UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
o TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Methode Electronics, Inc.
7401 West Wilson Avenue
Chicago, IL 60706-4548
FINANCIAL STATEMENTS AND
SUPPLEMENTALSCHEDULE
Methode Electronics, Inc. 401(k) Savings Plan
Years Ended December 31, 2008 and 2007
Methode Electronics, Inc.
401(k) Savings Plan
Financial Statements and
Supplemental Schedule
Years Ended December 31, 2008 and 2007
1 |
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Financial Statements |
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2 |
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3 |
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4 |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) |
13 |
14 |
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Exhibit 23.1 |
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Report of Independent Registered Public Accounting Firm
The Administration Committee
Methode Electronics, Inc.
401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits of Methode Electronics, Inc. 401(k) Savings Plan as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at December 31, 2008 and 2007, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2008, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
As discussed in Note 2 to the financial statements, the Plan initially adopted Financial Accounting Standards Board Statement No. 157, Fair Value Measurements, for the year ended December 31, 2008.
/s/ Frank L. Sassetti & Co. |
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June 23, 2009 |
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Oak Park, Illinois |
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1
Methode Electronics, Inc.
401(k) Savings Plan
Statements of Net Assets Available for Benefits
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December 31, |
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2008 |
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2007 |
|
||
Assets |
|
|
|
|
|
||
Cash |
|
$ |
199,643 |
|
$ |
62,370 |
|
|
|
|
|
|
|
||
Investments, at fair value: |
|
|
|
|
|
||
Group annuity investment contracts |
|
6,869,428 |
|
6,249,262 |
|
||
Mutual funds |
|
23,093,852 |
|
36,664,062 |
|
||
Common stock |
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1,834,834 |
|
4,107,986 |
|
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Participant loans |
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1,310,348 |
|
1,524,971 |
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Total investments |
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33,108,462 |
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48,546,281 |
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||
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Receivables: |
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|
|
|
|
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Employee / employer contributions |
|
51,738 |
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|
|
||
Unsettled investment sales |
|
4,923 |
|
57,421 |
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Accrued interest / dividends |
|
25,621 |
|
33,140 |
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Total receivables |
|
82,282 |
|
90,561 |
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Total assets |
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33,390,387 |
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48,699,212 |
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Liabilities |
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|
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Unsettled investment purchases |
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186,876 |
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97,553 |
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Total liabilities |
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186,876 |
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97,553 |
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|
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Net assets available for benefits, at fair value |
|
33,203,511 |
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48,601,659 |
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Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
|
782,077 |
|
178,642 |
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Net assets available for benefits |
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$ |
33,985,588 |
|
$ |
48,780,301 |
|
See accompanying notes.
2
Methode Electronics, Inc.
401(k) Savings Plan
Statements of Changes in Net Assets Available for Benefits
|
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Years Ended December 31, |
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2008 |
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2007 |
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||
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Additions: |
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Additions to net assets attributed to: |
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Investment Income: |
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Interest and dividends |
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$ |
1,209,043 |
|
$ |
2,340,456 |
|
Net appreciation / (depreciation) in fair value of investments |
|
(15,120,176 |
) |
2,302,281 |
|
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Total investment gain / (loss) |
|
(13,911,133 |
) |
4,642,737 |
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||
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Contributions: |
|
|
|
|
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Participants |
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3,242,853 |
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3,171,479 |
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Employer |
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2,121,229 |
|
1,941,368 |
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Rollovers |
|
254,953 |
|
613,418 |
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||
|
|
5,619,035 |
|
5,726,265 |
|
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Total additions, net |
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(8,292,098 |
) |
10,369,002 |
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||
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Deductions |
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|
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Deductions from net assets attributed to: |
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|
|
|
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Benefits paid to participants |
|
6,493,573 |
|
4,315,752 |
|
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Administrative expenses |
|
9,042 |
|
9,424 |
|
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Total deductions |
|
6,502,615 |
|
4,325,176 |
|
||
|
|
|
|
|
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Net increase / (decrease) |
|
(14,794,713 |
) |
6,043,826 |
|
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Net assets available for benefits: |
|
|
|
|
|
||
Beginning of year |
|
48,780,301 |
|
42,736,475 |
|
||
End of year |
|
$ |
33,985,588 |
|
$ |
48,780,301 |
|
See accompanying notes.
3
Methode Electronics, Inc.
401(k) Savings Plan
Years Ended December 31, 2008 and 2007
1. Description of the Plan
The following description of the Methode Electronics, Inc. 401(k) Savings Plan (Plan) provides only general information. Participants should refer to the Summary Plan Description (SPD) for a more complete description of the Plans provisions. Copies of the SPD are available from Methode Electronics, Inc.
General
The Plan is a defined-contribution plan established to provide additional retirement and other benefits for eligible employees, to enable eligible employees, through systematic savings, to accumulate funds on a tax-advantageous basis, and to provide a vehicle through which the plan sponsor, Methode Electronics, Inc. and its subsidiaries (the Company), can attract and retain qualified employees.
Participation
Employees who are employed by the Company for three full calendar months are eligible to participate in the Plan on the first day of the following calendar month.
Contributions
Participants may elect to contribute a minimum of 2% of their annual compensation (as defined in the Plan) on a pre-tax, after tax Roth 401(k) or any combination, up to the maximum annual dollar limit allowable by the Internal Revenue Service (IRS).
The Company contributes to the Plan, on behalf of each participant, a safe-harbor non-elective contribution of 3% of each participants eligible compensation (as defined by the Plan), subject to the IRS maximum amount, for the portion of the Plan year in which the employee was a participant in the Plan.
Participants may direct contributions into various investment options offered by the Plan.
4
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Participant Withdrawals
Withdrawals are permitted in the event of termination of employment, disability, death, retirement, attainment of age 59 1/2, or financial hardship. A financial hardship withdrawal is currently permitted by the IRS for certain authorized purposes. Such withdrawals must be approved by the 401(k) Hardship Committee. Withdrawals prior to the attainment of age 59 1/2 may be subject to an additional 10% tax penalty.
Vesting
Participants are immediately vested in Company contributions, their contributions, and actual earnings (losses) thereon.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan terms range from 1 to 5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participants account and bear interest at the prime rate plus 1%. Principal and interest are paid ratably through payroll deductions.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of Company contributions and Plan earnings (losses). Allocations are based on participant earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participants account.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974.
5
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Valuation of Investments
The shares of mutual funds are valued at quoted market prices, which represent the net asset values of shares on the last business day of the Plan year. The fair value of common stock is determined by quoted market prices. Participant loans are valued at their outstanding balances, which approximate fair value
Purchases and sales are recorded on a trade-date basis. Interest is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
In December, 2005, the Financial Accounting Standards Board (FASB) issued a Staff Position (FSP), Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans. This FSP amends the guidance in AICPA Statement of Position 94-4, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans, with respect to the definition of fully benefit-responsive investment contracts and the presentation and disclosure of fully benefit-responsive investment contracts in plan financial statements. The FSP requires that investments in common/collective trusts that include benefit-responsive investment contracts be presented at fair value in the statement of net assets available for benefits and that the amount representing the difference between fair value and contract value of these investments also be presented on the face of the statement of net assets available for benefits. The Plan has group annuity investment contracts with the Hartford Life Insurance Company (Hartford) and Lincoln National Life Insurance Company (Lincoln).
The Hartford group annuity contract fair value and contract value are estimated by Hartford Life Insurance Company. Contract value represents contributions made, plus interest at the contract rate, less funds used to pay participants benefits. The Plan does not allow for new investment in this contract. There are significant penalties if the entire contract were prematurely terminated.
6
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
The Hartford group annuity contract had an average yield of 3.09% (annualized) for each of the years ended December 31, 2008 and 2007, respectively. The crediting interest rate was 3.00% at December 31, 2008 and 2007, respectively. The crediting interest rate is set at the beginning of the calendar year and is periodically reviewed for adjustment.
The Lincoln Stable Value Account is a fixed group annuity issued by The Lincoln National Life Insurance Company. Contract value represents contributions made, plus interest at the contract rate, less funds used to pay participants benefits. There are penalties or delays in payments if significant withdrawals are made prior to August 2011.
The Lincoln contract had an average yield of 4.41% and 4.15% (annualized) for the years ended December 31, 2008 and 2007, respectively. The crediting interest rate was 4.40% and 4.34% at December 31, 2008 and 2007, respectively. The crediting interest rate is set at the beginning of each calendar quarter and is periodically reviewed for adjustment.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits.
Administrative Expenses
Generally, expenses of the Plan are paid by the Company.
Fair Value Measurements
On January 1, 2008, the Plan adopted Financial Accounting standard Board (FASB) Statement 157, Fair Value Measurements and subsequently adopted certain related FASB staff positions. Refer to Note 4 for disclosures provided for fair value measurements of plan investments.
7
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
3. Investments
The Plans investments (including investments purchased, sold, as well as held during the year) appreciated / depreciated in fair value as determined by quoted market prices as follows:
|
|
Years Ended December 31 |
|
||||
|
|
2008 |
|
2007 |
|
||
|
|
|
|
|
|
||
Mutual funds |
|
$ |
(12,897,749 |
) |
$ |
725,716 |
|
Common stock |
|
(2,222,427 |
) |
1,576,565 |
|
||
|
|
$ |
(15,120,176 |
) |
$ |
2,302,281 |
|
Investments that represent 5% or more of the Plans net assets are as follows:
|
|
December 31, |
|
||||
|
|
2008 |
|
2007 |
|
||
Hartford Life Insurance Company Group Annuity Contract |
|
$ |
1,788,477 |
|
$ |
2,782,620 |
|
Lincoln Stable Value Fund |
|
5,080,951 |
|
3,466,642 |
|
||
|
|
|
|
|
|
||
American Funds |
|
|
|
|
|
||
American Balanced Fund |
|
7,217,414 |
|
10,153,327 |
|
||
American Mutual Fund |
|
3,427,384 |
|
5,154,965 |
|
||
American Growth Fund of America |
|
3,818,711 |
|
6,670,195 |
|
||
Euro Pacific Fund |
|
2,459,841 |
|
4,454,123 |
|
||
|
|
|
|
|
|
||
Davis NY Venture Fund |
|
2,551,684 |
|
4,789,388 |
|
||
Methode Electronics, Inc. Common Stock Fund |
|
1,834,834 |
|
4,107,986 |
|
||
8
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements
On January 1, 2008, the Plan adopted FASB Statement No. 157, Fair Value Measurements and subsequently adopted certain related FASB staff positions. Statement 157 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Plan considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.
Statement 157 also establishes a fair value hierarchy that requires the Plan to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial Instrumentss categorization within the fair value hierarchy is based upon the lowest of input that is significant to the fair value measurement. Statement 157 establishes three levels of inputs that may be used to measure fair value:
· Level 1 : quoted prices in active markets for identical assets or liabilities;
· Level 2 : inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities ; or
· Level 3 : observable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
9
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
Investments measured at Fair Value on a recurring Basis
The following summarizes the classification of Investments by classification and method of valuation in accordance with the requirements of SFAS 157:
|
|
Fair Value Measurements Using Input Type |
|
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|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Mutual Funds |
|
$ |
23,093,852 |
|
$ |
|
|
$ |
|
|
$ |
23,093,852 |
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock |
|
1,834,834 |
|
|
|
|
|
1,834,834 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Group Annuity / Investment Contracts |
|
|
|
|
|
6,869,428 |
|
6,869,428 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Participant Loans |
|
|
|
|
|
1,310,348 |
|
1,310,348 |
|
||||
|
|
$ |
24,928,686 |
|
$ |
|
|
$ |
8,179,776 |
|
$ |
33,108,462 |
|
The Plans valuation methodology used to measure the fair values of mutual funds and common stock were derived from quoted market prices as all of these instruments have active markets.
10
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
The table below is a summary of changes in the fair value of the Plans Level 3 assets for the year ended December 31, 2008.
|
|
Level 3 Assets |
|
||||
|
|
Participant |
|
Group Annuity / |
|
||
|
|
Loans |
|
Investment Contracts |
|
||
|
|
|
|
|
|
||
Balance as of January 1, 2008 |
|
$ |
1,524,971 |
|
$ |
6,249,260 |
|
|
|
|
|
|
|
||
Issuances, repayments and settlements, net |
|
(214,623 |
) |
620,168 |
|
||
|
|
|
|
|
|
||
Balance as of December 31, 2008 |
|
$ |
1,310,348 |
|
$ |
6,869,428 |
|
5. Income Tax Status
The Plan has received a determination letter from the IRS dated September 11, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
11
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of investments at fair value per the financial statements to the Form 5500 at December 31,
|
|
2008 |
|
2007 |
|
||
Investments, at fair value, per the financial statements |
|
$ |
33,108,462 |
|
$ |
48,546,281 |
|
|
|
|
|
|
|
||
Adjustment from fair value to contract value for investments in fully benefit-responsive insurance contracts |
|
782,077 |
|
178,642 |
|
||
|
|
|
|
|
|
||
Investments, per Form 5500 |
|
$ |
33,890,539 |
|
$ |
48,724,923 |
|
12
Methode Electronics, Inc.
401(k) Savings Plan
Notes to Financial Statements (continued)
Methode Electronics, Inc.
401(k) Savings Plan
Schedule H, Line 4i Schedule of Assets
(Held at End of Year)
EIN #36-2090085 Plan #002
December 31, 2008
Identity of Issue |
|
Description of |
|
Shares |
|
Cost |
|
Current |
|
|
Group annuity investment contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hartford Life Insurance Company |
|
Group Annuity Contract |
|
N/A |
|
** |
|
$ |
1,788,477 |
|
|
|
|
|
|
|
|
|
|
|
|
Lincoln Financial Group * |
|
Lincoln Stable Value Fund |
|
5,080,951 |
|
** |
|
5,080,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The American Funds Group |
|
American Balanced Fund |
|
523,760 |
|
** |
|
7,217,414 |
|
|
|
|
American Mutual Fund |
|
179,632 |
|
** |
|
3,427,384 |
|
|
|
|
Europacific Growth Fund |
|
87,820 |
|
** |
|
2,459,841 |
|
|
|
|
Growth Fund of America |
|
186,461 |
|
** |
|
3,818,711 |
|
|
|
|
New Economy Fund |
|
64,056 |
|
** |
|
997,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware Investments |
|
Delaware Diversified Income |
|
156,689 |
|
** |
|
1,240,976 |
|
|
|
|
Delaware Select Growth |
|
74,482 |
|
** |
|
723,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Davis Funds |
|
Davis NY Venture |
|
107,711 |
|
** |
|
2,551,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Vanguard |
|
Total Stock Market Index |
|
4,984 |
|
** |
|
108,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Victory |
|
Victory Special Value |
|
53,523 |
|
** |
|
548,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
|
|
|
|
|
|
|
|
Methode Electronics, Inc.* |
|
Methode Electronics, Inc. |
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
300,321 |
|
** |
|
1,834,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
|
|
|
|
|
|
31,798,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment from fair value to contract value for fully responsive investment contracts |
|
|
|
|
|
782,077 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
Total investments, as adjusted |
|
|
|
|
|
|
|
32,580,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant loans |
|
Interest rates range from 5.0% to 9.25% |
|
|
|
** |
|
1,310,348 |
|
|
|
|
|
|
|
|
|
|
$ |
33,890,539 |
|
*Party in interest.
**Cost information is not required for participant directed investments and participant loans and, therefore, is not included.
13
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
METHODE ELECTRONICS, INC. |
|
|
|
|
|
|
|
Date: June 26, 2009 |
By: |
/s/Douglas A. Koman |
|
|
Douglas A. Koman |
|
|
Chief Financial Officer |
14