021. The Credit Agreement contains customary representations and warranties, financial covenants, restrictive covenants and events of default. As of July 31, 2021, the Company was in compliance with all the covenants in the Credit Agreement. Other debt One of the Company’s European subsidiaries has debt that consists of 11 notes with maturities ranging from 2021 to 2031. The weighted-average interest rate on this debt was approximately 1.5 % at July 31, 2021 and $ 2.3 million of the debt was classified as short-term. Note 9. Shareholders’ Equity Share buyback program On March 31, 2021, the Board of Directors authorized the purchase of up to $ 100.0 million of the Company’s outstanding common stock through March 31, 2023. Such purchases may be made on the open market, in private transactions or pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. In the three months ended July 31, 2021, the Company purchased 157,513 shares at a cost of $ 7.6 million. As of July 31, 2021, a total of 325,462 shares have been purchased at a total cost of $ 15.1 million since the commencement of the share buyback program. All purchased shares were retired and are reflected as a reduction of common stock for the par value of the shares, with the excess applied as a reduction to retained earnings. As of July 31, 2021, the dollar value of shares that remained available to be purchased by the Company under this share buyback program was approximately $ 84.9 million. Dividends The Company paid dividends totaling $ 5.2 million and $ 5.0 million in the three months ended July 31, 2021 and August 1, 2020, respectively. Dividends paid in the three months ended August 1, 2020 include $ 0.9 million of dividends on restricted stock that vested during the period. The Company increased its quarterly dividend from $0.11 per share to $0.14 per share in the three months ended July 31, 2021. 14 Table of Contents Accumulated other comprehensive income (loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in accumulated other comprehensive income (loss), net of tax is shown below: Three Months Ended (in millions) July 31, 2021 August 1, 2020 Currency Translation Adjustments: Balance at beginning of period $ 11.5 $ ( 25.9 ) Other comprehensive (loss) income recognized during the period, net of tax (expense)/ benefit of $( 0.2 ) million; $ 0.3 million ( 4.1 ) 20.3 Balance at end of period 7.4 ( 5.6 ) Derivative Instruments: Balance at beginning of period ( 5.4 ) ( 1.0 ) Other comprehensive income (loss) recognized during the period, net of tax (expense)/benefit of $( 0.2 ) million; $ 1.1 million 0.9 ( 3.6 ) Balance at end of period ( 4.5 ) ( 4.6 ) Accumulated other comprehensive income (loss), end of period $ 2.9 $ ( 10.2 ) Stock-based compensation The Company has granted stock options, restricted stock awards (“RSAs”), performance units (“PUs”), restricted stock units (“RSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”), the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”), the Methode Electronics, Inc. 2007 Stock Plan (“2007 Plan”) and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company can no longer make grants under the 2010 Plan, 2007 Plan and 2004 Plan. The number of shares of common stock originally authorized under the 2014 Plan is 3,000,000 . As of July 31, 2021, there were 101,750 shares available for award under the 2014 Plan. Restricted stock awards and performance units As of July 31, 2021, the Company had 928,412 RSAs outstanding which will be earned based on the achievement of an earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) measure for fiscal 2025. The RSAs will vest ranging from 0 % (for performance below threshold) to 100 % (target performance) based on the achievement of the EBITDA performance measure and continued employment. In addition, if the target performance is exceeded, an additional 464,206 PUs can be earned that will be settled in cash. At the discretion of the Compensation Committee, the PUs may be settled in shares of common stock. The fair value of the RSAs was based on the closing stock price on the date of grant and the RSAs earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for RSAs is recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs is recognized when it is probable that the target performance criteria will be achieved. The Company assesses the probability of vesting at each balance sheet date and adjusts compensation costs based on the probability assessment. The cash-settled PUs represent a non-equity unit with a conversion value equal to the fair market value of a share of the Company’s common stock on the vesting date. The PUs are classified as liability awards due to the cash settlement feature and are re-measured at each balance sheet date. In accordance with ASC 718, based on projections of the Company’s current business portfolio, compensation expense has not been recognized for the RSAs or PUs in the three months ended July 31, 2021, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense at target level of performance is $ 26.5 million as of July 31, 2021. 15 Table of Contents Restricted stock units RSUs granted under the 2014 Plan vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted was based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs don’t vest. The following table summarizes RSU activity under the 2014 Plan: Restricted Stock Units Weighted average grant date fair value Non-vested at May 1, 2021 927,611 $ 28.50 Awarded 46,300 $ 48.41 Vested — $ — Forfeited — $ — Non-vested at July 31, 2021 973,911 $ 29.45 Under the various stock plans, common stock underlying vested RSUs held by certain executives will not be delivered until termination of employment or a change of control of the Company. As of July 31, 2021, common stock to be delivered to these executives totaled 577,055 shares. Director awards In the three months ended July 31, 2021 and August 1, 2020, the Company granted 32,505 shares and 33,000 shares, respectively, of common stock to its non-employee directors under the 2014 Plan. The shares vested immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. In the three months ended July 31, 2021, a total of 17,730 shares were deferred. The fair value of shares granted was determined based on the closing price of the Company’s stock on the date of grant. Stock options The following table summarizes combined stock option activity under the 2010 Plan and 2007 Plan: Shares Weighted average exercise price Weighted- average life (years) Aggregate intrinsic value (in millions) Outstanding and exercisable at May 1, 2021 73,000 $ 37.01 3.2 $ 0.6 Exercised ( 13,000 ) $ 37.01 Forfeited — $ — Outstanding and exercisable at July 31, 2021 60,000 $ 37.01 2.9 $ 0.6 The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date. The total intrinsic value of options exercised in the three months ended July 31, 2021 was $ 0.2 million. Stock-based compensation expense All stock-based awards to employees and non-employee directors are recognized in selling and administrative expenses on the condensed consolidated statements of income. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards: Three Months Ended (in millions) July 31, 2021 August 1, 2020 RSUs $ 2.5 $ — Director awards 1.5 0.9 Total stock-based compensation expense $ 4.0 $ 0.9 16 Table of Contents Note 10. Income per Share Basic income per share is calculated by dividing net income by the weighted average number of common shares outstanding for the applicable period but excludes any contingently issued shares where the contingency has not been resolved. The weighted average number of common shares used in the diluted income per share calculation is determined using the treasury stock method which includes the effect of all potential dilutive common shares outstanding during the period. The following table sets forth the computation of basic and diluted income per share: Three Months Ended July 31, 2021 August 1, 2020 Numerator: Net income (in millions) $ 29.1 $ 20.7 Denominator: Denominator for basic income per share - weighted average shares outstanding and vested/unissued restricted stock units 37,939,488 37,836,543 Dilutive potential common shares 518,470 321,875 Denominator for diluted income per share 38,457,958 38,158,418 Basic and diluted income per share: Basic income per share $ 0.77 $ 0.55 Diluted income per share $ 0.76 $ 0.54 Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 928,412 101,668 Note 11. Segment Information 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 is the Company’s President and Chief Executive Officer (“CEO”). The Company has four reporting segments as described below. The Automotive segment supplies electronic and electro-mechanical devices and related products to automobile OEMs, either directly or through their tiered suppliers. Products include integrated center consoles, hidden switches, ergonomic switches, transmission lead-frames, LED-based lighting and sensors, which incorporate magneto-elastic sensing and other technologies that monitor the operation or status of a component or system. The Industrial segment manufactures external lighting solutions, industrial safety radio remote controls, braided flexible cables, current-carrying laminated busbars and devices, custom power-product assemblies, such as our PowerRail® solution, high-current low-voltage flexible power cabling systems and powder-coated busbars that are used in various markets and applications, including aerospace, computers, industrial, power conversion, military, telecommunications and transportation. The Interface segment provides a variety of copper and fiber-optic interface and interface solutions for the appliance, commercial food service, construction, consumer, material handling, point-of-sale and telecommunications markets. Solutions include copper transceivers and solid-state field-effect consumer touch panels. The Medical segment is made up of the Company’s medical device business, Dabir Surfaces, with its surface support technology aimed at pressure injury prevention. Methode has developed the technology for use by patients who are immobilized or otherwise at risk for pressure injuries, including patients undergoing long-duration surgical procedures. 17 Table of Contents The tables below present information about the Company’s reportable segments: Three Months Ended July 31, 2021 (in millions) Automotive Industrial Interface Medical Eliminations /Corporate Consolidated Net sales $ 197.0 $ 81.2 $ 12.7 $ 0.8 $ ( 3.9 ) $ 287.8 Transfers between segments ( 1.2 ) ( 2.7 ) — — 3.9 — Net sales to unaffiliated customers $ 195.8 $ 78.5 $ 12.7 $ 0.8 $ — $ 287.8 Income/(loss) from operations $ 27.3 $ 20.2 $ 1.1 $ ( 1.2 ) $ ( 13.3 ) $ 34.1 Interest expense, net 1.1 Other income, net ( 1.8 ) Income before income taxes $ 34.8 Three Months Ended August 1, 2020 (in millions) Automotive Industrial Interface Medical Eliminations /Corporate Consolidated Net sales $ 126.4 $ 52.4 $ 13.4 $ 0.4 $ ( 1.7 ) $ 190.9 Transfers between segments ( 1.3 ) ( 0.4 ) — — 1.7 — Net sales to unaffiliated customers $ 125.1 $ 52.0 $ 13.4 $ 0.4 $ — $ 190.9 Income/(loss) from operations $ 15.3 $ 7.0 $ 1.1 $ ( 1.6 ) $ ( 8.0 ) $ 13.8 Interest expense, net 1.6 Other income, net ( 3.4 ) Income before income taxes $ 15.6 (in millions) July 31, 2021 May 1, 2021 Identifiable assets: Automotive $ 746.2 $ 739.5 Industrial 468.5 461.6 Interface 86.8 90.4 Medical 7.7 7.6 Eliminations/Corporate 149.8 167.9 Total identifiable assets $ 1,459.0 $ 1,467.0 18 Table of Contents Note 12. Contingencies Certain litigation arising in the normal course of business is pending against us. The Company is, 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, environmental matters and intellectual property matters. The Company considers 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 the Company's opinion, based on the information available, that it has adequate reserves for these liabilities. Hetronic Germany-GmbH Matters For several years, Hetronic Germany-GmbH and Hydronic-Steuersysteme-GmbH (the “Fuchs companies”) served as our distributors for Germany, Austria and other central and eastern European countries pursuant to their respective intellectual property licenses and distribution and assembly agreements. The Company became aware that the Fuchs companies and their managing director, Albert Fuchs, had materially violated those agreements. As a result, the Company terminated all of its agreements with the Fuchs companies. On June 20, 2014, the Company filed a lawsuit against the Fuchs companies in the Federal District Court for the Western District of Oklahoma alleging material breaches of the distribution and assembly agreements and seeking damages, as well as various forms of injunctive relief. The defendants filed counterclaims alleging breach of contract, interference with business relations and business slander. On April 2, 2015, the Company amended its complaint against the Fuchs companies to add additional unfair competition and Lanham Act claims and to add additional affiliated parties. A trial with respect to the matter began in February 2020. During the trial, the defendants dismissed their one remaining counterclaim with prejudice. On March 2, 2020, the jury returned a verdict in favor of the Company. The verdict included approximately $ 102 million in compensatory damages and $ 11 million in punitive damages. On April 22, 2020, the Court entered a permanent injunction barring defendants from selling infringing products and ordering them to return Hetronic’s confidential information. Defendants appealed entry of the permanent injunction. On May 29, 2020, the Court held defendants in contempt for violating the permanent injunction and entered the final judgment. Defendants appealed entry of the final monetary judgment as well. The appeal of the permanent injunction and the appeal of the final judgment were consolidated into a single appeal before the U.S. Court of Appeals for the Tenth Circuit. On August 24, 2021, the Tenth Circuit issued a decision affirming the lower court’s ruling with the exception that it modified the injunction from the entire world to all of the countries in which Hetronic sells its products. It is possible that the defendants may seek to further appeal this decision and these matters. Like any judgment, particularly any judgment involving defendants outside of the United States, there is no guarantee that the Company will be able to collect the judgment. 19 Table of Contents