UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

FORM 10-Q

 

(Mark One)

 

 

Commission file number 0-2816

 

 

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.

 

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

At December 5, 2003, Registrant had 35,435,461 shares of Class A Common Stock and 337,705 shares of Class B Common Stock outstanding.

 

 

INDEX

 

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

 

PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements (unaudited)
	Condensed consolidated balance sheets as of October 31, 2003 and April 30, 2003
	Condensed consolidated statements of income  — Three months and six months ended October 31, 2003 and 2002
	Condensed consolidated statements of cash flows — Six months ended October 31, 2003 and 2002
	Notes to condensed consolidated financial statements — October 31, 2003
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosure About Market Risk
Item 4.		Controls and Procedures
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings
Item 6.		Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

             METHODE ELECTRONICS, INC. AND SUBSIDIARIES

             CONDENSED CONSOLIDATED BALANCE SHEETS

             (in thousands)

 

		October 31, 2003			April 30, 2003
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	61,334		$	64,261
Accounts receivable, net		66,235			58,246
Inventories:
Finished products		8,297			6,895
Work in process		16,040			17,845
Materials		6,761			7,196
		31,098			31,936
Deferred income taxes		7,887			7,887
Prepaid expenses		4,221			4,965
Other current assets		—			7,868
TOTAL CURRENT ASSETS		170,775			175,163
PROPERTY, PLANT AND EQUIPMENT		239,168			229,586
Less allowance for depreciation		155,994			146,684
		83,174			82,902
GOODWILL, net		18,077			18,077
INTANGIBLE ASSETS, net		24,336			25,458
OTHER ASSETS		14,754			13,874
		$	311,116		$	315,474
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts and notes payable		$	24,830		$	24,515
Other current liabilities		27,608			24,801
TOTAL CURRENT LIABILITIES		52,438			49,316
OTHER LIABILITIES		3,804			6,345
DEFERRED COMPENSATION		4,731			4,808
SHAREHOLDERS’ EQUITY
Common Stock		18,097			18,316
Paid in capital		38,573			36,584
Retained earnings		192,296			201,845
Other shareholders’ equity		1,177			(1,740		)
		250,143			255,005
		$	311,116		$	315,474

 

See notes to condensed consolidated financial statements.

 

1

 

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except per share data)

 

		Three Months Ended October 31,						Six Months Ended October 31,
		2003			2002			2003			2002
INCOME
Net sales		$	94,502		$	96,823		$	172,460		$	176,864
Other		731			23			1,350			431
		95,233			96,846			173,810			177,295
COSTS AND EXPENSES
Cost of products sold		74,377			76,274			136,385			138,897
Selling and administrative expenses		11,520			11,907			21,432			21,845
		85,897			88,181			157,817			160,742
Income from operations		9,336			8,665			15,993			16,553
Interest, net		52			291			239			574
Other, net		38			221			(540		)	(1,217		)
Income before income taxes		9,426			9,177			15,692			15,910
Income taxes		2,970			3,000			4,945			5,150
NET INCOME		$	6,456		$	6,177		$	10,747		$	10,760
Basic and diluted earnings per common share		$	0.18		$	0.17		$	0.30		$	0.30
Cash dividends per common share		$	0.05		$	0.05		$	0.10		$	0.10
Weighted average number of common shares outstanding:
Basic		35,714			36,168			35,945			36,154
Diluted		36,032			36,360			36,219			36,400

 

See notes to condensed consolidated financial statements.

 

2

 

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)

 

		Six Months Ended October 31,
		2003			2002
OPERATING ACTIVITIES
Net income		$	10,747		$	10,760
Provision for depreciation and amortization		10,078			7,898
Changes in operating assets and liabilities		(2,846		)	8,705
Other		103			13
NET CASH PROVIDED BY OPERATING ACTIVITIES		18,082			27,376
INVESTING ACTIVITIES
Purchases of property, plant and equipment		(7,378		)	(8,612		)
Payments for acquired businesses		(1,956		)	—
Collection of note receivable from a related party		6,000			—
Other		3			(669		)
NET CASH USED IN INVESTING ACTIVITIES		(3,331		)	(9,281		)
FINANCING ACTIVITIES
Purchase and retirement of Class B shares		(17,063		)	—
Options exercised		2,144			329
Dividends		(3,608		)	(3,618		)
Other		(78		)	—
NET CASH USED IN FINANCING ACTIVITIES		(18,605		)	(3,289		)
Effect of foreign exchange rate changes on cash		927			1,737
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,927		)	16,543
Cash and cash equivalents at beginning of period		64,261			49,902
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	61,334		$	66,445

 

See notes to condensed consolidated financial statements.

 

3

 

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

October 31, 2003

 

 

1.             BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three-month and six-month periods ended October 31, 2003 are not necessarily indicative of the results that may be expected for the year ending April 30, 2004.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2003.

 

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

Comprehensive income consists of net income and foreign currency translation adjustments and totaled $9.1 million and $6.5 million for the second quarters of fiscal 2004 and 2003, respectively, and $13.7 million and $15.8 million for the six months ended October 31, 2003 and 2002, respectively.

 

2.             RELATED PARTY TRANSACTIONS

 

The Company entered into an agreement dated August 19, 2002, and amended December 26, 2002, with the Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trusts (Marital Trusts), Jane R. McGinley, Margaret J. McGinley, James W. McGinley, and Robert R. McGinley to commence a tender offer to purchase all of the outstanding Class B Common Shares at a price of $20 per share in cash by the terms and conditions provided for in the agreement.

 

Under the agreement, the Trusts, the Jane R. McGinley Trust, James McGinley, Margaret J. McGinley and Robert McGinley were obligated to tender all of their Class B Common Shares in the offer. This represented an aggregate of 931,759 Class B Common Shares, or 85.7% of the then outstanding Class B Common Shares. The agreement provided that either the Company or the Trusts could terminate the agreement if the tender offer was not completed on or prior to May 31, 2003 provided that the party purporting to terminate was not the cause of the failure to be completed by such time.

 

On July 3, 2003, Dura Automotive Systems, Inc. (Dura) announced that it planned to commence a tender offer for all of the outstanding Class B Common Stock of the Company at a price of $23.00 per share in cash.  The tender offer, which commenced on July 8, 2003, was subject to certain conditions, including a majority of the Company’s Class B shares being tendered and not withdrawn and the holders of Class B Common Stock continuing to have the right to elect directors representing up to approximately 75 percent of the Company’s board of directors.

 

On July 14, 2003, the William J. McGinley Marital Trusts gave notice of termination of the Agreement dated August 19, 2002, as amended December 26, 2002.

 

As of July 18, 2003, the Company entered into an agreement with the Marital Trusts, the Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley, and Robert R. McGinley (collectively the “McGinley Family”), pursuant to which the McGinley Family sold 750,000 of its Class B Common Shares to the Company for $22.75 per share and agreed to vote their remaining Class B Common Shares in favor of a merger in which all then outstanding Class B Common Shares (including those held by the McGinley Family not previously sold to the Company) would receive $23.55 per share and the Class A Common Shares will be converted into new Methode common stock (the “Merger).   The Merger is subject to approval by the affirmative vote of a majority of the Company’s outstanding shares at a special shareholders’ meeting to be held on January 8, 2004.

 

4

 

On August 5, 2003 Dura amended its offer (Revised Offer) to, among other things, increase the offering price to $50 per share, fund a special distribution of $0.35 per share to the holders of the Class A Common Shares, and support the payment to holders of Class A Common Shares of an additional $0.26 dividend from the Company’s own funds.  After careful consideration, including a review of the Revised Offer with the Company’s independent financial and legal advisors, the Board of Directors determined to recommend that the holders of Class B Common Shares not tender their shares into the offer.  This offer expired on November 17, 2003.

 

3.             INTANGIBLE ASSETS

 

The following tables present details of the Company’s intangible assets (in thousands):

 

		October 31, 2003
		Gross			Accumulated Amortization			Net
Customer relationships and agreements		$	19,025		$	2,423		$	16,602
Patents		7,957			1,375			6,582
Covenants not to compete		2,100			948			1,152
Total		$	29,082		$	4,746		$	24,336

 

		April 30, 2003
		Gross			Accumulated Amortization			Net
Customer relationships and agreements		$	18,993		$	996		$	17,997
Patents		7,255			1,156			6,099
Covenants not to compete		2,100			738			1,362
Total		$	28,348		$	2,890		$	25,458

 

The estimated aggregate amortization expense for each of the five fiscal years subsequent to 2003 is as follows (in thousands):

 

 

5

 

5.             EARNINGS PER SHARE

 

The following table sets forth the computation of basic and diluted earnings per share:

 

		Three Months Ended October 31,						Six Months Ended October 31,
		2003			2002			2003			2002
		(in thousands, except per share amounts)
Numerator - net income		$	6,456		$	6,177		$	10,747		$	10,760
Denominator:
Denominator for basic earnings per share-weighted-average shares		35,714			36,168			35,945			36,154
Dilutive potential common shares- employee stock options		318			192			274			246
Denominator for diluted earnings per share-adjusted weighted-average shares and assumed conversions		36,032			36,360			36,219			36,400
Basic and diluted earnings per share		$	.18		$	.17		$	.30		$	.30

 

 

Options to purchase 663,086 shares of Class A common stock at a weighted average option price of $13.19 per share were outstanding at October 31, 2003, but were not included in the computation of diluted earnings per share because the exercise prices were greater than the average market price of the Class A common stock and, therefore, the effect would be antidilutive.

 

Effective April 30, 2003, the Company adopted the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure.” As it relates to stock options, the Company continues to apply the provisions of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees.” Under APB No. 25, no compensation cost related to stock options granted has been recognized in the Company’s Consolidated Statements of Income because the option terms are fixed and the exercise price equals the market price of the underlying stock on the grant date.  In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” the fair value of option grants is estimated on the date of grant using the Black-Scholes option pricing model for pro forma footnote purpose s.

 

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to all its stock options outstanding during the periods presented:

 

6

 

		Three Months Ended October 31,						Six Months Ended October 31,
		2003			2002			2003			2002
Net income:
As reported		$	6,456		$	6,177		$	10,747		$	10,760
Less total stock based compensation expense determined under fair value based method for all awards, net of tax		(465		)	(416		)	(814		)	(760		)
Pro forma		$	5,991		$	5,761		$	9,933		$	10,000
Earnings per share:
As reported – basic and diluted		$	0.18		$	0.17		$	0.30		$	0.30
Pro forma:
Basic		0.17			0.16			0.28			0.28
Diluted		0.17			0.16			0.27			0.27

 

6.             SEGMENT INFORMATION

 

Methode Electronics, Inc. is a global manufacturer of component and subsystem devices.  The Company designs, manufactures and markets devices employing electrical, electronic, wireless, sensing and optical technologies.  Methode’s components are found in the primary end markets of the automotive, communications (including information processing and storage, networking equipment, wireless and terrestrial voice/data systems), aerospace, rail and other transportation industries; and the consumer and industrial equipment markets.

 

The Company reports three business segments: Electronic, Optical and Other.  The business units whose results are identified in the Electronic segment principally employ electronic processes to control and convey signals.  The business units whose results are identified in the Optical segment principally employ light to control and convey signals.  The Company’s business that manufactures bus systems as well as its independent laboratories, which provide services for qualification testing and certification of electronic and optical components, are included in the Other segment.

 

The Company allocates resources to and evaluates performance of its technology segments based on operating income. Transfers between technology segments are recorded using internal transfer prices set by the Company.

 

The table below presents information about the Company’s reportable segments (in thousands):

 

		Three Months Ended October 31, 2003
		Electronic			Optical			Other			Eliminations			Consolidated
Net sales to unaffiliated customers		$	84,533		$	4,987		$	4,982		$	—		$	94,502
Transfers between technology segments		1			—			158			(159		)	—
Total net sales		$	84,534		$	4,987		$	5,140		$	(159	)	$	94,502
Income before income taxes		$	12,218		$	347		$	633					$	13,198
Corporate expenses, net														(3,772		)
Total income before income taxes														$	9,426

 

7

 

		Three Months Ended October 31, 2002
		Electronic			Optical			Other			Eliminations			Consolidated
Net sales to unaffiliated customers		$	87,822		$	5,191		$	3,810		$	—		$	96,823
Transfers between technology segments		—			—			97			(97		)	—
Total net sales		$	87,822		$	5,191		$	3,907		$	(97	)	$	96,823
Income before income taxes		$	11,601		$	74		$	85					$	11,760
Corporate expenses, net														(2,583		)
Total income before income taxes														$	9,177

 

		Six Months Ended October 31, 2003
		Electronic			Optical			Other			Eliminations			Consolidated
Net sales to unaffiliated customers		$	153,220		$	8,805		$	10,435		$	—		$	172,460
Transfers between technology segments		1			—			224			(225		)	—
Total net sales		$	153,221		$	8,805		$	10,659		$	(225	)	$	172,460
Income before income taxes		$	20,578		$	256		$	1,215					$	22,049
Corporate expenses, net														(6,357		)
Total income before income taxes														$	15,692

 

		Six Months Ended October 31, 2002
		Electronic			Optical			Other			Eliminations			Consolidated
Net sales to unaffiliated customers		$	159,977		$	10,227		$	6,660		$	—		$	176,864
Transfers between technology segments		—			—			124			(124		)	—
Total net sales		$	159,977		$	10,227		$	6,784		$	(124	)	$	176,864
Income (loss) before income taxes		$	20,868		$	(17	)	$	41					$	20,892
Corporate expenses, net														(4,982		)
Total income before income taxes														$	15,910

 

7.             RESTRUCTURING

 

In the fourth quarter of fiscal 2002, in response to the weak economic conditions in the telecommunications and computer sectors, the Company implemented a restructuring plan in an effort to better align the Company’s operations with industry conditions.  The restructuring included integrating the operations of Duel Systems, Inc. and Adam Technologies, Inc. into the Company’s domestic and foreign interconnect products group and closing the California and New Jersey manufacturing and distribution operations.  Accrued expenses, primarily lease obligations that run through July 31, 2004, related to this restructuring remaining in other accrued expenses on the Consolidated Balance Sheets were (in thousands):

 

Balance April 30, 2003		$	267
Payments made		(121		)
Balance October 31, 2003		$	146

 

8

 

8.             PENDING LITIGATION

 

Certain litigation arising in the normal course of business is pending against the Company.  The Company is from time to time subject to various legal actions and claims incidental to its business, including those arising out of alleged defects, breach of contracts, product issues, employment-related matters and environmental matters.  Although the outcome of potential legal actions and claims cannot be determined, it is the opinion of the Company’s management, based on the information available at the time, that it has adequate reserves for these liabilities and that the ultimate resolution of these matters will not have a significant effect on the consolidated financial statements of the Company.

 

On September 13, 2002, a holder of 100 shares of Class A common stock filed a class action against Methode and certain of Methode’s directors on behalf of all holders of our Class A common stock and derivatively on behalf of Methode in the Court of Chancery of the State of Delaware. Plaintiff alleged in the Complaint that Methode’s directors breached their fiduciary duties of disclosure, care and loyalty by approving the agreement between Methode and the Trusts and the McGinley family members pursuant to which Methode agreed, among other things, to make a tender offer for the repurchase of all of our Class B common stock at a price of $20 per share.  Plaintiff further alleged in the Complaint that Methode’s board approved the tender offer for the repurchase of our Class B common stock, caused Methode to enter into certain employment agreements with Methode’s chairman of the board and certain of its officers and failed to disclose and misrepresented certain information in connection with Methode’s 2002 proxy statement, as part of a scheme to entrench the incumbent board and management.  Additionally, Plaintiff alleged in the Complaint that Methode’s directors, by approving the repurchase of the Class B common stock, diverted a corporate opportunity to receive a control premium away from Methode and the Class A stockholders. Plaintiff sought, among other things, to enjoin the repurchase of the Class B common stock, as well as other equitable relief.

 

On March 17, 2003, following the December 26, 2002 amendment of the original agreement between Methode and the Trusts and the McGinley family members to require a vote of the Class A common stockholders, the parties in this litigation entered into a memorandum of understanding providing for the settlement of this litigation. Pursuant to the terms of the memorandum of understanding, Methode agreed, among other things, that: (i) it would only proceed with the planned Methode tender offer if it is approved by the affirmative vote of the holders of shares having a majority of the shares of Class A common stock present or represented by proxy at the special meeting (excluding shares held by the Trusts and the McGinley family members); (ii) it would make certain revisions to the disclosures in the proxy statement in connection with the special meeting to approve the making of the planned Methode tender offer as requested by Plaintiff; and (iii) it would declare a special dividend of $0.04 per share of Class A common stock within 60 days following consummation of the planned Methode tender offer. If the offer was not consummated, this special dividend would not be declared or paid.

 

On July 1, 2003, a Stipulation and Agreement of Compromise Settlement and Release (the “Original Settlement Agreement”) was executed by the parties. Counsel for the parties conferred on certain revisions to be made to the disclosures in our preliminary proxy statement filed with the Securities and Exchange Commission in connection with the special meeting for our Class A common stockholders to approve the making of the planned Methode tender offer, and agreed to certain additional information, which was disclosed in the definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2003 and mailed to our stockholders on June 12, 2003.

 

On July 29, 2003, following the termination of the original agreement between Methode, the Trusts and the McGinley family members dated August 19, 2002, and amended December 26, 2002, and the execution of the agreement dated as of July 18, 2003 among Methode, the Trusts and the McGinley family members (the “McGinley Agreement”), the parties to the litigation entered into a stipulation and agreement of compromise, settlement and release (the “Settlement Agreement”) providing for the settlement of this litigation. Pursuant to the terms of the Settlement Agreement, Defendants agreed, among other things, that: (i) the amended agreement with the Trusts and the McGinley family members requiring the approval of the Class A common stockholders prior to making the planned tender offer by Methode was the result of this litigation and was a benefit to the Class A common stockholders and to Methode and its directors in responding to Dura’s offer and with respect to the decision to enter into the

 

9

 

McGinley Agreement, and (ii) Methode, acting through its board of directors, would declare and pay a special dividend of $0.04 per share of Class A common stock within 60 days following the acquisition of the balance of the shares of Class B common stock by merger or purchase. The Settlement Agreement also provides for the dismissal of this litigation with prejudice and release of all related claims against Methode and the director defendants.  The Court approved the settlement of this litigation in accordance with the terms of the Settlement Agreement on December 3, 2003.

 

On September 9, 2003, the Company was served with a purported class action complaint on behalf of certain holders of Methode’s Class B common stock in the Court of Chancery of the State of Delaware naming Methode, its directors and certain officers as defendants and alleging that the defendants breached their fiduciary duties with respect to the McGinley Agreement.  The Complaint sought, among other things, the entry of an order terminating and/or declaring void the McGinley Agreement and awarding unspecified damages and attorneys’ fees and costs.

 

On October 1, 2003, plaintiff filed an amended class action complaint, which, among other things, added a request for injunctive relief to preliminarily and permanently enjoin Methode from consummating the proposed merger or soliciting proxies related to the proposed merger.  On October 20, 2003, the court denied plaintiff’s motion for expedited proceedings and refused to schedule a hearing on plaintiff’s motion for a preliminary injunction.

 

The Company believes the allegations in the litigation are without merit, and all defendants have filed a motion to dismiss the action.

 

10

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Company’s business is managed on a technology product basis, with those technology segments being Electronic, Optical and Other. The business units whose results are identified in the Electronic segment principally employ electronic processes to control and convey signals.  The business units whose results are identified in the Optical segment principally employ light to control and convey signals.  The Other segment includes a manufacturer of bus systems and independent laboratories that provide services for qualification testing and certification of electronic and optical components.

 

Results of Operations

 

The following table sets forth certain income statement data as a percentage of net sales for the periods indicated:

 

		Three Months Ended October 31,				Six Months Ended October 31,
		2003		2002		2003		2002
Income:
Net sales		100.0	%	100.0	%	100.0	%	100.0	%
Other		0.8		—		0.8		0.2
		100.8		100.0		100.8		100.2
Costs and expenses:
Cost of products sold		78.7		78.8		79.1		78.5
Selling and administrative expenses		12.2		12.3		12.4		12.4
Income From Operations		9.9		8.9		9.3		9.3
Interest, net		0.1		0.3		0.1		0.3
Other, net		—		0.2		-0.3		-0.7
Income Before Income Taxes		10.0		9.4		9.1		8.9
Income taxes		3.1		3.1		2.9		2.9
Net Income		6.9	%	6.3	%	6.2	%	6.0	%

 

Net sales.  Second quarter consolidated net sales decreased 2.4% to $94.5 million in fiscal 2004 from $96.8 million in fiscal 2003.  Consolidated net sales for the six-month period ended October 31, 2003 decreased 2.5% to $172.5 million from $176.9 million for the comparable period last year.  Customer tooling sales were $3.8 million and $3.9 million for the three-month and six-month periods ended October 31, 2003 compared with $7.9 million in both the three-month and six-month periods of fiscal 2003.

 

Electronic segment net sales represented 89.5% and 88.8% of consolidated net sales for the quarter and six months ended October 31, 2003 compared with 90.7% and 90.5% for the comparable periods last year.  Net sales of the Electronic segment decreased 3.7% to $84.5 million in the second quarter of fiscal 2004 from $87.8 million in fiscal 2003.  Electronic segment net sales for the six months ended October 31, 2003 decreased 4.2% to $153.2 million from $160.0 million for the same period last year.  Net product sales to the automotive industry, which represented 84.3% of the Electronic segment net product sales in the second quarter and 84.6% for the six months ended October 31, 2003, up from 82.8% and 82.7% in the comparable periods last year, increased 2.9% for the quarter and 0.5% for the six months ended October 31, 2003 compared with the comparable periods last year.  Strong sales growth at the Company’s Automotive Safety Technology (AST) business and European Automotive Electronics Controls group offset the decline in unit sales experienced by the Company’s traditional North American automotive customers in both the three-month and six-month periods of fiscal 2004.  The net decline in sales to North American automotive customers reflects both price concessions and reduced shipments in fiscal 2004.  Many of the Company’s domestic automotive customers extended their plant shutdowns for model year changeovers in July this year in order to adjust inventory levels, which reduced the Company’s sales for the six-month period.  Sales for the balance of the Electronic segment for the

 

11

 

second quarter and the six-month period ended October 31, 2003 were down 7.7% and 12.5%, respectively, compared to last year reflecting the continued weakness in the telecommunication market and increased competition from low cost Chinese manufacturers.

 

Optical segment net sales represented 5.3% and 5.1% of consolidated net sales for the quarter and six months ended October 31, 2003 compared with 5.4% and 5.8% for the comparable periods last year.  Net sales of the Optical segment for the second quarter of fiscal 2004 decreased 3.9% to $5.0 million from $5.2 million a year ago.  Net sales for the six-month period ended October 31, 2003 decreased 13.9% over the same period a year ago to $8.8 million from $10.2 million.  Weakness in the telecommunication market continues to depress the Company’s Optical segment sales.  The majority of the sales decline was experienced by the Company’s European optical businesses caused by price erosion as a result of the continued slump in the telecommunication market, and reduced shipments due to excess inventory levels at a major optical cable customer.

 

Net sales of the Other segment, principally current carrying bus devices and test laboratories increased 30.8% to $5.0 million in the second quarter of fiscal 2004 from $3.8 million in fiscal 2003.  Other segment net sales for the six-month period increased 56.7% to $10.4 million from $6.7 million last year.  The sales increase in this segment is primarily due to new bus device product shipments and an expanded customer base for these products.

 

Other income.  Other income consisted primarily of earnings from the Company’s automotive joint venture, license fees, royalties, and in fiscal 2004, engineering design fees.  Other income increased to $0.7 million in the second quarter of fiscal 2004 from $23,000 in the fiscal 2003 period.  Other income for the six-month period ended October 31, 2004 increased to $1.4 million from $0.4 million in the comparable period last year.  The increase in other income was primarily due to the design fees earned in fiscal 2004.  Other income in fiscal 2003 was reduced because the automotive joint venture experienced an operating loss in the second quarter due to quality issues, which the Company believes have been resolved.

 

Cost of products sold.  Cost of products sold, as a percentage of net sales, was 78.7% in the second quarter and 79.1% in the six-month period of fiscal 2004 compared with 78.8% and 78.5% for the second quarter and the six-month period ended October 31, 2002.

 

Gross margins on product sales of the Electronic segment decreased to 22.3% and 21.7% in the second quarter and six-month period of fiscal 2004 from 24.1% and 23.4% for the comparable periods last year.  The decline in gross margins was primarily due to price concessions given to automotive customers that were not completely recovered by cost cutting programs, and increased costs for the employee medical program in fiscal 2004.  Lower sales volume due to the extended plant shutdown by automotive customers in the first quarter of fiscal 2004 also contributed to the margin decline.

 

Gross margins of the Optical segment increased to 23.7% in the second quarter and 21.0% in the six-month period ended October 31, 2003 from 19.1% in both the second quarter and six-month period in fiscal 2003.  The margin improvement was primarily due to final purchases by a customer re-sourcing its business to a low cost Chinese manufacturer, a reduction in staff at our United Kingdom facility and the introduction of two new products at our facility in the Czech Republic.

 

Gross margins of the Other segment improved to 24.4% in the second quarter and 22.7% in the six-month period of fiscal 2004 from 15.4% in the prior year second quarter and 15.3% in the six-month period of fiscal 2003.  The margin improvement was primarily the result of the increased sales volume of bus device products with lower incremental fixed costs.

 

Selling and administrative expenses.  Selling and administrative expenses as a percentage of net sales were 12.2% and 12.4% for the quarter and six-month period in fiscal 2004 compared to 12.3% and 12.4% for the comparable periods of fiscal 2003.

 

Interest, net.  Interest income, net of interest expense declined 82.1% in the second quarter and 58.4% in the six-month period of fiscal 2004 compared with fiscal 2003.  Interest income declined due to sharply lower short-term interest rates during fiscal 2004 and the June 30, 2003 maturity of the $6 million

 

12

 

note receivable from a related party that accrued interest at 5.25% during fiscal 2003 and the first two months of fiscal 2004.  Interest expense in fiscal 2004 included the commitment fee on the Company’s $30 million credit facility, which was not incurred during the fiscal 2003 periods.

 

Other, net.  Other, net consists primarily of currency exchange gains and losses at the Company’s foreign subsidiaries.  The functional currencies of these subsidiaries are the Maltese lira, Euro, Singapore dollar, British pound and Czech koruna.  The foreign subsidiaries have transactions denominated in currencies other than their functional currencies, primarily sales in US dollars and Euros, creating exchange rate sensitivities.  Currency exchange losses were experienced by the Company’s foreign subsidiaries as a result of a weak U.S. dollar.

 

Income taxes.  The effective income tax rate was 31.5% in both the second quarter and the six-month period of fiscal 2004 compared with 32.7% in the second quarter and 32.4% in the six-month period of fiscal 2003.  The effective rates for both fiscal 2004 and fiscal 2003 reflect the effect of lower tax rates on income from foreign operations.

 

Financial Condition, Liquidity and Capital Resources

 

Net cash provided by operations was $18.1 million and $27.4 million in the first six months of fiscal 2004 and 2003, respectively.  The decrease in cash provided by operations was primarily the result of increased working capital requirements to support increased volumes at the Company’s AST business and European Automotive Electronics Controls group.

 

Net cash used in investing activities during the first six months of fiscal 2004 was $3.3 million compared with $9.3 million for the fiscal 2003 period.  The reduction of net cash used in investing activities was primarily due to the collection of a $6.0 million note receivable from a related party in fiscal 2004.  Cash used in investing activities in fiscal 2004 included a $1.2 million contingent payment related to the acquisition of AST.  Up to an additional $10.0 million of contingent cash consideration for this acquisition will be due in annual installments based on a percentage of AST’s annual sales.

 

Net cash used in financing activities during the first six months was $18.6 million in fiscal 2004 and $3.3 million in fiscal 2003.  The Company paid $17.1 million for the purchase of 750,000 shares of its Class B shares in connection with its plan to eliminate its Class B common stock as described below.  The Company paid cash dividends of $3.6 million in the six-month period of both fiscal 2004 and 2003 and received proceeds from the exercise of stock options of $2.1 million in fiscal 2004 and $0.3 million in fiscal 2003.

 

As of July 18, 2003, the Company entered into an agreement with the William J. McGinley Marital Trust No. 1, the William J. McGinley Marital Trust No. 2, the Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley, and Robert R. McGinley (collectively the “McGinley Family”), pursuant to which the McGinley Family sold 750,000 of its Class B Common Shares to the Company for $22.75 per share and agreed to vote their remaining Class B Common Shares in favor of a merger in which all then outstanding Class B Common Shares (including those held by the McGinley Family not previously sold to the Company) would receive $23.55 per share and the Class A Common Shares will remain outstanding (the “Merger”).  The Merger is subject to approval by the affirmative vote of a majority of the Company’s outstanding shares, and certain other conditions (see Notes 2 to the Condensed Consolidated Financial Statements).  Approximately $8.0 million of cash will be required to purchase the remaining Class B shares excluding fees and expenses to complete the merger.  The fees and expenses to complete the merger, substantially all of which will be expensed, may be significant.

 

Other future capital requirements will depend on a number of factors, including the Company’s future net sales and the timing and rate of expansion of its business.  The Company believes its current cash balances together with the cash flow expected to be generated from its future operations and available credit facility will be sufficient to meet its cash needs for the next twelve months.

 

13

 

Cautionary Statement

 

Certain statements in this report are forward-looking statements that are subject to certain risks and uncertainties.  The Company’s business is highly dependent upon two large automotive customers and specific makes and models of automobiles.  Therefore, the Company’s financial results will be subject to many of the same risks that apply to the automotive industry, such as general economic conditions, interest rates and consumer spending patterns.  A significant portion of the balance of the Company’s business relates to the computer and telecommunication industries which are subject to many of the same risks facing the automotive industry as well as fast-moving technological change.  These industries are currently experiencing a severe economic downturn.  Other factors which may result in materially different results for future periods include actual growth in the Company’s various markets; operating costs; currency exchange rates and devaluations; delays in development, production and marketing of new products; and other factors set forth from time to time in the Company’s reports filed with the Securities and Exchange Commission.  Any of these factors could cause the Company’s actual results to differ materially from those described in the forward-looking statements.  The forward-looking statements in this report are intended to be subject to the safe harbor protection provided under the securities law.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Certain of the Company’s foreign subsidiaries enter into transactions in currencies other than their functional currency, primarily the U.S. dollar and the Euro.  A 10% change in foreign currency exchange rates from balance sheet date levels could impact the Company’s income before income taxes by $2.4 million and $1.7 million at October 31, 2003 and April 30, 2003, respectively.  The Company also has foreign currency exposure arising from the translation of the Company’s net equity investment in its foreign subsidiaries to U.S. dollars.  The Company generally views as long-term its investments in foreign subsidiaries with functional currencies other than the U.S. dollar.  The primary currencies to which the Company is exposed are the British pound, Czech koruna, Euro, Maltese lira, and Singapore dollar.  A 10% change in foreign currency exchange rates from balance sheet date levels could impact the Company’s net foreign investments by $8.4 million and $7.7 million at October 31, 2003 and April 30, 2003, respectively.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

As of the end of the period covered by this quarterly report on Form 10-Q, the Company performed an evaluation under the supervision and with the participation of the Company’s management, including its Chairman (principal executive officer), its President (principal operating officer) and its Vice President, Corporate Finance (principal financial officer), of its “disclosure controls and procedures” (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)).  The Company’s disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s applicable rules and forms.  As a result of this evaluation, the Company’s principal executive officer, principal operating officer and principal financial officer have concluded that, as of the date of such evaluation, the Company’s disclosure controls and procedures were effective for their intended purposes.

 

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  There have been no corrective actions with regard to significant deficiencies and material weaknesses during the fiscal quarter covered by this report.

 

14

 

PART II.      OTHER INFORMATION

 

ITEM 1.      LEGAL PROCEEDINGS

 

Litigation relating to the Class A common stock

 

On September 13, 2002, a holder of 100 shares of Class A common stock filed a class action against Methode and certain of Methode’s directors on behalf of all holders of our Class A common stock and derivatively on behalf of Methode in the Court of Chancery of the State of Delaware. Plaintiff alleged in the Complaint that Methode’s directors breached their fiduciary duties of disclosure, care and loyalty by approving the agreement between Methode and the Trusts and the McGinley family members pursuant to which Methode agreed, among other things, to make a tender offer for the repurchase of all of our Class B common stock at a price of $20 per share. Plaintiff further alleged in the Complaint that Methode’s board approved the tender offer for the repurchase of our Class B common stock, caused Methode to enter into certain employment agreements with Methode’s chairman of the board and certain of its officers and failed to disclose and misrepresented certain information in connection with Methode’s 2002 proxy statement, as part of a scheme to entrench the incumbent board and management. Additionally, Plaintiff alleged in the Complaint that Methode’s directors, by approving the repurchase of the Class B common stock, diverted a corporate opportunity to receive a control premium away from Methode and the Class A stockholders. Plaintiff sought, among other things, to enjoin the repurchase of the Class B common stock, as well as other equitable relief.

 

On March 17, 2003, following the December 26, 2002 amendment of the original agreement between Methode and the Trusts and the McGinley family members to require a vote of the Class A common stockholders, the parties in this litigation entered into a memorandum of understanding providing for the settlement of this litigation. Pursuant to the terms of the memorandum of understanding, Methode agreed, among other things, that: (i) it would only proceed with the planned Methode tender offer if it is approved by the affirmative vote of the holders of shares having a majority of the shares of Class A common stock present or represented by proxy at the special meeting (excluding shares held by the Trusts and the McGinley family members); (ii) it would make certain revisions to the disclosures in the proxy statement in connection with the special meeting to approve the making of the planned Methode tender offer as requested by Plaintiff; and (iii) it would declare a special dividend of $0.04 per share of Class A common stock within 60 days following consummation of the planned Methode tender offer. If the offer was not consummated, this special dividend would not be declared or paid.

 

On July 1, 2003, a Stipulation and Agreement of Compromise Settlement and Release (the “Original Settlement Agreement”) was executed by the parties. Counsel for the parties conferred on certain revisions to be made to the disclosures in our preliminary proxy statement filed with the Securities and Exchange Commission in connection with the special meeting for our Class A common stockholders to approve the making of the planned Methode tender offer, and agreed to certain additional information, which was disclosed in the definitive proxy statement filed with the Securities and Exchange Commission on June 10, 2003 and mailed to our stockholders on June 12, 2003.

 

On July 29, 2003, following the termination of the original agreement between Methode, the Trusts and the McGinley family members dated August 19, 2002, and amended December 26, 2002, and the execution of the agreement dated as of July 18, 2003 among Methode, the Trusts and the McGinley family members (the “McGinley Agreement”), the parties to the litigation entered into a stipulation and agreement of compromise, settlement and release (the “Settlement Agreement”) providing for the settlement of this litigation (for a description of the McGinley Agreement, see Financial Condition, Liquidity and Capital Resources in Methode’s Form 10-K filed with the Securities and Exchange Commission on July 29, 2003). Pursuant to the terms of the Settlement Agreement, Defendants agreed, among other things, that: (i) the amended agreement with the Trusts and the McGinley family members requiring the approval of the Class A common stockholders prior to making the planned tender offer by Methode was the result of this litigation and was a benefit to the Class A common stockholders and to Methode and its directors in responding to Dura’s offer and with respect to the decision to enter into the McGinley Agreement, and (ii) Methode, acting through its board of directors, would declare and pay a special dividend of $0.04 per share of Class A common stock within 60 days following the acquisition of the balance of the shares of Class B common stock by merger or purchase. The Settlement Agreement

 

15

 

also provides for the dismissal of this litigation with prejudice and release of all related claims against Methode and the director defendants.  The Court approved the settlement of this litigation in accordance with the terms of the Settlement Agreement on December 3, 2003.

 

Litigation relating to the Class B common stock

 

On September 9, 2003, the Company was served with a purported class action complaint on behalf of certain holders of Methode’s Class B common stock in the Court of Chancery of the State of Delaware naming Methode, its directors and certain officers as defendants and alleging that the defendants breached their fiduciary duties with respect to the McGinley Agreement.  The Complaint sought, among other things, the entry of an order terminating and/or declaring void the McGinley Agreement and awarding unspecified damages and attorneys’ fees and costs.

 

On October 1, 2003, plaintiff filed an amended class action complaint, which, among other things, added a request for injunctive relief to preliminarily and permanently enjoin Methode from consummating the proposed merger or soliciting proxies related to the proposed merger.  On October 20, 2003, the court denied plaintiff’s motion for expedited proceedings and refused to schedule a hearing on plaintiff’s motion for a preliminary injunction.

 

The Company believes the allegations in the litigation are without merit, and all defendants have filed a motion to dismiss the action.

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

			a)	Exhibits- - See Index to Exhibits immediately following the signature page.
			b)	Reports on Form 8-K
	•	On August 4, 2003, the Company filed a report on Form 8-K reporting that on July 31, 2003, Dura Automotive Systems, Inc. (“Dura”) delivered a letter to the Company’s Board of Directors, which stated that Dura may modify its tender offer for the outstanding shares of the Company’s Class B Stock, and that on August 1, 2003, the Company issued a press release announcing that Dura’s letter would be evaluated by the Methode Board of Directors.
	•	On September 11, 2003, the Company filed a report on Form 8-K to report that the Company was served with a purported class action complaint filed on behalf of certain holders of Methode’s Class B Common Stock in the Court of Chancery of the State of Delaware naming Methode, its directors and certain officers as defendants and alleging that the defendants breached their fiduciary duties with respect to the agreement dated as of July 18, 2003 among Methode, Marital Trust No. 1 and No. 2, each created under the William J. McGinley Trust, the Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley and Robert R. McGinley.
	•	On October 3, 2003, the Company filed a report on Form 8-K reporting that the Company was served with an amended purported class action complaint filed on behalf of certain holders of Methode’s Class B Common Stock in the Court of Chancery of the State of Delaware naming Methode, its directors and certain officers as defendants and alleging that the defendants breached their fiduciary duties with respect to the agreement dated as of July 18, 2003 among Methode, Marital Trust No. 1 and No. 2, each created under the William J. McGinley Trust, the Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley and Robert R. McGinley. The amended complaint seeks an order declaring the July 18 Agreement invalid, injunctive relief and other relief.
	•	On October 20, 2003, the Company filed a report on Form 8-K to report that on and as of October 16, 2003, James W. McGinley and Robert R. McGinley resigned from the Board of Directors of Methode Electronics, Inc. Their resignations do not affect their obligations under the agreement between the McGinley family trusts and the Company.

 

16

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

						Methode Electronics, Inc.
			By:		/s/	Douglas A. Koman
						Douglas A. Koman
						Vice President, Corporate Finance
						(principal financial officer)
Dated:	December 12, 2003

 

17

 

INDEX TO EXHIBITS

 

Exhibit Number		Description
3.1		Certificate of Incorporation of Registrant, as amended and currently in effect (1)
3.2		Bylaws of Registrant, as amended and currently in effect (6)
4.1		Article Fourth of Certificate of Incorporation of Registrant, as amended and currently in effect (included in Exhibit 3.1)
4.2		Form of Rights Agreement between ChaseMellon Shareholder Services LLC and Registrant (7)
4.3		Amendment to Rights Agreement between ChaseMellon Shareholder Services LLC and Registrant
10.1		Methode Electronics, Inc. Incentive Stock Award Plan (2)
10.2		Methode Electronics, Inc. Managerial Bonus and Matching Bonus Plan (also referred to as the Longevity Contingent Bonus Program) (3)
10.3		Methode Electronics, Inc. Capital Accumulation Plan (3)
10.4		Incentive Stock Award Plan for Non-Employee Directors (4)
10.5		Methode Electronics, Inc. 401(k) Savings Plan (4)
10.6		Methode Electronics, Inc. 401(k) Saving Trust (4)
10.7		Methode Electronics, Inc. 1997 Stock Plan (5)
10.8		Methode Electronics, Inc. 2000 Stock Plan (8)
10.9		Form of Agreement between Horizon Farms, Inc. and Registrant (9)
10.10		Form of Agreement between William T. Jensen and Registrant (9)
10.11		Form of Agreement between Donald W. Duda and Registrant (10)
10.12		Form of Agreement between John R. Cannon and Registrant (10)
10.13		Form of Agreement between Robert J. Kuehnau and Registrant (10)
10.14		Form of Agreement between James F. McQuillen and Registrant (10)
10.15		Form of Agreement between Douglas A. Koman and Registrant (12)
10.16		Agreement dated August 19, 2002 by and among Methode Electronics, Inc.; Marital Trust No. 1 and Marital Trust No. 2 each created under the William J. McGinley Trust; Jane R. McGinley; Margaret J. McGinley; James W. McGinley; and Robert R. McGinley (11)
10.17		Credit Agreement dated as of December 19, 2002 among Methode Electronics, Inc. as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, and The Other Lenders Party Hereto (14)
10.18		Amendment to Agreement dated August 19, 2002 by and among Methode Electronics, Inc.; Marital Trust No. 1 and Marital Trust No. 2 each created under the William J. McGinley Trust; Jane R. McGinley; Margaret J. McGinley; James W. McGinley; and Robert R. McGinley (13)
10.19		Agreement dated as of July 18, 2003 by and among Methode Electronics, Inc. and Marital Trust No. 1 and Marital Trust No. 2, each created under the William J. McGinley Trust, Jane R. McGinley Trust, Margaret J. McGinley, James W. McGinley and Robert R. McGinley (6)
10.20		Form of Agreement between Donald W. Duda and Registrant (15)
10.21		Stipulation and Agreement of Compromise, Settlement and Release In re Methode Electronics, Inc. Shareholders Litigation, Civil Action No. 19899, dated July 30, 2003 (16)
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Operating Officer
31.3		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32		Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350

 

(1)		Previously filed with Registrant’s Amendment No. 2 to the Schedule 13E-3 filed on May 16, 2003, and incorporated herein by reference.
(2)		Previously filed with Registrant’s Registration Statement No. 2-92902 filed August 23, 1984, and incorporated herein by reference.
(3)		Previously filed with Registrant’s Form 10-Q for the three months ended January 31, 1994, and incorporated herein by reference.
(4)		Previously filed with Registrant’s Form 10-K for the year ended April 30, 1994, and incorporated herein by reference.

 

18

 

(5)		Previously filed with Registrant’s Statement No. 333-49671 and incorporated herein by reference.
(6)		Previously filed with Registrant’s Schedule 14D-9 filed on July 21, 2003, and incorporated herein by reference.
(7)		Previously filed with Registrant’s Form 8-K filed July 7, 2000, and incorporated herein by reference.
(8)		Previously filed with Registrant’s Form 10-Q for the three months ended October 31, 2000, and incorporated herein by reference.
(9)		Previously filed with Registrant’s Form 10-K for the year ended April 30, 2001, and incorporated herein by reference.
(10)		Previously filed with Registrant’s Form 10-Q for the three months ended January 31, 2002, and incorporated herein by reference.
(11)		Previously filed with Registrant’s Form 8-K filed August 20, 2002, and incorporated herein by reference.
(12)		Previously filed with Registrant’s Form 10-Q for the three months ended July 31, 2002, and incorporated herein by reference.
(13)		Previously filed with Registrant’s Form 8-K filed January 2, 2003, and incorporated herein by reference.
(14)		Previously filed with Registrant’s Form 10-Q for the three months ended January 31, 2003, and incorporated herein by reference.
(15)		Previously filed with Registrant’s Form 10-K/A for the year ended April 30, 2003, and incorporated herein by reference.
(16)		Previously filed with Registrant’s Amendment No. 5 to Schedule 13E-3 filed on September 8, 2003,and incorporated herein by reference.

 

19