<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 September 26, 1999
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: 5,456,057 shares outstanding as of
September 26, 1999.
<PAGE> 2
STRATTEC SECURITY CORPORATION
FORM 10-Q
September 26, 1999
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
Item 3 Quantitative and Qualitative Disclosures About Market Risk 10
Part II - OTHER INFORMATION
Item 1 Legal Proceedings 11
Item 2 Changes in Securities and Use of Proceeds 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
2
<PAGE> 3
Item 1 Financial Statements
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
------------------
September 26, September 27,
1999 1998
--------------- ---------------
(unaudited)
<S> <C> <C>
Net sales $ 49,667 $ 40,362
Cost of goods sold 38,979 31,527
-------- --------
Gross profit 10,688 8,835
Engineering, selling and administrative
expenses 4,888 4,686
-------- --------
Income from operations 5,800 4,149
Interest income 388 244
Other income (expense), net (108) 72
-------- --------
Income before provision for income taxes 6,080 4,465
Provision for income taxes 2,372 1,652
-------- --------
Net income $ 3,708 $ 2,813
======== ========
Earnings per share:
Basic $ .67 $ .49
======== ========
Diluted $ .65 $ .48
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE> 4
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
September 26, June 27,
1999 1999
--------------- -----------
ASSETS (unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 25,927 $ 28,611
Receivables, net 31,524 36,063
Inventories-
Finished products 3,870 4,439
Work in process 13,445 11,145
Raw materials 924 774
LIFO adjustment (2,559) (2,554)
--------- ----------
Total inventories 15,680 13,804
Customer tooling in progress 3,852 3,758
Other current assets 5,170 5,047
--------- ----------
Total current assets 82,153 87,283
Property, plant and equipment 83,299 81,519
Less: accumulated depreciation 42,395 40,608
--------- ----------
Net property, plant and equipment 40,904 40,911
--------- ----------
$ 123,057 $ 128,194
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 15,026 $ 17,386
Environmental 2,816 2,820
Other accrued liabilities 9,926 12,216
--------- ----------
Total current liabilities 27,768 32,422
Deferred Income Taxes 512 512
Accrued pension and postretirement obligations 12,715 12,915
Shareholders' equity:
Common stock, authorized 12,000,000 shares
$.01 par value, issued 5,974,028
shares at September 26, 1999, and
5,945,298 shares at June 27, 1999 60 59
Capital in excess of par value 44,687 43,999
Retained earnings 53,159 49,451
Cumulative translation adjustments (1,997) (2,081)
Less: treasury stock, at cost (517,971 shares
at September 26, 1999 and 378,788 shares at (13,847) (9,083)
June 27, 1999)
--------- ----------
Total shareholders' equity 82,062 82,345
--------- ----------
$ 123,057 $ 128,194
========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
4
<PAGE> 5
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended
-------------------
September 26, September 27,
1999 1998
--------------- ----------------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,708 $ 2,813
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 1,843 1,728
Change in operating assets and liabilities:
(Increase) decrease in receivables 4,553 (3,866)
Increase in inventories (1,876) (46)
Increase in other assets (201) (638)
Increase (decrease)in accounts payable and
accrued liabilities (4,887) 63
Other, net 59 (27)
-------- --------
Net cash provided by operating activities 3,199 27
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (1,807) (1,000)
-------- --------
Net cash used in investing activities (1,807) (1,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (4,778) (3,230)
Exercise of stock options 702 78
-------- --------
Net cash used in financing activities (4,076) (3,152)
-------- --------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (2,684) (4,125)
CASH AND CASH EQUIVALENTS
Beginning of period 28,611 14,754
-------- --------
End of period $ 25,927 $ 10,629
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 386 $ 195
Interest paid - -
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 6
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF FINANCIAL STATEMENTS
STRATTEC SECURITY CORPORATION (the "Company") designs, develops,
manufactures and markets mechanical locks, electro-mechanical locks and related
security products for major 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 September 26, 1999, and
the results of operations and cash flows for the period 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 September 26, 1999 presentation.
EARNINGS PER SHARE (EPS)
A reconciliation of the components of the basic and diluted per-share
computations follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
------------------
September 26, 1999 September 27, 1998
------------------ ------------------
Net Per-Share Net Per-Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Basic Earnings Per Share $3,708 5,511 $0.67 $2,813 5,701 $0.49
===== =====
Stock Options 160 159
----- -----
Diluted Earnings Per Share $3,708 5,671 $0.65 $2,813 5,860 $0.48
===== ===== ===== =====
</TABLE>
Options to purchase the following shares of common stock were outstanding
as of each date indicated but were not included in the computation of diluted
EPS because the options' exercise prices were greater than the average market
price of the common shares:
<TABLE>
<CAPTION>
Exercise
Shares Price
------ ------
<S> <C> <C>
September 26, 1999 80,000 $45.79
78,623 $37.88
5,000 $35.97
September 27, 1998 80,000 $37.88
80,000 $31.98
5,000 $31.63
</TABLE>
COMPREHENSIVE INCOME
The following table presents the Company's comprehensive income (in
thousands):
<TABLE>
<CAPTION>
Three Months Ended
------------------
September 26, 1999 September 27, 1998
------------------ ------------------
<S> <C> <C>
Net Income $3,708 $2,813
Change in Cumulative Translation
Adjustments, net 84 -
------ ------
Total Comprehensive Income $3,792 $2,813
====== ======
</TABLE>
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 Management's Discussion and Analysis should be read in
conjunction with the Company's accompanying Financial Statements and Notes
thereto and the Company's 1999 Annual Report. Unless otherwise indicated, all
references to years refer to fiscal years.
Analysis of Results of Operations
Three months ended September 26, 1999 compared to the three months ended
September 27, 1998
Net sales for the three months ended September 26, 1999 were $49.7
million, a increase of 23 percent compared to net sales of $40.4 million for the
three months ended September 27, 1998. Sales to the Company's largest customers
increased in the current quarter compared to the prior year quarter, with
General Motors and Delphi Automotive Systems Corporation increasing 42 percent,
DaimlerChrysler Corporation increasing 18 percent and Ford Motor Company
increasing 6 percent. This sales growth was primarily due to a combination of
higher value mechanical and electro-mechanical content and increased production
volumes at these customers. In addition, labor disruptions at General Motors
Corporation during July 1998 reduced sales to this customer by an estimated $4.4
million during the prior year quarter.
Gross profit as a percentage of net sales was 21.5 percent in the current
quarter compared to 21.9 percent in the prior year quarter. The lower gross
margin is the result of several factors including higher production start-up
costs relating to the launch of the new model year 2000 vehicles, plant
rearrangement costs associated with the Milwaukee facility, and product mix. In
addition, the gross margin was negatively impacted as inflationary cost
pressures in Mexico over the last 12 months have resulted in higher U.S. dollar
costs. The inflation rate in Mexico for the 12 months ended September 1999 was
approximately 16 percent while the U.S. dollar/Mexican peso exchange rate fell
to approximately 9.35 in the current year quarter from approximately 9.50 in the
prior year quarter. The negative impact of these factors was partially offset by
a decrease in the cost of zinc, which the Company uses at a rate of
approximately 1 million pounds per month. The cost of zinc per pound averaged
approximately $.52 in the current quarter compared to approximately $.61 in the
prior year quarter.
Engineering, selling and administrative expenses were $4.9 million in the
current quarter which is consistent with the prior year quarter.
Income from operations was $5.8 million in the current quarter, compared
to $4.2 million in the prior year quarter. The increased income from operations
was primarily due to the increase in sales as previously discussed above.
The effective income tax rate for the current quarter was 39 percent
compared to 37 percent in the prior year quarter. The increase is due to an
increase in the federal statutory tax rate resulting from higher net income
levels as well as an increase in the state effective tax rate. The overall
effective rate differs from the federal statutory tax rate primarily due to the
effects of state income taxes.
Liquidity and Capital Resources
The Company generated cash from operating activities of $3.2 million in
the three months ended September 26, 1999. In the three months ended September
27, 1998, the Company generated $27,000 in cash from operating activities. The
increased generation of cash is primarily due to the reduction in sales to
General Motors during June 1998 and July 1998 as a result of previously
discussed labor disruptions at this customer.
7
<PAGE> 8
The Company's investment in accounts receivable decreased by approximately
$4.5 million to $31.5 million at September 26, 1999, as compared to $36.1
million at June 27, 1999, primarily due to a decrease in outstanding billings
for customer tooling. Inventories increased by approximately $1.9 million at
September 26, 1999, as compared to June 27, 1999 in support of increased sales
levels.
Capital expenditures during the three months ended September 26, 1999 were
$1.8 million compared to $1.0 million during the three months ended September
27, 1998. The Company anticipates that capital expenditures will be
approximately $9 million to $10 million in 2000, primarily in support of
requirements for new product programs and the upgrade and replacement of
existing equipment.
The Board of Directors of the Company has authorized a stock repurchase
program to buy back up to 889,395 outstanding shares. A total of 673,000 shares
have been repurchased as of September 30, 1999, at a cost of approximately $19.1
million. Additional repurchases may occur from time to time. Funding for the
repurchases was provided by cash flow from operations and borrowings under
existing credit facilities. In October 1999, the Board of Directors of the
Company authorized the repurchase of an additional 500,000 outstanding shares
bringing the total number of authorized shares in the repurchase program to
1,389,395.
The Company has a $25 million unsecured, revolving credit facility (the
"Credit Facility") which expires October 2001. There were no outstanding
borrowings under the Credit Facility at September 26, 1999. Interest on
borrowings under the Credit Facility are at varying rates based, at the
Company's option, on the London Interbank Offering Rate, the Federal Funds Rate,
or the bank's prime rate. The credit facility contains various restrictive
covenants including covenants that require the Company to maintain minimum
levels for certain financial ratios such as tangible net worth, ratio of
indebtedness to tangible net worth and fixed charge coverage. 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.
The Company has not been significantly impacted by inflationary pressures
over the last several years, except for zinc and Mexican assembly operations as
noted elsewhere in this Management's Discussion and Analysis.
Year 2000 Compliance
The Company's Year 2000 readiness project has been ongoing since late
1997. The plan addresses operating systems, the manufacturing operations,
customers and suppliers. The Company's operating systems have been fully updated
to Year 2000 compliant versions. The Year 2000 compliant versions are currently
in use throughout the Company. Tests have been performed in which transaction
dates were set forward past January 1, 2000. These test transactions were
accurately processed. The Company plans to continue testing and retesting
throughout the remainder of the calendar year. Verification that all equipment
used in the manufacturing operations is Year 2000 compliant has been completed.
A Year 2000 readiness questionnaire has been distributed to all suppliers and a
risk analysis has been prepared for each supplier based on the completed
questionnaires. On-site assessments have been and continue to be performed for
all high-risk suppliers. Based on the results of on-site assessments, alternate
sources will be identified as necessary.
The Company is instituting contingency planning. The Company will limit
vacations during late 1999 and early 2000, and the information systems
department will be staffed over the millennium weekend. A chain of command is
being established to respond to unforeseen events and to ensure that personnel
will be available to handle issues that may arise. Despite the Company's
efforts, there is no guarantee or assurance that all Year 2000 problems will be
uncovered.
The Company is participating in a program coordinated by the Automotive
Industries Action Group ("AIAG"), a group sponsored by General Motors
Corporation, DaimlerChrysler Corporation and the Ford Motor Company. Based upon
the guidelines of a Year 2000 Readiness Self-Assessment developed by the AIAG,
the Company is classified as a low risk supplier in relation to Year 2000
compliance.
8
<PAGE> 9
The Company implemented a new business information system in February
1997. No significant modifications to the software to be compliant with the
requirements to process transactions in the Year 2000 were required. Therefore,
the Company's cost to become Year 2000 compliant was not material to its
financial condition or results of operations.
Mexican Operations
The Company has assembly operations in Juarez, Mexico. Since December 28,
1998, and prior to December 30, 1996, the functional currency of the Mexican
operation has been the Mexican peso. The effects of currency fluctuations result
in adjustments to the U.S. dollar value of the Company's net assets and to the
equity accounts in accordance with Statement of Financial Accounting Standard
(SFAS) No. 52, "Foreign Currency Translation." During the period December 30,
1996, to December 27, 1998, the functional currency of the Mexican Operation was
the U.S. dollar, as Mexico was then considered to be a highly inflationary
economy in accordance with SFAS No. 52. The effect of currency fluctuations in
the remeasurement process was included in the determination of income. The
effect of the December 28, 1998, functional currency change was not material to
the financial results of the Company.
Other
On October 19, 1999, the Company announced that it had signed a Memorandum
of Understanding with E. Witte Verwaltungsgesellschaft MBH, and its operating
unit, Witte-Velbert GmbH & Co. KG, which details the intent to form a strategic
alliance and joint venture. Witte, of Velbert, Germany, is a privately held, QS
9000 and VDA 6.1 certified automotive supplier with sales of over DM300 million
in their last fiscal year. Witte designs, manufactures and markets components
including locks and keys, hood latches, rear compartment latches, seat back
latches, door handles and specialty fasteners. Witte's primary market for these
products has been Europe. The proposed Witte-STRATTEC alliance provides for the
manufacture, distribution and sale of Witte products by the Company in North
America, and the manufacture, distribution and sale of the Company's products by
Witte in Europe. Additionally, a joint venture company in which each company
holds a 50 percent interest will immediately be established to seek
opportunities to manufacture and sell both companies' products in other areas of
the world.
Forward Looking Statements
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, product
offerings, global expansion, liquidity needs, financing ability, planned capital
expenditures, 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, in
particular, relating to the automotive industry, consumer demand for the
Company's and its customers products, competitive and technological
developments, foreign currency fluctuations, Year 2000 compliance issues and
costs of operations.
Shareholders, potential investors and other readers are urged to consider
these factors carefully in evaluating the forward-looking statements and are
cautioned not to place undue reliance on such forward-looking statements. The
forward-looking statements made herein are only made as of the date of this Form
10-Q and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
9
<PAGE> 10
Item 3 Quantitative and Qualitative Disclosures About Market Risk
The Company does not utilize financial instruments for trading purposes
and holds no derivative financial instruments which would expose the Company to
significant market risk. The Company has not had outstanding borrowings since
December 1997. The Company has been in an investment position since this time
and expects to remain in an investment position for the foreseeable future.
There is therefore no significant exposure to market risk for changes in
interest rates. The Company is subject to foreign currency exchange rate
exposure related to the Mexican assembly operations.
10
<PAGE> 11
Part II
Other Information
Item 1 Legal Proceedings - None
Item 2 Changes in Securities and Use of Proceeds - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders - None
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
27 Financial Data Schedule
(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: November 8, 1999 By /S/ Patrick J. Hansen
----------------------
Patrick J. Hansen
Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Accounting and Financial Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-02-2000
<PERIOD-START> JUN-28-1999
<PERIOD-END> SEP-26-1999
<CASH> 25,927
<SECURITIES> 0
<RECEIVABLES> 31,774
<ALLOWANCES> 250
<INVENTORY> 15,680
<CURRENT-ASSETS> 82,153
<PP&E> 83,299
<DEPRECIATION> 42,395
<TOTAL-ASSETS> 123,057
<CURRENT-LIABILITIES> 27,768
<BONDS> 0
0
0
<COMMON> 60
<OTHER-SE> 82,002
<TOTAL-LIABILITY-AND-EQUITY> 123,057
<SALES> 49,667
<TOTAL-REVENUES> 49,667
<CGS> 38,979
<TOTAL-COSTS> 38,979
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 6,080
<INCOME-TAX> 2,372
<INCOME-CONTINUING> 3,708
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,708
<EPS-BASIC> .67
<EPS-DILUTED> .65
</TABLE>
