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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1995
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.)
7444 WEST WILSON AVENUE
CHICAGO, ILLINOIS 60656
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER (INCLUDING AREA CODE): (708) 867-9600
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
CLASS A COMMON STOCK ($.50 PAR VALUE)
CLASS B COMMON STOCK ($.50 PAR VALUE)
(TITLE OF CLASS)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [_].
The aggregate market value of the Class A and Class B Common Stock, $.50 par
value, held by non-affiliates of the Registrant on July 14, 1995 based upon the
average of the closing bid and asked prices on that date as reported by Nasdaq
was $477,189,000.
Registrant had 22,059,587 shares of Class A, $.50 par value, and 1,268,766
shares of Class B, $.50 par value, outstanding as of July 14, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the annual shareholders meeting to be
held September 12, 1995, are incorporated by reference into Part III.
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PART I
ITEM 1. BUSINESS
Methode Electronics, Inc. was incorporated in 1946 as an Illinois corporation
and reincorporated in Delaware in 1966. As used herein, Methode Electronics,
Inc. shall be referred to as the "Registrant" or the "Company".
The Registrant operates in one industry segment, which consists of the
manufacture of electronic components and devices that connect, control and
convey electrical energy, pulse and signal, including connectors, controls,
interconnect devices, printed circuits, and current carrying distribution
systems. Components and devices manufactured by the Registrant are used in the
production of electronic equipment and other products with applications in the
automotive, computer, voice and data communications equipment, industrial,
military and aerospace, and consumer electronics industries.
The following tabulation reflects the percentages of net sales from
continuing operations of the major classes of products of the Registrant for
the last three fiscal years:
APRIL 30,
----------------
1993 1994 1995
---- ---- ----
Connectors and Controls................................. 82.9% 86.0% 86.0%
Printed Circuit Boards and Services..................... 9.7 6.7 5.5
Current Carrying Distribution Systems................... 7.4 7.3 8.5
The sales activities of the Registrant are directed by sales managers who are
supported by engineering personnel who provide technical services. The
Registrant's products are sold through its sales staff and through independent
manufacturers' representatives with offices throughout the world. Sales are
made primarily to original equipment manufacturers and also to independent
distributors.
Sources and Availability of Raw Materials. Principal raw materials purchased
by Registrant include copper-clad laminate, ferrous and copper alloy strips,
plastic molding materials, fiber optic cable, etching and plating chemicals,
die castings and precious metals. All of these items are available from several
suppliers, and the Registrant generally relies on more than one for each item.
Patents; Licensing Agreements. The Registrant has various patents and
licensing agreements, but does not consider its business to be materially
dependent upon such patents and licensing agreements.
Seasonality. The business of the Registrant is not seasonal.
Working Capital Items. The Registrant is required to maintain adequate levels
of inventory to meet scheduled delivery requirements of customers. It is not
normal for the Registrant to carry significant amounts of finished goods, as
the preponderance of orders received are for scheduled future deliveries.
Material Customers. During the year ended April 30, 1995, shipments to
Chrysler Corporation and Ford Motor Corporation each were 10% or greater of
consolidated net sales and, in the aggregate, amounted to approximately 42% of
consolidated net sales. Such shipments included a wide variety of the
Registrant's automotive controls products.
Backlog. The Registrant's backlog of orders for its continuing operations was
approximately $42,500,000 at May 31, 1994 and $53,100,000 at May 31, 1995. It
is expected that most of the total backlog at May 31, 1995 will be shipped
within the current fiscal year.
Contracts Subject to Termination at the Election of the Government. Shipments
as a subcontractor for various military programs constitute a significant
portion of the Registrant's multi layer printed circuitry output, although not
material to the Registrant's business as a whole. Although existing government
orders
2
are subject to termination at the election of the Government, the Registrant
historically has never experienced a significant termination and has no
information to lead it to believe that there is a likelihood of such an event
during fiscal year 1996.
Competitive Conditions. The markets in which the Registrant operates are
highly competitive and characterized by rapid changes due to technological
improvements and developments. Registrant competes with a large number of other
manufacturers in each of its product areas; many of these competitors have
greater resources and total sales. Price, service and product performance are
significant elements of competition in the sale of Registrant's products.
Research and Development. Registrant maintains a Research and Development
program involving a number of professional employees who devote a majority of
their time to the development of new products and processes and the advancement
of existing ones. Senior management of the Registrant also participates
directly in the program. Expenditures for the aforementioned activities
amounted to $8,880,000, $11,120,000 and $14,120,000 for the fiscal years ended
April 30, 1993, 1994 and 1995, respectively.
Environmental Quality. Compliance with federal, state and local provisions
regulating the discharge of materials into the environment has not materially
affected capital expenditures, earnings or the competitive position of the
Registrant. Currently, there are no environmental-related lawsuits or material
administrative proceedings pending against the Registrant. Further information
as to environmental matters affecting the Registrant is presented in Note 7 to
the consolidated financial statements included in Item 14(a)(1).
Employees. At April 30, 1994 and 1995, Registrant had approximately 2,500 and
3,000 employees, respectively.
Foreign Sales. Information about the Registrant's operations in different
geographic regions is summarized in Note 9 to the consolidated financial
statements included in Item 14 (a) (1).
ITEM 2. PROPERTIES
The Registrant has 17 manufacturing and three service facilities containing
approximately 730,000 square feet of space, of which approximately 84,000
square feet are leased. Ten of the facilities are located in Illinois, two in
California, one in Connecticut, one in New Jersey, one in Maryland, one in
Ireland, two in Singapore and two in the United Kingdom. The Registrant has a
$107,000 Industrial Revenue Bond obligation covering 130,000 square feet in
Carthage, Illinois. Approximately 90,000 square feet of space for the
manufacture of connectors and controls was added in fiscal 1995 and it is
anticipated that a 20,000 square foot Research Center will be added in 1996.
Management believes that the Registrant's production capacity is sufficient to
supply current orders and anticipated increased demands. Registrant's
manufacturing facilities have been modernized as necessary in the opinion of
management to keep pace with developments in the electronics industry.
ITEM 3. LEGAL PROCEEDINGS
As of July 14, 1995, the Registrant was not involved in any material
litigation or any litigation or material administrative proceedings with
governmental authorities pertaining to the discharge of materials into the
environment.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders during the fourth quarter
of fiscal 1995.
3
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE OFFICES AND POSITIONS HELD AND LENGTH OF SERVICE AS OFFICER
---- --- -----------------------------------------------------------
William J. 72 Chairman of the Board of the Registrant since December, 1994.
McGinley Prior thereto, he was President and a Director since 1946.
Mr. William J. McGinley is the father of James W. McGinley.
William T. 68 President of the Registrant since December, 1994. Prior there-
Jensen to, he was Senior Executive Vice President since 1992. Execu-
tive Vice President since 1952 and a Director since 1959.
Michael G. 55 Senior Executive Vice President of the Registrant since Decem-
Andre ber, 1994. Prior thereto, he was Executive Vice President--
Interconnect Products Group since January, 1984 and a Direc-
tor since September, 1984.
Kevin J. 54 Vice President since 1974 and a Director since September,
Hayes 1984. Treasurer since 1972.
James W. 46 Secretary since 1995. Partner--Keck, Mahin & Cate (a law firm
Ashley, retained as counsel to the Registrant).
Jr.
James W. 40 President since December, 1994 and prior thereto Executive
McGinley Vice President, Optical Interconnect Products Group. Director
since June 1993. Prior thereto, he was General Manager of the
Company's Connector Division from November 1984 to January
1989, and was Vice President, Corporate Sales and Marketing
from January 1989 to June 1993. Mr. James W. McGinley is the
son of Mr. William J. McGinley.
All executive officers serve a term of office of one year which, for the
current year, expires on September 12, 1995, or until their successors are duly
elected and qualified.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant's Class A and Class B Common Stock are traded on the Nasdaq
National Market System under the symbols METHA and METHB. The following is a
tabulation of high and low sale prices for the periods indicated as reported by
Nasdaq.
CLASS A CLASS B
STOCK PRICE STOCK PRICE
------------- -------------
HIGH LOW HIGH LOW
------ ------ ------ ------
Fiscal Year ended April 30, 1995
First Quarter............................... 17 1/2 14 3/4 17 1/2 16
Second Quarter.............................. 20 1/2 15 3/4 21 1/2 16 1/2
Third Quarter............................... 19 1/2 13 1/8 21 1/4 14 3/4
Fourth Quarter.............................. 17 1/2 13 18 1/2 16 1/2
Fiscal Year ended April 30, 1994
First Quarter............................... 13 1/2 10 1/2 16 14
Second Quarter.............................. 14 1/4 11 1/4 16 3/4 15 1/4
Third Quarter............................... 15 3/4 12 17 1/4 15 1/2
Fourth Quarter.............................. 17 1/4 14 1/4 18 16 1/4
The Registrant pays dividends quarterly and during the first three quarters
of fiscal 1994, it paid at an annual rate of $.048 and $.040 on the Class A and
Class B Stock. The dividend on the Class A and Class B Common Stock was raised
to an annual rate of $.06 and $.05, respectively, effective with the fourth
quarter of fiscal 1994 and again to an annual rate of $.12 and $.10,
respectively, effective for the first quarter of fiscal
4
1995. On June 26, 1995, the Board of Directors of the Registrant voted to raise
the annual payout rate on its Class B shares from $.10 to $.12. Following this
action, the Board voted to double the cash dividend on its Class A and Class B
Common Stock to an annual rate of $.24, and declared a dividend of $.06 per
Class A share and Class B share, payable on July 31, 1995 to holders of record
on July 14, 1995.
The Registrant expects to continue its policy of paying regular cash
dividends, although there is no assurance as to future dividends because they
are dependent on future earnings, capital requirements and financial condition.
As of July 14, 1995, the approximate number of record holders of the
Company's Class A Stock was 1,208 and the approximate number of record holders
of the Company's Class B Stock was 563.
ITEM 6. SELECTED FINANCIAL DATA
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Income Statement Data
Net sales.................. $270,748 $213,298 $172,038 $148,085 $143,717
Income from continuing
operations before income
taxes..................... 40,846 33,476 22,548 13,614 13,016
Income Taxes............... 14,725 12,500 7,800 4,085 4,490
Income from continuing
operations................ 26,121 20,976 14,748 9,529 8,526
Discontinued operations
(loss).................... -- -- 690 (4,898) (585)
Net income................. 26,121 20,976 15,438 4,632 7,941
Per Common Share:
Income from continuing
operations.............. $ 1.13 $ .91 $ .65 $ .43 $ .38
Net income............... 1.13 .91 .68 .21 .36
Dividends, Class A....... .12 .05 .04 .04 .04
Dividends, Class B....... .10 .04 .04 .03 .03
Book value............... 5.81 4.67 3.70 2.97 2.78
Long-term debt............. -- 107 204 301 413
Funded debt to total
capital................... 1:28 1:21 1:35 1:59 1:30
Retained earnings.......... $104,323 $ 80,963 $ 61,165 $ 46,662 $ 42,832
Fixed assets (net)......... 56,167 48,454 44,419 35,265 32,155
Total assets............... 191,476 160,630 129,029 106,986 89,417
From continuing operations:
Return on equity......... 22% 22% 19% 15% 15%
Pretax income as % of
sales................... 15.1% 15.7% 13.1% 9.2% 9.1%
Income as % of sales..... 9.6% 9.8% 8.6% 6.4% 5.9%
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net sales increased 27%, 24% and 16% in fiscal 1995, 1994 and 1993. Gains in
sales of connectors and controls were significant during these periods led by
increases in sales of automotive controls of 22% in 1995, 35% in 1994 and 25%
in 1993. Methode manufactures electronic devices for the automotive, computer,
voice and data communications, industrial, military and aerospace, and consumer
marketplaces. In fiscal years 1993 through 1995, sales were split about evenly
between automotive controls and shipments of other electronic components. Sales
of automotive control devices benefitted from a buoyant automotive market and
an increase in per-vehicle controls requirements. Fiscal 1995 also was helped
by the commencement of production of automotive airbag products by our
Dumbarton, Scotland, plant to service the European market. Network buss sales
contributed significantly to the sales gain in 1995 by more than doubling 1994
levels,
5
primarily the result of improvement in the mainframe computer market and an
agreement entered into in late fiscal 1994 which allows Methode access to some
new customers, products and technology. Our fiber optic connector products and
our dataMate termination products also had strong year-to-year sales gains
during the three year period. Overall connector sales posted gains of 34%, 16%
and 18% in 1995, 1994 and 1993 and were helped by the acquisition of two molded
cable assembly operations in the second quarter of 1995 and a fiber optic
connector business in the first quarter of 1994. Sales of printed circuits were
depressed during the three year period as a result of reductions in defense
spending and were further reduced in 1994 by the California earthquake that
interrupted production at our largest circuit board facility.
Other income consisted primarily of earnings from an automotive joint
venture, interest income from short-term investments and royalties. All three
sources of other income increased significantly from year-to-year during the
three year period.
Cost of products sold as a percentage of sales for 1995, 1994 and 1993 were
72.8%, 71.9% and 72.9%. Gross margins improved in 1994, primarily due to the
volume gains discussed above. Gross margins narrowed in 1995 due in part to a
slowdown in sales of our catalog connector products, price pressure in the Far
East and lower margins on the cable assembly business acquired in 1995.
Selling and administrative expenses as a percentage of sales were 13.3%,
13.4% and 14.9% in 1995, 1994 and 1993. Reductions in legal and other
professional fees and volume gains in 1995 and 1994 were largely responsible
for the improvement over 1993.
The effective income tax rates were 36.1%, 37.3% and 34.6% for the years
ended April 30, 1995, 1994 and 1993. The effective income tax rates exceed the
statutory federal rate of 35% (34% in 1993) because of the effect of state
income taxes partially offset by lower statutory rates on foreign operations.
Fiscal 1993 benefitted from tax-free earnings of a foreign subsidiary granted
full tax holiday status through December, 1992.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $37,320,000, $16,896,000 and
$18,626,000 in 1995, 1994 and 1993, respectively. The decrease in 1994 from
1993 was primarily the result of increased accounts receivable and inventory
levels due to higher sales volumes. The increases in 1995 were primarily the
result of a leveling off of working capital requirements and increased net
income. The molded cable assembly business acquisition, previously mentioned
above, was purchased for cash of just under $2,600,000. Capital expenditures
and depreciation expenses were $17,422,000 and $10,608,000 in 1995, $12,697,000
and $8,988,000 in 1994, and $16,963,000 and $7,809,000 in 1993. Capital
spending included the purchase of a new test lab facility in 1995 and the
purchase of two manufacturing facilities and expansion of a third in 1993.
Comparable expenditures were not made in 1994. It is presently expected that
fixed asset additions for fiscal 1996 will approximate $20,000,000 and will be
financed with internally generated funds.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14 for an Index to Financial Statements and Financial Statement
Schedules. Such Financial Statements and Schedules are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the directors of the Registrant is included under the
caption "Election of Directors" in the Registrant's proxy statement to be dated
on or about August 10, 1995, and is incorporated herein by reference.
Information regarding the executive officers of the Registrant is included
under a separate caption in Part I hereof, and is incorporated herein by
reference, in accordance with General Instruction G(3) to Form 10-K and
Instruction 3 to Item 401(b) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding the above is included under the caption "Executive
Compensation" in the Registrant's proxy statement to be dated on or about
August 10, 1995 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding the above is included under the caption "Security
Ownership" in the Registrant's proxy statement to be dated on or about August
10, 1995 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding the above is included under the caption "Election of
Directors" in the Registrant's proxy statement to be dated on or about August
10, 1995 and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) (2) LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The response to this portion of Item 14 is included in this report under
the caption "List of Financial Statements and Financial Statement
Schedules" which is incorporated herein by reference.
(a) (3) LIST OF EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
See "Exhibit Index" immediately following the financial statement
schedules.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
See "Exhibit Index" immediately following the financial statement
schedules.
(d) FINANCIAL STATEMENT SCHEDULES
The response to this portion of Item 14 is included in this report under the
caption "List of Financial Statements and Financial Statement Schedules" which
is incorporated herein by reference.
Schedules and exhibits other than those listed are omitted for the reasons
that they are not required, are not applicable or that equivalent information
has been included in the financial statements, and notes thereto, or elsewhere
herein.
7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
(Registrant)
By: _________________________________
Kevin J. Hayes
Vice President, Treasurer &
Director
Dated: July 28, 1995
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
Chairman of the Board & July 28, 1995
____________________________________ Director (Principal
William J. McGinley Executive Officer)
President & Director July 28, 1995
____________________________________
William T. Jensen
Senior Executive Vice July 28, 1995
____________________________________ President & Director
Michael G. Andre
Vice President, Treasurer & July 28, 1995
____________________________________ Director
Kevin J. Hayes
President, Optical July 28, 1995
____________________________________ Interconnect Products
James W. McGinley Group, & Director
Secretary & Director July 28, 1995
____________________________________
James W. Ashley
Director July 28, 1995
____________________________________
William C. Croft
Director July 28, 1995
____________________________________
Raymond J. Roberts
Director July 28, 1995
____________________________________
George C. Wright
8
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
FORM 10-K
ITEM 14(A)(1) AND (2)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Methode Electronics, Inc.
and subsidiaries are included in Item 8:
Consolidated Balance Sheets--April 30, 1995 and 1994
Consolidated Statements of Income--Years Ended April 30, 1995, 1994,
and 1993
Consolidated Statements of Shareholders' Equity--Years Ended April 30,
1995, 1994, and 1993
Consolidated Statements of Cash Flows--Years Ended April 30, 1995,
1994, and 1993
Notes to Consolidated Financial Statements
The schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inappropriate and, therefore, have been omitted.
9
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Methode Electronics, Inc.
We have audited the accompanying consolidated balance sheets of Methode
Electronics, Inc. and subsidiaries as of April 30, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the three years in the period ended April 30, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial position of Methode
Electronics, Inc. and subsidiaries at April 30, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended April 30, 1995, in conformity with generally
accepted accounting principles.
Ernst & Young LLP
Chicago, Illinois
June 20, 1995
10
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30,
--------------------------
1995 1994
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents......................... $ 40,763,656 $ 26,785,962
Accounts receivable, less allowance
(1995--$1,295,000; 1994--$1,200,000)............. 39,467,500 36,984,273
Inventories:
Finished products............................... 5,213,948 3,650,084
Work in process................................. 16,863,248 17,856,713
Materials....................................... 10,845,224 6,107,491
------------ ------------
32,922,420 27,614,288
Current deferred income taxes..................... 3,601,000 3,434,000
Prepaid expenses.................................. 2,939,338 2,216,332
------------ ------------
Total current assets.......................... 119,693,914 97,034,855
OTHER ASSETS
Intangible benefit plan asset (Note 5).............. 4,269,525 4,937,257
Cash surrender value of life insurance.............. 5,019,519 4,525,888
Other............................................... 6,346,333 5,678,415
------------ ------------
15,635,377 15,141,560
PROPERTY, PLANT, AND EQUIPMENT
Land................................................ 1,184,310 1,171,347
Buildings and building improvements................. 28,222,215 24,165,838
Machinery and equipment............................. 103,334,376 88,112,517
------------ ------------
132,740,901 113,449,702
Less: Allowances for depreciation................... 76,574,297 64,995,753
------------ ------------
56,166,604 48,453,949
------------ ------------
$191,495,895 $160,630,364
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................. $ 19,997,465 $ 16,824,661
Salaries, wages, and payroll taxes................ 5,977,969 5,349,652
Other accrued expenses............................ 10,410,379 8,120,262
Income taxes...................................... 2,219,351 2,551,584
Notes payable..................................... 5,067,450 5,330,413
------------ ------------
Total current liabilities..................... 43,672,614 38,176,572
Accumulated benefit plan obligation (Note 5)........ 3,629,330 4,218,764
Other liabilities................................... 2,616,815 4,361,120
Deferred compensation............................... 6,654,879 5,997,203
SHAREHOLDERS' EQUITY (NOTE 3)
Common Stock, Class A............................... 11,025,006 10,967,861
Common Stock, Class B............................... 640,483 642,846
Stock Awards........................................ (988,015) (720,064)
Additional paid-in capital.......................... 17,106,383 14,795,130
Retained earnings................................... 104,322,709 80,963,058
Foreign currency translation adjustment............. 2,859,897 1,272,080
------------ ------------
134,966,463 107,920,911
Less: Cost of shares in treasury.................... 44,206 44,206
------------ ------------
134,922,257 107,876,705
------------ ------------
$191,495,895 $160,630,364
============ ============
See notes to consolidated financial statements.
11
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED APRIL 30,
--------------------------------------
1995 1994 1993
------------ ------------ ------------
Income:
Net sales (Note 9).................... $270,747,848 $213,297,846 $172,038,319
Other................................. 3,732,237 2,461,106 1,693,089
------------ ------------ ------------
274,480,085 215,758,952 173,731,408
Costs and expenses:
Cost of products sold................. 197,215,648 153,370,316 125,483,416
Selling and administrative expenses... 36,056,404 28,513,994 25,428,656
Interest expense...................... 361,644 398,215 271,725
------------ ------------ ------------
233,633,696 182,282,525 151,183,797
------------ ------------ ------------
Income from continuing operations before
income taxes........................... 40,846,389 33,476,427 22,547,611
Income taxes (Note 6)................... 14,725,000 12,500,000 7,800,000
------------ ------------ ------------
Income from continuing operations....... 26,121,389 20,976,427 14,747,611
Gain on sale of business less applicable
tax of $460,000 (Note 2)............... -- -- 690,000
------------ ------------ ------------
Net income.............................. $ 26,121,389 $ 20,976,427 $ 15,437,611
============ ============ ============
Amounts per Common Share (Note 3):
Income from continuing operations..... $1.13 $.91 $.65
Net income............................ $1.13 $.91 .68
Cash dividends:
Class A............................. $.12 $.05 .04
Class B............................. $.10 $.04 .04
Weighted average number of Common
Shares outstanding................... 23,114,000 23,004,000 22,613,000
See notes to consolidated financial statements.
12
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED APRIL 30, 1995, 1994, AND 1993
FOREIGN
COMMON COMMON ADDITIONAL CURRENCY
STOCK, STOCK, STOCK PAID-IN RETAINED TRANSLATION TREASURY
CLASS A CLASS B AWARDS CAPITAL EARNINGS ADJUSTMENT STOCK
----------- -------- ---------- ----------- ------------- ----------- --------
Balance at May 1, 1992.. $ 5,045,908 $658,348 $ (810,447) $15,211,183 $ 46,661,829 $ 865,576 $(44,206)
Stock Award grant of
37,660 shares of Common
Stock, Class A......... 18,830 -- (605,989) 587,159 -- -- --
Earned portion of Stock
Awards................. -- -- 916,149 -- -- -- --
Tax benefit from
appreciation of Stock
Awards................. -- -- -- 201,000 -- -- --
One hundred percent
stock dividend paid in
Common Stock, Class A.. 5,723,086 -- -- (5,723,086) -- -- --
Issuance of 119,690
shares of Common Stock,
Class A (Note 2)....... 59,845 -- -- 1,481,155 -- -- --
Conversion of 22,982
shares of Common Stock,
Class B, to 22,982
shares of Common Stock,
Class A................ 11,491 (11,491) -- -- -- -- --
Foreign currency
translation adjustment. -- -- -- -- -- (1,563) --
Net income for the year. -- -- -- -- 15,437,611 -- --
Cash dividends on Common
Stock.................. -- -- -- -- (934,319) -- --
----------- -------- ---------- ----------- ------------- ---------- --------
Balance at April 30,
1993................... 10,859,160 646,857 (500,287) 11,757,411 61,165,121 864,013 (44,206)
Stock Award grant of
106,885 shares of
Common Stock, Class A.. 53,443 -- (1,229,178) 1,175,735 -- -- --
Earned portion of Stock
Awards................. -- 1,009,401 -- -- -- --
Tax benefit from
appreciation of Stock
Awards................. -- -- -- 788,000 -- -- --
Issuance of 102,496
shares of Common Stock,
Class A (Note 2)....... 51,247 -- -- 1,073,984 -- -- --
Conversion of 8,024
shares of Common Stock,
Class B, to 8,024
shares of Common Stock,
Class A................ 4,011 (4,011) -- -- -- -- --
Foreign currency
translation adjustment. -- -- -- -- -- 408,067 --
Net income for the year. -- -- -- -- 20,976,427 -- --
Cash dividends on Common
Stock.................. -- -- -- -- (1,178,490) -- --
----------- -------- ---------- ----------- ------------- ---------- --------
Balance at April 30,
1994................... 10,967,861 642,846 (720,064) 14,795,130 80,963,058 1,272,080 (44,206)
Stock Award grant of
109,565 shares of
Common Stock, Class A.. 54,782 -- (1,767,035) 1,712,253 -- -- --
Earned portion of Stock
Awards................. -- -- 1,499,084 -- -- -- --
Tax benefit from
appreciation of Stock
Awards................. -- -- -- 599,000 -- -- --
Conversion of 4,725
shares of Common Stock,
Class B, to 4,725
shares of Common Stock,
Class A................ 2,363 (2,363) -- -- -- -- --
Foreign currency
translation adjustment. -- -- -- -- -- 1,587,817 --
Net income for the year. -- -- -- -- 26,121,389 -- --
Cash dividends on Common
Stock.................. -- -- -- -- (2,761,738) -- --
----------- -------- ---------- ----------- ------------- ---------- --------
Balance at April 30,
1995................... $11,025,006 $640,483 $(988,015) $17,106,383 $104, 322,709 $2,859,897 $(44,206)
=========== ======== ========== =========== ============= ========== ========
See notes to consolidated financial statements.
13
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED APRIL 30,
-------------------------------------
1995 1994 1993
----------- ----------- -----------
OPERATING ACTIVITIES
Income from continuing operations...... $26,121,389 $20,976,427 $14,747,611
Adjustments to reconcile income from
continuing operations to net cash
provided by operating activities:
Provision for depreciation and
amortization........................ 10,608,121 8,988,054 7,808,734
Provision for losses on accounts
receivable.......................... 157,000 155,000 279,000
Provision for deferred compensation
and supplemental executive benefit
plan................................ 735,974 803,978 1,190,742
Provision for deferred income taxes.. 150,000 250,000 (1,132,000)
Amortization of Stock Awards......... 1,499,084 1,009,401 916,149
Changes in operating assets and
liabilities:
Accounts receivable................ (2,640,227) (10,247,415) (8,163,583)
Inventories........................ (3,659,668) (8,511,944) (3,573,186)
Prepaid expenses................... (355,103) (936,757) (161,529)
Accounts payable and accrued
expenses.......................... 4,703,232 4,409,463 5,644,305
----------- ----------- -----------
37,319,802 16,896,207 17,556,243
Discontinued operations................ -- -- 1,069,829
----------- ----------- -----------
Net cash provided by operating
activities............................ 37,319,802 16,896,207 18,626,072
INVESTING ACTIVITIES
Purchases of property, plant, and
equipment............................. (17,421,612) (12,696,706) (16,963,063)
Purchase of subsidiaries (Note 2)...... (2,593,063) -- --
Purchases of life insurance policies... (493,631) (598,672) (669,626)
Proceeds from sale of business......... -- -- 833,507
Other.................................. 287,899 (209,518) (85,937)
----------- ----------- -----------
Net cash used in investing activities.. (20,220,407) (13,504,896) (16,885,119)
FINANCING ACTIVITIES
Borrowings (repayments) on lines of
credit and long-term borrowings....... (359,963) 2,671,421 1,302,046
Dividends.............................. (2,761,738) (1,178,490) (934,319)
----------- ----------- -----------
Net cash provided by (used in)
financing activities.................. (3,121,701) 1,492,931 367,727
----------- ----------- -----------
Increase in cash and cash equivalents.. 13,977,694 4,884,242 2,108,680
Cash and cash equivalents at beginning
of year............................... 26,785,962 21,901,720 19,793,040
----------- ----------- -----------
Cash and cash equivalents at end of
year.................................. $40,763,656 $26,785,962 $21,901,720
=========== =========== ===========
See notes to consolidated financial statements.
14
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts and operations of
the Company and its subsidiaries, all of which are wholly owned.
Cash Equivalents
All highly liquid investments with a maturity of three months or less when
purchased are carried at their approximate fair value and classified in the
balance sheet as cash equivalents.
Inventories
Inventories are stated at the lower of cost (first in, first out method) or
market.
Property, Plant and Equipment
Properties are stated on the basis of cost. The Company amortizes such costs
by annual charges to income, computed on the straight-line method for financial
reporting purposes and on accelerated methods for income tax purposes.
Research and Development Costs
Costs associated with the development of new products are charged to expense
when incurred. Research and development costs for continuing operations for the
years ended April 30, 1995, 1994, and 1993 amounted to $14,120,000,
$11,120,000, and $8,880,000, respectively.
Earnings Per Share
Net income per Common Share is based on the weighted average number of Common
Shares outstanding. The dilutive effect on net income per Common Share assuming
the vesting of unearned Stock Awards is not significant.
Fair Value of Financial Instruments
The carrying amounts of the Company's borrowings under its short-term
revolving credit agreements approximate their fair value. The weighted average
interest rates on such borrowings for the years ended April 30, 1995, 1994, and
1993 were 5.28%, 4.51%, and 2.91%, respectively.
2. ACQUISITIONS AND DISPOSALS
On September 9, 1994, the Company purchased for cash, a molded cable assembly
business with operations located in North Haven, Connecticut, and Limerick,
Ireland.
On April 30, 1993, the Company issued 119,690 shares of Common Stock, Class
A, as an advance on the purchase of Mikon, Ltd., a manufacturer of fiber-optic
cable assemblies located in England. On June 28, 1993, 102,496 additional
shares of Common Stock, Class A, were issued upon completion of this
acquisition.
Both acquisitions were accounted for as purchases. Had these acquisitions
been made as of the beginning of fiscal 1993, sales and operating results would
not have been materially different than reported.
On February 8, 1993, the Company sold the operations of Trace Instruments Co.
Inc., a manufacturer of automatic circuit verification test equipment. The
operating results of Trace have been reflected as discontinued operations for
all years presented. Net sales for Trace were $2,286,570 in 1993.
15
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
3. SHAREHOLDERS' EQUITY
Preferred Stock
The Company has 50,000 authorized shares of Series A, 4% cumulative
convertible Preferred Stock, par value $100 per share, of which none was
outstanding at April 30, 1995.
Common Stock
Common Stock, Class A, is entitled to dividends at least equivalent to those
paid on the shares of Common Stock, Class B. The Common Stock, Class A, has
more limited voting rights than the Common Stock, Class B. Generally the
holders of Common Stock, Class A, are entitled to elect 25% of the Company's
Board of Directors and are entitled to one-tenth of one vote per share
respecting other matters. Holders of Common Stock, Class B, are entitled to one
vote per share. Each share of Common Stock, Class B, is convertible into one
share of Common Stock, Class A, at the option of the holder. At April 30, 1995,
1,953,894 shares of Common Stock, Class A, are reserved for future issuance in
connection with the conversion of shares of Common Stock, Class B, and the
Company's Incentive Stock Award Plans.
Common Stock, par value $.50 per share, authorized, issued and in treasury,
was as follows:
APRIL 30, 1995 APRIL 30, 1994
COMMON STOCK COMMON STOCK
-------------------- --------------------
CLASS A CLASS B CLASS A CLASS B
---------- --------- ---------- ---------
Authorized...................... 50,000,000 5,000,000 50,000,000 5,000,000
Issued.......................... 22,050,012 1,280,966 21,935,722 1,285,691
In treasury..................... 85,400 12,200 85,400 12,200
Stock Awards
The Company has an Incentive Stock Award Plan (Incentive Plan) which permits
the issuance of up to 2,000,000 shares of Common Stock, Class A, to certain
officers and key employees of the Company, of which 1,413,822 shares have been
awarded through April 30, 1995. Pursuant to the terms of the Incentive Plan,
the granted stock does not vest until two years after the award date. If, for
any reason other than retirement, disability, or death an employee terminates
his service before the two-year period, the stock will not vest and will be
made available for future grants.
The Company also has an Incentive Stock Award Plan for Nonemployee Directors
which permits the issuance of up to 80,000 shares of Common Stock, Class A, to
nonemployee directors, of which 56,000 shares have been awarded at April 30,
1995. Shares awarded pursuant to this plan have no vesting restrictions.
4. EMPLOYEE STOCK OWNERSHIP PLAN
The Company has an Employee Stock Ownership Plan for the benefit of full-time
employees who have completed one year of service. The purpose of the Plan is to
assist employees to accumulate capital ownership in the Company and through
that ownership to promote in them a strong interest in the successful operation
of the Company. The Company made cash contributions of $1,200,000, $1,100,000,
and $900,000 to the Plan during fiscal 1995, 1994, and 1993, respectively.
5. SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
In fiscal 1992, the Company adopted an unfunded defined-benefit plan covering
certain key executives. Benefits under the Plan are in recognition of
significant contributions to the success of the Company made by the executives
during their many years of service with the Company prior to adoption of the
Plan. Annual payments of $900,000 pursuant to the plan are being made through
fiscal year 2001.
16
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The net periodic cost recognized as expense for this plan was as follows:
PRIOR SERVICE COSTS INTEREST TOTAL
------------------- -------- ----------
1995.............................. $667,732 $310,566 $ 978,298
1994.............................. 667,732 348,426 1,016,158
1993.............................. 667,732 420,806 1,088,538
The weighted-average assumed discount rate used to measure the projected
benefit obligation in all years was 6 2/3%.
6. INCOME TAXES
Effective May 1, 1993, the Company changed its method of accounting for
income taxes as required by Statement of Financial Accounting Standards (SFAS)
No. 109, "Accounting for Income Taxes." As permitted by SFAS No. 109, the
Company has elected not to restate the consolidated financial statements of any
prior periods to apply the provisions of SFAS No. 109. The cumulative effect on
prior years of this change in accounting for income taxes as of May 1, 1993 and
the effect of this change on the provision for income taxes for the year ended
April 30, 1994 were not material.
Under SFAS No. 109, the liability method is used in accounting for income
taxes. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. Prior to the adoption
of SFAS No. 109, income tax expense was determined using the deferred method.
Deferred tax expense was based on items of income and expense that were
reported in different years in the financial statements and tax returns and
were measured at the tax rate in effect in the year the difference originated.
Significant components of the Company's deferred tax assets and liabilities
as of April 30 were as follows:
1995 1994
---------- ----------
Deferred tax liabilities:
Accelerated tax depreciation..................... $4,208,000 $3,962,000
Other............................................ 61,000 61,000
---------- ----------
Total deferred tax liabilities................. 4,269,000 4,023,000
Deferred tax assets:
Deferred compensation and Stock Awards........... 3,503,000 2,961,000
Inventory valuation differences.................. 1,608,000 1,768,000
Environmental reserves........................... 1,403,000 2,090,000
Other accruals................................... 1,641,000 1,286,000
Net operating loss carryforwards................. 165,000 550,000
---------- ----------
8,320,000 8,655,000
Less: Valuation allowance.......................... 165,000 550,000
---------- ----------
Total deferred tax assets...................... 8,155,000 8,105,000
---------- ----------
Net deferred tax assets........................ $3,886,000 $4,082,000
========== ==========
Net current deferred tax assets.................... $3,601,000 $3,434,000
Net noncurrent deferred tax assets................. 285,000 648,000
---------- ----------
$3,886,000 $4,082,000
========== ==========
17
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Income taxes on income from continuing operations consisted of the following:
1995 1994 1993
----------- ----------- ----------
Current:
Federal............................. $11,726,000 $ 9,994,000 $7,342,000
Foreign............................. 324,000 161,000 --
State............................... 2,525,000 2,095,000 1,590,000
----------- ----------- ----------
14,575,000 12,250,000 8,932,000
Deferred (credit)..................... 150,000 250,000 (1,132,000)
----------- ----------- ----------
$14,725,000 $12,500,000 $7,800,000
=========== =========== ==========
A reconciliation of the consolidated provisions for income taxes to amounts
determined by applying the prevailing statutory federal income tax rate (35% in
1995 and 1994 and 34% in 1993) to pretax earnings is as follows:
1995 1994 1993
----------- ----------- ----------
Income tax at statutory rate....... $14,296,000 $11,717,000 $7,666,000
Effect of:
State income taxes............... 1,641,000 1,362,000 1,049,000
Foreign operations with lower
statutory rates................. (865,000) (444,000) (819,000)
Other--Net....................... (347,000) (135,000) (96,000)
----------- ----------- ----------
Income tax provision............... $14,725,000 $12,500,000 $7,800,000
=========== =========== ==========
Deferred income tax credits for the fiscal year 1993 resulted from the
following:
Accelerated depreciation for tax purposes................... $ (87,000)
Deferred compensation and Stock Awards...................... (665,000)
Other--Net.................................................. (380,000)
-----------
$(1,132,000)
===========
The Company paid income taxes of approximately $14,147,000 in 1995,
$9,885,000 in 1994, and $7,297,000 in 1993. No provision has been made for
income taxes of approximately $4,500,000 at April 30, 1995, which would be
payable should undistributed net income of $11,623,000 of foreign operations be
distributed as dividends, as the Company plans to continue these foreign
operations and does not contemplate such distributions in the foreseeable
future.
7. ENVIRONMENTAL MATTERS
The Company is involved in environmental investigation and/or remediation at
certain of its present plant sites. The Company is not yet able to determine
when such remediation activity will be complete.
At April 30, 1995 and 1994, the Company had accruals, primarily based upon
independent engineering studies, for environmental matters of approximately
$4,000,000 and $5,700,000, respectively. The Company believes the provisions it
has made for environmental matters are adequate to satisfy its liabilities
relating to such matters.
In 1995, the Company spent $1,615,000 on remediation cleanups and related
studies compared with $502,000 in 1994, and $529,000 in 1993. In 1995, the
costs associated with environmental matters as they relate to day-to-day
activities were not material.
18
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. PENDING LITIGATION
Certain litigation arising in the normal course of business is pending
against the Company. The Company is of the opinion that the resolution of such
litigation will not have a significant effect on the consolidated financial
statements of the Company.
9. DESCRIPTION OF BUSINESS
The Company operates in one industry segment, which consists of the
manufacture of electronic components that connect, convey and control
electrical energy, pulse and signal, including connectors, interconnect
devices, controls, printed circuits, and current-carrying distribution systems.
The Company manufactures products with applications in the automotive,
computer, voice and data communications, industrial, military and aerospace,
and consumer electronics industries.
Sales to two automotive customers approximated 42%, 45%, and 33% of net sales
from continuing operations in the years ended April 30, 1995, 1994, and 1993,
respectively.
At April 30, 1995 and 1994, accounts receivable from customers in the
automotive industry were approximately $22,147,000 and $24,511,000,
respectively. Receivables are generally due within 30 days. Credit losses
relating to all customers consistently have been within management's
expectation.
Information about the Company's continuing operations in different geographic
regions is as follows:
1995 1994 1993
------------ ------------ ------------
Net sales:
Domestic....................... $226,024,411 $185,898,114 $152,228,034
Far East....................... 18,931,172 17,981,519 16,010,775
Europe......................... 25,792,265 9,418,213 3,799,510
------------ ------------ ------------
$270,747,848 $213,297,846 $172,038,319
============ ============ ============
Operating profit (loss):
Domestic....................... $ 37,237,411 $ 31,254,421 $ 19,756,078
Far East....................... 55,404 1,756,373 3,138,632
Europe......................... 2,421,373 56,857 (728,982)
Income and expenses not
allocated to areas............ 1,132,201 408,776 381,883
------------ ------------ ------------
$ 40,846,389 $ 33,476,427 $ 22,547,611
============ ============ ============
Assets:
Domestic....................... $155,850,737 $134,838,931 $110,494,977
Far East....................... 23,434,566 21,262,994 16,684,328
Europe......................... 12,210,592 4,528,439 1,849,218
------------ ------------ ------------
$191,495,895 $160,630,364 $129,028,523
============ ============ ============
19
METHODE ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
10. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of unaudited quarterly results of operations for
the two years ended April 30, 1995.
FISCAL YEAR 1995
QUARTER ENDED
-----------------------------------------------
JULY 31 OCTOBER 31 JANUARY 31 APRIL 30
----------- ----------- ----------- -----------
Net sales................ $57,763,484 $66,783,591 $67,386,826 $78,813,947
Gross profit............. 16,782,481 17,788,071 17,877,752 21,083,896
Net income............... 5,828,945 5,990,362 5,964,812 8,337,270
Net income per Common
Share................... .25 .26 .26 .36
FISCAL YEAR 1994
QUARTER ENDED
-----------------------------------------------
JULY 31 OCTOBER 31 JANUARY 31 APRIL 30
----------- ----------- ----------- -----------
Net sales................ $43,512,333 $52,972,189 $52,985,895 $63,827,429
Gross profit............. 11,691,905 14,635,286 14,673,667 18,926,672
Net income............... 3,598,133 4,881,691 5,138,063 7,358,540
Net income per Common
Share................... .16 .21 .22 .32
20
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ----------
3.1 Certificate of Incorporation of Registrant, as amended
and currently in effect(1)
3.2 By-Laws of Registrant, as amended and currently in ef-
fect(1)
4.1 Article Fourth of Certificate of Incorporation of Reg-
istrant, as amended and currently in effect (Included
in Exhibit 3.1)
10.1 Methode Electronics, Inc. Employee Stock Ownership Plan
dated February 24, 1977(3)*
10.2 Methode Electronics, Inc. Employee Stock Ownership Plan
and Trust Amendment No. 1(3)*
10.3 Methode Electronics, Inc. Employee Stock Ownership
Trust(3)*
10.4 Methode Electronics, Inc. Employee Stock Ownership
Trust--Amendment No. 1(3)*
10.5 Letter Agreement dated December 27, 1978, between the
Registrant and Kevin Hayes regarding management bo-
nus(2)*
10.6 Letter Agreement dated December 27, 1978, between the
Registrant and William T. Jensen regarding management
bonus(2)*
10.7 Letter Agreement dated December 27, 1978, between the
Registrant and William J. McGinley regarding management
bonus(2)*
10.8 Lease Agreement between the City of Carthage, Illinois
and Carthage Precision Electric Co.(4) dated as of June
1, 1975(2)
10.9 Supplemental Lease Agreement between the City of Car-
thage, Illinois and Carthage Precision Electric Co.(4)
dated as of June 1, 1977(2)
10.10 Supplemental Lease Agreement between the City of Car-
thage, Illinois and Carthage Precision Electric Co.(4)
dated as of April 1, 1983(5)
10.11 Methode Electronics, Inc. Incentive Stock Award
Plan(5)*
10.12 Methode Electronics, Inc. Supplemental Executive Bene-
fit Plan(6)*
10.13 Methode Electronics, Inc. Managerial Bonus and Matching
Bonus Plan (also referred to as the Longevity Contin-
gent Bonus Program)(6)*
10.14 Methode Electronics, Inc. Capital Accumulation Plan(6)*
10.15 Incentive Stock Award Plan for Non-Employee Direc-
tors(7)*
10.16 Methode Electronics, Inc. 401(k) Savings Plan(7)*
10.17 Methode Electronics, Inc. 401(k) Savings Trust(7)*
10.18 Methode Electronics, Inc. Electronic Controls Division
Cash and Class A Common Stock Bonus Plan(8)*
11 Computation of Earnings per Common Share 23
21 Subsidiaries of the Registrant 24
23.1 Consent of Independent Auditors 25
27 Financial Data Schedules 26
- --------
(1) Previously filed with Registrant's Form S-3 Registration Statement No. 33-
61940 filed April 30, 1993 and incorporated herein by reference.
(2) Previously filed with Registrant's Registration Statement No. 2-80666 filed
December 1, 1982 and incorporated herein by reference.
(3) Previously filed with Registrant's S-8 Registration Statement No. 2-60613
and incorporated herein by reference.
21
(4) Carthage Precision Electric Co., a former subsidiary of the Registrant, was
merged into the Registrant on July 30, 1984.
(5) Previously filed with Registrant's Registration Statement No. 2-92902 filed
August 23, 1984 and incorporated herein by reference.
(6) Previously filed with Registrant's Form 10-Q for three months ended January
31, 1994 and incorporated herein by reference.
(7) Previously filed with Registrant's Form 10-K for the year ended April 30,
1994 and incorporated herein by reference.
(8) Previously filed with Registrant's S-8 Registration Statement No. 33-88036
and incorporated herein by reference.
*Management contract or compensatory plan or arrangement required to be filed
as an exhibit to this Annual Report on Form 10-K pursuant to Item 14(c) of
Form 10-K.
22