<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 29, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
WISCONSIN 39-1804239
(State of Incorporation) (I.R.S. Employer Identification No.)
3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
(Address of Principal Executive Offices)
(414) 247-3333
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common stock, par value $0.01 per share: 5,669,900 shares outstanding as of
December 29, 1996.
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STRATTEC SECURITY CORPORATION
FORM 10-Q
December 29, 1996
INDEX
Page
----
Part I - FINANCIAL INFORMATION
Item 1 Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Results
of Operations and Financial Condition 7-9
Part II - OTHER INFORMATION
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 10
Item 4 Submission of Matters to a Vote of Security Holders 10
Item 5 Other Information 10
Item 6 Exhibits and Reports on Form 8-K 10
2
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Item 1 Financial Statements
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
December 29, December 31, December 29, December 31,
1996 1995 1996 1995
------------ ------------ ------------ ------------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net sales $37,926 $35,537 $74,140 $63,354
Cost of goods sold 29,398 26,865 59,359 49,916
------ ------- ------- -------
Gross profit 8,528 8,672 14,781 13,438
Engineering, selling and administrative
expenses 4,356 3,960 8,518 7,754
------ ------- ------- -------
Income from operations 4,172 4,712 6,263 5,684
Interest expense (57) (120) (137) (142)
Other income, net 73 174 14 222
------ ------- ------- -------
Income before provision for income taxes 4,188 4,766 6,140 5,764
Provision for income taxes 1,590 1,894 2,341 2,292
------ ------- ------- -------
Net income $2,598 $ 2,872 $ 3,799 $ 3,472
====== ======= ======= ========
Earnings per share $ 0.45 $ 0.50 $ 0.66 $ 0.60
====== ======= ======= ========
Weighted Average Shares Outstanding 5,737 5,785 5,762 5,785
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
December 29, June 30,
1996 1996
------------ --------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 178 $ 441
Receivables, net 20,935 18,809
Inventories-
Finished products 4,595 3,926
Work in process 11,148 10,415
Raw materials 1,173 1,591
LIFO adjustment (2,956) (2,526)
------- -------
Total inventories 13,960 13,406
Customer tooling in progress 6,005 7,346
Other current assets 4,428 5,277
------- -------
Total current assets 45,506 45,279
Property, Plant and Equipment 65,923 63,672
Less: accumulated depreciation 27,700 26,081
------- -------
Net property, plant and equipment 38,223 37,591
------- -------
$83,729 $82,870
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 9,305 $13,017
Environmental 2,935 2,966
Other accrued liabilities 7,384 7,600
------- -------
Total current liabilities 19,624 23,583
Deferred Income Taxes 52 52
Borrowings under revolving credit facility 3,665 1,430
Accrued pension and postretirement obligations 10,234 9,507
Shareholders' equity:
Common stock, authorized 12,000,000 shares $.01 par value,
issued 5,787,900 shares 58 58
Capital in excess of par value 40,940 40,909
Retained earnings 12,926 9,127
Cumulative translation adjustments (1,863) (1,796)
------- -------
52,061 48,298
Less: Treasury stock, at cost (118,000 shares at
December 29, 1996) (1,907) -
------- -------
Total shareholders' equity 50,154 48,298
------- -------
$83,729 $82,870
======= =======
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
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STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
Six Months Ended
December 29, December 31,
1996 1995
------------ -----------
(unaudited)
<C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,799 $ 3,472
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation 2,604 1,803
Change in operating assets and liabilities:
Increase in receivables (2,140) (5,254)
Increase in inventories (554) (3,600)
Decrease in other assets 2,182 1,038
Increase (decrease) in accounts payable and
accrued liabilities (3,187) 259
Other, net 46 344
------- -------
Net cash provided by (used in) operating activities 2,750 (1,938)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (3,364) (6,158)
------- -------
Net cash used in investing activities (3,364) (6,158)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from borrowings under revolving credit facility 2,235 4,400
Purchase of treasury stock (1,907) -
Exercise of stock options 31 -
------- -------
Net cash provided by financing activities 359 4,400
EFFECT OF FOREIGN CURRENCY FLUCTUATIONS
ON CASH (8) (232)
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (263) (3,928)
CASH AND CASH EQUIVALENTS
Beginning of period 441 4,262
------- -------
End of period $ 178 $ 334
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 942 $ 2,773
Interest paid 146 142
</TABLE>
The accompanying notes are an integral part of these statements.
5
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STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF FINANCIAL STATEMENTS
STRATTEC SECURITY CORPORATION (the "Company") designs, develops,
manufacturers and markets mechanical locks, electro-mechanical locks and
related security products for North American automotive manufacturers. The
accompanying financial statements reflect the consolidated results of the
Company, its wholly owned Mexican subsidiary, and its foreign sales
corporation.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments which are of a normal recurring nature,
necessary to present fairly the financial position as of December 29, 1996, and
the results of operations and cash flows for the periods then ended. All
significant intercompany transactions have been eliminated. Interim financial
results are not necessarily indicative of operating results for an entire year.
Certain amounts previously reported have been reclassified to conform to
the December 29, 1996 presentation.
(2) ENVIRONMENTAL MATTERS
In 1995, the Company recorded a provision of $3 million for estimated
costs to remediate a site at the Company's Milwaukee facility that was
contaminated by a solvent spill which occurred in 1985. The environmental
reserve reflects this provision.
6
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Item 2
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following Discussion and Analysis should be read in conjunction with
the Company's accompanying Financial Statements and Notes thereto and the
Company's 1996 Annual Report. Unless otherwise indicated, all references to
years refer to fiscal years.
Analysis of Results of Operations
Three months ended December 29, 1996 compared to the three months ended
December 31, 1995
Net sales increased 7 percent to $37.9 million for the three months ended
December 29, 1996, from $35.5 million for the three months ended December 31,
1995. The sales increase is primarily due to sales to the Ford Motor Company
which increased approximately $4.0 million in the current quarter compared to
the prior year quarter. During the current quarter, the Company made
production volume shipments for all vehicle programs which it supplies to Ford.
Production on the majority of these programs was phased in during the prior
fiscal year. Sales to Chrysler Corporation were comparable to the prior year
quarter. Sales to General Motors Corporation were approximately $2.0 million
lower in the current quarter compared to the prior year quarter primarily as a
result of General Motors labor disruptions early in the quarter.
Gross profit as a percentage of net sales was 22.5 percent in the three
months ended December 29, 1996, compared to 24.4 percent in the three months
ended December 31, 1995. Although gross profit margins were lower than the
prior year quarter, they have improved from the lower gross profit margins
experienced in the fourth quarter of fiscal 1996 and the first quarter of
fiscal 1997 as scrap levels and expedited freight costs have continued to
decrease in the current quarter.
Engineering, selling and administrative expenses were $4.4 million or 11.5
percent of net sales for the three months ended December 29, 1996, compared to
$4.0 million or 11.1 percent of net sales for the three months ended December
31, 1995. The increase is primarily due to increased engineering expenses in
support of current and future vehicle programs.
Income from operations was $4.2 million in the current quarter, compared
to $4.7 million in the prior year quarter. Income from operations decreased
reflecting the reduced gross profit margins as previously discussed above.
The effective income tax rate for the current quarter was 38.0 percent
compared to 39.7 percent in the prior year quarter. The current quarter rate
is comparable to the effective rate for the fiscal year ended June 30, 1996.
The effective rate differs from the federal statutory tax rate primarily due to
the effects of state income taxes.
Six months ended December 29, 1996 compared to the six months ended
December 31, 1995
Net sales increased 17 percent to $74.1 million for the six months ended
December 29, 1996, compared to $63.4 million for the six months ended December
31, 1995. The increase is primarily due to sales to the Ford Motor Company
which increased approximately $11.7 compared to the prior year period. During
the six months ended December 29, 1996, the Company made production volume
shipments for all vehicle programs which it supplies to Ford. Production on
the majority of these programs was phased in during the prior fiscal
7
<PAGE> 8
year. Sales to Chrysler Corporation increased by a total of approximately 7
percent compared to the prior year period due to increased vehicle production
and increased product content and features in the locksets supplied by the
Company. Sales to General Motors Corporation were approximately $1.4 million
lower in six months ended December 29, 1996 compared to the prior year period
as a result of General Motors labor disruptions early in the second quarter.
Gross profit as a percentage of net sales was 19.9 percent in the six
months ended December 29, 1996, compared to 21.2 percent in the six months
ended December 31, 1995. Gross profit margins were lower than the prior year
period reflecting lower gross profit margins during the second quarter as
previously discussed.
Engineering, selling and administrative expenses were $8.5 million for the
six months ended December 29, 1996, compared to $7.8 million for the six months
ended December 31, 1995. The increase is primarily due to increased
engineering expenses in support of current and future vehicle programs.
Income from operations was $6.3 million in the six months ended December
29, 1996, compared to $5.7 million in the six months ended December 31, 1995.
Income from operations increased reflecting the increased sales volume as
previously discussed above.
The effective income tax rate for the six months ended December 29, 1996
was 38.1 percent compared to 39.8 percent for the six months ended December 31,
1995. The current period rate is comparable to the effective rate for the
fiscal year ended June 30, 1996. The effective rate differs from the federal
statutory tax rate primarily due to the effects of state income taxes.
Liquidity and Capital Resources
Capital expenditures during the six months ended December 29, 1996 were
$3.4 million compared to $6.2 million during the six months ended December 31,
1995. The decrease in capital expenditures compared to the prior year period
is due to the timing of expenditures for new product programs. The Company
anticipates that capital expenditures will be approximately $10 million to $11
million in fiscal 1997 in support of additional product programs, and the
upgrade and replacement of existing equipment at the production facilities.
The Company's investment in accounts receivable increased by approximately
$2.1 million to $20.9 million at December 29, 1996, as compared to 18.8 million
at June 30, 1996, primarily due to the receipt of normal payments from
significant customers subsequent to December 29, 1996. Inventory levels at
December 29, 1996, were consistent with the levels at June 30, 1996.
The Company has a $25 million unsecured, revolving credit facility (the
"Credit Facility"). Outstanding borrowings under the Credit Facility were
approximately $3.7 million at December 29, 1996, primarily due to the increase
in accounts receivable as previously discussed above as well as the repurchase
of stock as discussed below. The Company believes that the Credit Facility
will be adequate, along with cash flow from operations, to meet its anticipated
capital expenditure, working capital and operating expenditure requirements.
Funding of the environmental remediation at the Milwaukee facility is not
expected to impact ongoing operations.
The Board of Directors of the Company has authorized a stock repurchase
program to buy back up to five percent of the 5.8 million outstanding shares.
A total of 118,000 shares have been repurchased as of December 29, 1996, at a
cost of approximately $1.9 million. The stock repurchase program is funded
through the Credit Facility along with cash flow from operations.
8
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The Company has not been significantly impacted by inflationary pressures
over the last several years. Primary raw materials are high grade zinc and
brass which are generally subject to commodity pricing and variations in the
market prices of these materials.
Mexican Operations
The Company has assembly operations in Juarez, Mexico. The functional
currency of the Mexican operation through December 29, 1996 was the Mexican
Peso. The effects of currency fluctuations resulted in adjustments to the U.S.
dollar value of the Company's net assets and to the equity accounts in
accordance with FAS No. 52, "Foreign Currency Translation." Effective December
30, 1996, the functional currency of the Mexican operation is the U.S. dollar
as Mexico is considered to be a highly inflationary economy in accordance with
FAS No. 52. The effect of currency fluctuations in the remeasurement process
will be included in the determination of income.
A number of the matters and subject areas discussed in this Form 10-Q that
are not historical or current facts deal with potential future circumstances
and developments. These include expected future financial results, liquidity
needs, financing ability, management's or the Company's expectations and
beliefs and similar matters discussed in the Company's Management Discussion
and Analysis of Results of Operations and Financial Condition. The discussions
of such matters and subject areas are qualified by the inherent risk and
uncertainties surrounding future expectations generally, and also may
materially differ from the Company's actual future experience. The Company's
business, operations and financial performance are subject to certain risks and
uncertainties which could result in material differences in actual results from
the Company's current expectations. These risks and uncertainties include, but
are not limited to, general economic conditions, demand for the Company's
products and costs of operations.
9
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Part II
Other Information
Item 1 Legal Proceedings - None
Item 2 Changes in Securities - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders -
At the Company's Annual Meeting held on October 22, 1996, the
shareholders voted to elect Michael J. Koss and John G. Cahill as
directors for a term to expire in 1999. The number of votes cast for
and withheld in the election of Michael J. Koss were 5,061,672 and
21,099, respectively. The number of votes cast for and withheld in the
election of John G. Cahill were 5,070,003 and 12,768, respectively.
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
3.1* Amended and Restated Articles of Incorporation of the Company
3.2* By-Laws of the Company
4.1* Rights Agreement dated as of February 6, 1995 between the
Company and Firstar Trust Company, as Rights Agent
(b) Reports on Form 8-K - None
- ------------------------
* Incorporated by reference to Amendment No. 2 to the Company's Form 10 filed
on February 6, 1995.
SIGNATURE
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.
STRATTEC SECURITY CORPORATION (Registrant)
Date: February 11, 1997 By /S/ John G. Cahill
---------------------------
John G. Cahill
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Accounting and Financial
Officer)
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-29-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-29-1996
<CASH> 178
<SECURITIES> 0
<RECEIVABLES> 21,185
<ALLOWANCES> 250
<INVENTORY> 13,960
<CURRENT-ASSETS> 45,506
<PP&E> 65,923
<DEPRECIATION> 27,700
<TOTAL-ASSETS> 83,729
<CURRENT-LIABILITIES> 19,624
<BONDS> 3,665
0
0
<COMMON> 58
<OTHER-SE> 50,096
<TOTAL-LIABILITY-AND-EQUITY> 83,729
<SALES> 74,140
<TOTAL-REVENUES> 74,140
<CGS> 59,359
<TOTAL-COSTS> 59,359
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 137
<INCOME-PRETAX> 6,140
<INCOME-TAX> 2,341
<INCOME-CONTINUING> 3,799
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,799
<EPS-PRIMARY> .66
<EPS-DILUTED> .66
</TABLE>
