XML 34 R20.htm IDEA: XBRL DOCUMENT
v3.22.2

Shareholders' Equity | 12 Months Ended
--- | ---
Apr. 30, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Shareholders' Equity | Note 13. Shareholders’ Equity Share buyback program On March 31, 2021, the Board of Directors authorized the purchase of up to $100.0 million of the Company’s outstanding common stock through March 31, 2023. Such purchases may be made on the open market, in private transactions or pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. The following table summarizes the Company’s stock buyback activity under this share buyback program:
|  | Fiscal Year Ended |
(in millions, except share and per share data) |  | April 30, 2022 |  |  | May 1, 2021 |
Shares purchased |  |  | 1,425,190 |  |  |  | 167,949 |
Average price per share |  | $ | 44.73 |  |  | $ | 44.66 |
Total cost |  | $ | 63.7 |  |  | $ | 7.5 |
As of April 30, 2022, a total of 1,593,139 shares have been purchased at a total cost of $71.2 million since the commencement of the share buyback program. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. As of April 30, 2022, the dollar value of shares that remained available to be purchased by the Company under this share buyback program was approximately $28.8 million. On June 16, 2022, the Board of Directors authorized an increase in the existing share buyback program under which the Company may purchase up to an additional $100.0 million of its outstanding common stock, and also extended the expiration from March 31, 2023 to June 14, 2024. Dividends The Company paid dividends totaling $20.4 million in fiscal 2022, $17.4 million in fiscal 2021 and $16.3 million in fiscal 2020. Dividends paid in fiscal 2021 includes $0.9 million of dividends on restricted stock that vested during the period. The Company increased its quarterly dividend from $0.11 per share to $0.14 per share beginning in the three months ended July 31, 2021. Accumulated other comprehensive income (loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in accumulated other comprehensive income (loss), net of tax is shown below:
(in millions) |  | Currency Translation Adjustments |  |  | Derivative Instruments |  |  | Total |
Balance as of April 27, 2019 |  | $ | (13.6 | ) |  | $ | - |  |  | $ | (13.6 | )
Other comprehensive loss |  |  | (12.9 | ) |  |  | (1.3 | ) |  |  | (14.2 | )
Tax benefit |  |  | 0.6 |  |  |  | 0.3 |  |  |  | 0.9 |
Net current period other comprehensive loss |  |  | (12.3 | ) |  |  | (1.0 | ) |  |  | (13.3 | )
Balance as of May 2, 2020 |  |  | (25.9 | ) |  |  | (1.0 | ) |  |  | (26.9 | )
Other comprehensive income (loss) |  |  | 38.6 |  |  |  | (5.7 | ) |  |  | 32.9 |
Tax (expense) benefit |  |  | (1.2 | ) |  |  | 1.3 |  |  |  | 0.1 |
Net current period other comprehensive income (loss) |  |  | 37.4 |  |  |  | (4.4 | ) |  |  | 33.0 |
Balance as of May 1, 2021 |  |  | 11.5 |  |  |  | (5.4 | ) |  |  | 6.1 |
Other comprehensive income (loss) |  |  | (42.4 | ) |  |  | 11.9 |  |  |  | (30.5 | )
Tax (expense) benefit |  |  | 0.4 |  |  |  | (2.8 | ) |  |  | (2.4 | )
Net current period other comprehensive income (loss) |  |  | (42.0 | ) |  |  | 9.1 |  |  |  | (32.9 | )
Balance as of April 30, 2022 |  | $ | (30.5 | ) |  | $ | 3.7 |  |  | $ | (26.8 | )
Stock-based compensation The Company has granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”), the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”), the Methode Electronics, Inc. 2007 Stock Plan (“2007 Plan”) and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company’s stockholders approved the 2014 Plan in September 2014. The Company can no longer make grants under the 2010 Plan, 2007 Plan and 2004 Plan. The number of shares of common stock originally authorized under the 2014 Plan is 3,000,000. As of April 30, 2022, there were 112,255 shares available for award under the 2014 Plan. Stock-based compensation expense All stock-based payments to employees and directors are recognized in selling and administrative expenses on the consolidated statements of income. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense (benefit) related to the equity awards:
|  | Fiscal Year Ended |
|  | April 30, 2022 |  |  | May 1, 2021 |  |  | May 2, 2020 |
(in millions) |  | (52 Weeks) |  |  | (52 Weeks) |  |  | (53 Weeks) |
RSAs |  | $ | — |  |  | $ | — |  |  | $ | (2.1 | )
RSUs |  |  | 10.3 |  |  |  | 5.9 |  |  |  | 1.5 |
Deferred director awards |  |  | 0.8 |  |  |  | — |  |  |  | — |
Director awards |  |  | 0.7 |  |  |  | 0.9 |  |  |  | 0.9 |
Total stock-based compensation expense |  | $ | 11.8 |  |  | $ | 6.8 |  |  | $ | 0.3 |
2014 Plan The 2014 Plan provides for discretionary grants of stock options, stock appreciation rights, RSAs, RSUs and performance units to key employees and directors. The 2014 Plan is intended to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees and eligible directors through the grant of equity awards. Restricted stock awards and performance units As of April 30, 2022, the Company had 928,412 RSAs outstanding which will be earned based on the achievement of an earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) measure for fiscal 2025. The RSAs will vest ranging from 0% (for performance below threshold) to 100% (target performance) based on the achievement of the EBITDA performance measure and continued employment. In addition, if the target performance is exceeded, an additional 464,206 PUs can be earned that will be settled in cash. At the discretion of the Compensation Committee, the PUs may be settled in shares of common stock The fair value of the RSAs was based on the closing stock price on the date of grant and earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for RSAs are recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs are recognized when it is probable that the target performance criteria will be exceeded. The Company assesses the probability of vesting at each balance sheet date and adjusts compensation costs based on the probability assessment. The cash-settled PUs represent a non-equity unit with a conversion value equal to the fair market value of a share of the Company’s common stock on the vesting date. The PUs are classified as liability awards due to the cash settlement feature and are re-measured at each balance sheet date. In accordance with ASC 718, based on projections of the Company’s current business portfolio, compensation expense has not been recognized for the RSAs or PUs in fiscal 2022, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense for RSAs at target level of performance is $26.5 million as of April 30, 2022. In fiscal 2020, previously granted performance-based RSAs vested at 69% of target, which was determined in the fourth quarter of fiscal 2020. The target hurdle was not achieved because of among other factors, the impact of the COVID-19 pandemic. The result was a reversal of previously recognized stock-based compensation expense related to prior years of $5.2 million. Stock-based compensation expense for these awards in fiscal 2020 was a credit of $2.1 million. The following table summarizes the RSA activity under the 2014 Incentive Plan:
|  | Restricted Stock Awards |  |  | Weighted average grant date fair value |
Non-vested at April 27, 2019 |  |  | 1,031,408 |  |  | $ | 34.09 |
Awarded |  |  | — |  |  | $ | — |
Vested |  |  | (455,750 | ) |  | $ | 33.89 |
Forfeited |  |  | (575,658 | ) |  | $ | 34.25 |
Non-vested at May 2, 2020 |  |  | — |  |  | $ | — |
Awarded |  |  | 928,412 |  |  | $ | 28.50 |
Vested |  |  | — |  |  | $ | — |
Forfeited |  |  | — |  |  | $ | — |
Non-vested at May 1, 2021 |  |  | 928,412 |  |  | $ | 28.50 |
Awarded |  |  | — |  |  | $ | — |
Vested |  |  | — |  |  | $ | — |
Forfeited |  |  | — |  |  | $ | — |
Non-vested at April 30, 2022 |  |  | 928,412 |  |  | $ | 28.50 |
Restricted stock units RSUs granted under the 2014 Plan vest over a pre-determined period of time, up to five years from the date of grant. The fair value of RSUs granted was based on the closing stock price on the date of grant. RSUs granted in fiscal 2021 and fiscal 2022 earn dividend equivalents during the vesting period, which are forfeitable if the RSUs do not vest. The following table summarizes RSU activity granted under the 2014 Plan:
|  | Restricted Stock Units |  |  | Weighted average grant date fair value |
Non-vested at April 27, 2019 |  |  | 187,844 |  |  | $ | 34.55 |
Awarded |  |  | — |  |  | $ | — |
Vested |  |  | (176,994 | ) |  | $ | 34.25 |
Forfeited |  |  | (7,750 | ) |  | $ | 38.75 |
Non-vested at May 2, 2020 |  |  | 3,100 |  |  | $ | 41.20 |
Awarded |  |  | 949,712 |  |  | $ | 28.49 |
Vested |  |  | (25,201 | ) |  | $ | 29.87 |
Forfeited |  |  | — |  |  | $ | — |
Non-vested at May 1, 2021 |  |  | 927,611 |  |  | $ | 28.50 |
Awarded |  |  | 46,300 |  |  | $ | 48.41 |
Vested |  |  | (37,520 | ) |  | $ | 36.55 |
Forfeited |  |  | — |  |  | $ | — |
Non-vested at April 30, 2022 |  |  | 936,391 |  |  | $ | 29.16 |
As of April 30, 2022, there were 37,520 RSUs that were vested for which shares were issued in the first quarter of fiscal 2023. As of April 30, 2022, unrecognized share-based compensation expense for RSUs was $13.2 million which will be recognized over a weighted-average amortization period of 1.8 years. Director awards The Company grants stock awards to its non-employee directors as a component of their compensation. The stock awards vest immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. In fiscal 2022, the Company granted 32,505 shares, of which 17,730 shares were deferred. All dividends on deferred shares are reinvested into additional deferred shares based on the closing price of the Company’s common stock on the dividend payment date. Deferred shares will be settled with shares of common stock upon each director’s retirement from the Company’s Board of Directors. As of April 30, 2022, there were 17,956 deferred shares outstanding. During fiscal 2021 and fiscal 2020, the Company issued 33,000 shares and 30,000 shares, respectively, of common stock to its independent directors, all of which vested immediately upon grant. Stock options The following table summarizes combined stock option activity under the 2010 Plan and 2007 Plan:
|  | Shares |  |  | Weighted average exercise price |  |  | Weighted- average life (years) |  |  | Aggregate intrinsic value (in millions) |
Outstanding and exercisable at April 27, 2019 |  |  | 106,668 |  |  | $ | 35.76 |  |  |  | 5.0 |  |  | $ | 0.1 |
Exercised |  |  | — |  |  | $ | — |  |  |  |  |  |  |
Forfeited |  |  | — |  |  | $ | — |  |  |  |  |  |  |
Outstanding and exercisable at May 2, 2020 |  |  | 106,668 |  |  | $ | 35.76 |  |  |  | 4.0 |  |  | $ | 0.1 |
Exercised |  |  | (24,500 | ) |  | $ | 31.61 |  |  |  |  |  |  |
Forfeited |  |  | (9,168 | ) |  | $ | 37.01 |  |  |  |  |  |  |
Outstanding and exercisable at May 1, 2021 |  |  | 73,000 |  |  | $ | 37.01 |  |  |  | 3.2 |  |  | $ | 0.6 |
Exercised |  |  | (13,000 | ) |  | $ | 37.01 |  |  |  |  |  |  |
Forfeited |  |  | — |  |  | $ | — |  |  |  |  |  |  |
Outstanding and exercisable at April 30, 2022 |  |  | 60,000 |  |  | $ | 37.01 |  |  |  | 2.2 |  |  | $ | 0.5 |
The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company's closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date. The total intrinsic value of options exercised in fiscal 2022 was $0.2 million. Deferred RSUs Under the 2014 Plan and 2010 Plan, RSUs that have vested for certain executives, including the Company’s CEO, will not be delivered in common stock until after the executive terminates employment from the Company or upon a change of control. As of April 30, 2022, shares to be delivered to these executives were 121,200 shares under the 2014 Plan and 180,000 shares under the 2010 Plan. Under the 2004 Plan, 225,000 shares of common stock subject to performance based RSAs granted to the Company’s CEO in fiscal 2006 and 2007 were converted to RSUs. The shares of common stock underlying the RSUs will not be issued and delivered until the earlier of: (1) thirty days after the CEO’s date of termination of employment with the Company and all of its subsidiaries and affiliates; or (2) the last day of the Company’s fiscal year in which the payment of common stock in satisfaction of the RSUs becomes deductible to the Company under Section 162(m) of the Code. As of April 30, 2022, 29,945 shares have been delivered in connection with these RSUs with a remaining balance to be delivered of 195,055 shares. The RSUs are not entitled to voting rights or dividends, however a bonus in lieu of dividends are paid. The vested deferred RSUs are considered outstanding for earnings per share calculations.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration