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Shareholders' Equity
9 Months Ended
Jan. 29, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Shareholders' Equity

Note 9. Shareholders’ Equity

Share buyback program

On March 31, 2021, the Board of Directors authorized the purchase of up to $100.0 million of the Company’s outstanding common stock through March 31, 2023. Such purchases may be made on the open market, in private transactions or pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. 

The following table summarizes the Company’s stock buyback activity under this share buyback program:

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions, except share and per share data)

January 29, 2022

 

 

January 30, 2021

 

 

January 29, 2022

 

 

January 30, 2021

 

Shares purchased

 

460,161

 

 

 

 

 

 

1,425,190

 

 

 

 

Average price per share

$

46.39

 

 

$

 

 

$

44.73

 

 

$

 

Total cost

$

21.3

 

 

$

 

 

$

63.7

 

 

$

 

As of January 29, 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 January 29, 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.

Dividends

The Company paid dividends totaling $5.1 million and $4.1 million in the three months ended January 29, 2022 and January 30, 2021, respectively. The Company paid dividends totaling $15.4 million and $13.2 million in the nine months ended January 29, 2022 and January 30, 2021, respectively. Dividends paid in the nine months ended January 30, 2021 include $0.9 million of dividends on restricted stock that vested during the period. The Company increased its quarterly dividend from $0.11 per share to $0.14 per share 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 AOCI, net of tax is shown below:

 

 

Three Months Ended January 29, 2022

 

 

Nine Months Ended January 29, 2022

 

(in millions)

 

Currency Translation Adjustments

 

 

Derivative Instruments

 

 

Total

 

 

Currency Translation Adjustments

 

 

Derivative Instruments

 

 

Total

 

Balance at beginning of period

 

$

0.8

 

 

$

(2.8

)

 

$

(2.0

)

 

$

11.5

 

 

$

(5.4

)

 

$

6.1

 

  Other comprehensive income (loss)

 

 

(11.1

)

 

 

3.2

 

 

 

(7.9

)

 

 

(21.9

)

 

 

6.5

 

 

 

(15.4

)

  Tax (expense) benefit

 

 

0.1

 

 

 

(0.8

)

 

 

(0.7

)

 

 

0.2

 

 

 

(1.5

)

 

 

(1.3

)

Net other comprehensive income (loss)

 

 

(11.0

)

 

 

2.4

 

 

 

(8.6

)

 

 

(21.7

)

 

 

5.0

 

 

 

(16.7

)

Balance at the end of period

 

$

(10.2

)

 

$

(0.4

)

 

$

(10.6

)

 

$

(10.2

)

 

$

(0.4

)

 

$

(10.6

)

 

 

 

Three Months Ended January 30, 2021

 

 

Nine Months Ended January 30, 2021

 

(in millions)

 

Currency Translation Adjustments

 

 

Derivative Instruments

 

 

Total

 

 

Currency Translation Adjustments

 

 

Derivative Instruments

 

 

Total

 

Balance at beginning of period

 

$

(4.2

)

 

$

(3.7

)

 

$

(7.9

)

 

$

(25.9

)

 

$

(1.0

)

 

$

(26.9

)

  Other comprehensive income (loss)

 

 

18.5

 

 

 

(2.7

)

 

 

15.8

 

 

 

40.5

 

 

 

(6.3

)

 

 

34.2

 

  Tax (expense) benefit

 

 

(0.3

)

 

 

0.6

 

 

 

0.3

 

 

 

(0.6

)

 

 

1.5

 

 

 

0.9

 

Net other comprehensive income (loss)

 

 

18.2

 

 

 

(2.1

)

 

 

16.1

 

 

 

39.9

 

 

 

(4.8

)

 

 

35.1

 

Balance at the end of period

 

$

14.0

 

 

$

(5.8

)

 

$

8.2

 

 

$

14.0

 

 

$

(5.8

)

 

$

8.2

 

 

 

Stock-based compensation

The Company has granted stock options, restricted stock awards (“RSAs”), performance units (“PUs”), restricted stock units (“RSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”), the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”), the Methode Electronics, Inc. 2007 Stock Plan (“2007 Plan”) and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company can no longer make grants under the 2010 Plan, 2007 Plan and 2004 Plan. The number of shares of common stock originally authorized under the 2014 Plan is 3,000,000. As of January 29, 2022, there were 101,632 shares available for award under the 2014 Plan.

Restricted stock awards and performance units

As of January 29, 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 the RSAs earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for the RSAs is recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs is recognized when it is probable that the target performance criteria will be 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 the three or nine months ended January 29, 2022, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense at target level of performance is $26.5 million as of January 29, 2022, which, subject to the performance conditions being met, will be recognized through fiscal 2025.

Restricted stock units

RSUs granted under the 2014 Plan vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted was based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs don’t vest.

The following table summarizes RSU activity under the 2014 Plan:

 

 

Restricted Stock

Units

 

 

Weighted

average grant

date fair value

 

Non-vested at May 1, 2021

 

 

927,611

 

 

$

28.50

 

Awarded

 

 

46,300

 

 

$

48.41

 

Vested

 

 

 

 

$

 

Forfeited

 

 

 

 

$

 

Non-vested at January 29, 2022

 

 

973,911

 

 

$

29.45

 

Under the various stock plans, common stock underlying vested RSUs held by certain executives will not be delivered until termination of employment or a change of control of the Company. As of January 29, 2022, common stock to be delivered to these executives totaled 577,055 shares.

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 the nine months ended January 29, 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 January 29, 2022, there were 17,900 deferred shares outstanding.

Stock options

The following table summarizes combined stock option activity under the 2010 Plan and 2007 Plan:

 

 

Shares

 

 

Weighted average exercise price

 

 

Weighted-

average life

(years)

 

 

Aggregate

intrinsic value

(in millions)

 

Outstanding and exercisable at May 1, 2021

 

 

73,000

 

 

$

37.01

 

 

 

3.2

 

 

$

0.6

 

Exercised

 

 

(13,000

)

 

$

37.01

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at January 29, 2022

 

 

60,000

 

 

$

37.01

 

 

 

2.4

 

 

$

0.3

 

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date. The total intrinsic value of options exercised in the nine months ended January 29, 2022 was $0.2 million.

Stock-based compensation expense

All stock-based awards to employees and non-employee directors are recognized in selling and administrative expenses on the condensed consolidated statements of income. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in millions)

 

January 29, 2022

 

 

January 30, 2021

 

 

January 29, 2022

 

 

January 30, 2021

 

RSUs

 

$

2.6

 

 

$

2.4

 

 

$

7.7

 

 

$

3.4

 

Deferred director awards

 

 

 

 

 

 

 

 

0.8

 

 

 

 

Director awards

 

 

 

 

 

 

 

 

0.7

 

 

 

0.9

 

Total stock-based compensation expense

 

$

2.6

 

 

$

2.4

 

 

$

9.2

 

 

$

4.3