STRATTEC SECURITY CORP
10-Q, 2000-05-09
MOTOR VEHICLE PARTS & ACCESSORIES
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<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 March 26, 2000

                                       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: 4,569,640 shares outstanding as of
March 26, 2000.


<PAGE>   2


                          STRATTEC SECURITY CORPORATION

                                    FORM 10-Q

                                 March 26, 2000

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                   Page
Part I - FINANCIAL INFORMATION                                                                     ----

<S><C>                                                                                             <C>
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                                                  7-10
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
</TABLE>




                                       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                Nine Months Ended
                                                             ------------------                -----------------
                                                         March 26,        March 28,        March 26,          March 28,
                                                           2000             1999              2000              1999
                                                      ---------------   ---------------  ---------------   --------------
                                                                 (unaudited)                         (unaudited)
<S>                                                   <C>               <C>              <C>               <C>
Net sales                                                    $ 54,539         $ 51,220         $ 160,932        $ 146,111

Cost of goods sold                                             42,551           39,149           125,507          112,832
                                                      ---------------   --------------    --------------   --------------

    Gross profit                                               11,988           12,071            35,425           33,279

Engineering, selling and administrative
    expenses                                                    4,847            5,078            14,630           14,794
                                                       --------------   --------------    --------------   --------------

    Income from operations                                      7,141            6,993            20,795           18,485

Interest income                                                   146              309               825              785
Interest expense                                                    -                -                 -                -
Other expense, net                                                (91)             (91)             (240)             (74)
                                                      ---------------   --------------    --------------   --------------

    Income before provision for income taxes                    7,196            7,211            21,380           19,196

Provision for income taxes                                      2,806            2,740             8,338            7,250
                                                      ---------------   --------------    --------------   --------------

Net income                                                     $4,390           $4,471           $13,042          $11,946
                                                      ===============   ==============    ==============   ==============


Earnings per share:
Basic                                                          $ 0.94           $ 0.79            $ 2.57           $ 2.11
                                                      ===============   ==============    ==============   ==============
Diluted                                                        $ 0.91           $ 0.77            $ 2.50           $ 2.06
                                                      ===============   ==============    ==============   ==============
</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>

                                                                                            March 26,            June 27,
                                                                                              2000                1999
                                                                                          -------------    --------------
<S>                                                                                       <C>              <C>
ASSETS                                                                                     (unaudited)
Current Assets:
     Cash and cash equivalents                                                                  $ 9,229          $ 28,611
     Receivables, net                                                                            32,027            36,063
       Inventories-
         Finished products                                                                        3,777             4,439
         Work in process                                                                         12,935            11,145
         Raw materials                                                                              732               774
         LIFO adjustment                                                                         (2,538)           (2,554)
                                                                                          -------------    --------------
            Total inventories                                                                    14,906            13,804
     Customer tooling in progress                                                                 4,601             3,758
     Other current assets                                                                         5,337             5,047
                                                                                          -------------    --------------
         Total current assets                                                                    66,100            87,283

Property, plant and equipment                                                                    86,792            81,519
Less: accumulated depreciation                                                                   45,705            40,608
                                                                                          -------------    --------------
     Net property, plant and equipment                                                           41,087            40,911
                                                                                          -------------    --------------

                                                                                              $ 107,187          $128,194
                                                                                          =============    ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                                          $ 19,635          $ 17,386
     Environmental                                                                                2,802             2,820
     Other accrued liabilities                                                                   10,446            12,216
                                                                                          -------------    --------------
         Total current liabilities                                                               32,883            32,422

Deferred Income Taxes                                                                               512               512
Accrued pension and postretirement obligations                                                   13,154            12,915

Shareholders' equity:
     Common stock, authorized 12,000,000 shares $.01 par value, issued 6,018,001
         shares at March 26, 2000, and
          5,945,298 shares at June 27, 1999                                                          60                59
     Capital in excess of par value                                                              45,663            43,999
     Retained earnings                                                                           62,493            49,451
     Cumulative translation adjustments                                                          (1,938)           (2,081)
     Less: treasury stock, at cost (1,448,361 shares at March 26,
                     2000 and 378,788 shares at June 27, 1999)                                  (45,640)           (9,083)
                                                                                          -------------    --------------
         Total shareholders' equity                                                              60,638            82,345
                                                                                          -------------    --------------

                                                                                              $ 107,187          $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>


                                                                                                  Nine Months Ended
                                                                                            March 26,          March 28,
                                                                                              2000                1999
                                                                                          -------------    --------------
                                                                                                    (unaudited)
<S>                                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                               $  13,042         $  11,946
     Adjustments to reconcile net income to net cash provided by operating
         activities:
         Depreciation                                                                             5,648             5,266
         Change in operating assets and liabilities:
            (Increase) decrease in receivables                                                    4,064            (9,390)
            Increase in inventories                                                              (1,102)           (1,157)
            (Increase) decrease in other assets                                                  (1,108)            3,968
            Increase in accounts payable and
                accrued liabilities                                                                 645             3,957
            Other, net                                                                              342               235
                                                                                          -------------    --------------
     Net cash provided by operating activities                                                   21,531            14,825

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property, plant and equipment                                                  (6,020)           (6,206)
                                                                                          -------------    --------------
     Net cash used in investing activities                                                       (6,020)           (6,206)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Purchase of treasury stock                                                                 (36,594)           (3,428)
     Exercise of stock options                                                                    1,701             1,144
                                                                                          -------------    --------------
     Net cash used in financing activities                                                      (34,893)           (2,284)
                                                                                          -------------    --------------
NET INCREASE (DECREASE) IN CASH AND
     CASH EQUIVALENTS                                                                           (19,382)            6,335

CASH AND CASH EQUIVALENTS
     Beginning of period                                                                         28,611            14,754
                                                                                          -------------    --------------
     End of period                                                                            $   9,229         $  21,089
                                                                                          =============    ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Income taxes paid                                                                        $   8,217         $   6,507
     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 March 26, 2000, 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 March 26, 2000 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>
                                                                          Nine Months Ended
                                                                          -----------------
                                                           March 26, 2000                    March 28, 1999
                                                           --------------                    --------------
                                                     Net                 Per-Share      Net                 Per-Share
                                                   Income    Shares        Amount     Income     Shares       Amount
                                                   ------    ------        ------     ------     ------       ------
<S>                                                <C>       <C>         <C>          <C>        <C>        <C>
Basic Earnings Per Share                           $13,042    5,068         $2.57     $11,946     5,654        $2.11
                                                                            =====                              =====
Stock Options                                                   151                                 155
                                                                ---                                 ---
Diluted Earnings Per Share                         $13,042    5,219         $2.50     $11,946     5,809        $2.06
                                                              =====         =====                 =====        =====
</TABLE>


<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                          ------------------
                                                           March 26, 2000                     March 28, 1999
                                                           --------------                     --------------
                                                     Net                 Per-Share      Net                 Per-Share
                                                    Income   Shares        Amount      Income    Shares       Amount
                                                    ------   ------        ------      ------    ------       ------
<S>                                                 <C>      <C>         <C>           <C>       <C>        <C>
Basic Earnings Per Share                            $4,390    4,667         $0.94      $4,471     5,649        $0.79
                                                                            =====                              =====
Stock Options                                                   141                                 158
                                                                ---                                 ---
Diluted Earnings Per Share                          $4,390    4,808         $0.91      $4,471     5,807        $0.77
                                                              =====         =====                 =====        =====
</TABLE>

      Options to purchase 163,623 shares of common stock at prices ranging from
$35.97 to $45.79 per share and 157,357 shares of common stock at prices ranging
from $31.63 to $37.88 per share were outstanding as of March 26, 2000, and March
28, 1999, respectively, 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.

COMPREHENSIVE INCOME
      The following table presents the Company's comprehensive income (in
thousands):

<TABLE>
<CAPTION>
                                                   Three Months Ended                        Nine Months Ended
                                                   ------------------                        -----------------
                                           March 26, 2000      March 28, 1999        March 26, 2000      March 28, 1999
                                           --------------      --------------        --------------      --------------
<S>                                        <C>                 <C>                   <C>                 <C>
Net Income                                     $4,390              $4,471                $13,042             $11,946
Change in Cumulative Translation
      Adjustments, net                            118               (229)                    143               (229)
                                                  ---               -----                -------              ------
Total Comprehensive Income                     $4,508              $4,242                $13,185             $11,717
                                               ======              ======                =======             =======
</TABLE>



                                       6

<PAGE>   7


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 March 26, 2000 compared to the three months ended March 28,
1999

      Net sales for the three months ended March 26, 2000 were $54.5 million, an
increase of 6 percent compared to net sales of $51.2 million for the three
months ended March 28, 1999. During the current quarter, sales to General Motors
Corporation, Ford Motor Company, and Delphi Automotive Systems Corporation each
increased approximately 2 percent over the prior year quarter. Sales to
DaimlerChrysler Corporation increased 9 percent, and sales to Mitsubishi Motor
Manufacturing of America, Inc. were approximately five times the prior year
quarter's level due to an increase in the Company's share of this customers
production requirements.

      Gross profit as a percentage of net sales was 22.0 percent in the current
quarter compared to 23.6 percent in the prior year quarter. The lower gross
margin is the result of several factors including continued investment in
process changes, facilities rearrangement and training associated with Lean
Manufacturing initiatives, product mix, an increase in the cost of zinc, and
increased U.S. dollar costs at the Company's Mexico assembly facility. The major
portion of the facilities rearrangement will be completed over the next 4 to 5
months. Benefits are beginning to be realized in the form of cost reduction,
inventory reduction and the enhanced ability to meet continually increasing
customer requirements for productivity and quality. The cost of zinc per pound,
which the Company uses at a rate of approximately 1 million pounds per month,
increased to an average of $.58 in the current quarter compared to an average of
$.52 in the prior year quarter. The increased U.S. dollar costs at the Company's
Mexico assembly facility are the result of the appreciation of the Mexican peso
combined with annual wage increases effective January 2000, in comparison to the
prior year quarter. The inflation rate in Mexico for the 12 months ended March
2000 was approximately 10 percent while the U.S. dollar/Mexican peso exchange
rate fell to approximately 9.4 in the current year quarter from approximately
9.9 in the prior year quarter. The Company believes the exchange rate will
become more favorable in the last half of calendar 2000.

      Engineering, selling and administrative expenses were $4.8 million in the
current quarter compared to $5.1 million in the prior year quarter. Current year
expense levels reflect the favorable impact of moving the Company's service
aftermarket warehouse and distribution to the Milwaukee facility in April 1999.
Also, included in current year expenses are substantial development activities
associated with new products and the Company's globalization activities with its
alliance partner, WiTTE-Velbert GmbH & Co. KG.

      Income from operations was $7.1 million in the current quarter, compared
to $7.0 million in the prior year quarter. Income from operations was relatively
consistent between periods reflecting the increased sales levels and reduced
gross margins as previously discussed above.

      The effective income tax rate for the current quarter was 39 percent
compared to 38 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.

                                       7

<PAGE>   8


Nine months ended March 26, 2000 compared to the nine months ended March 28,
1999

      Net sales for the nine months ended March 26, 2000 were $160.9 million, an
increase of 10 percent compared to net sales of $146.1 million for the nine
months ended March 28, 1999. Sales to General Motors Corporation and Delphi
Automotive Corporation increased 12 percent to $72.5 million due to increased
production volumes. 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 September quarter. Sales to the Ford Motor Company were
comparable to the prior year period levels due to a combination of model mix
changes and lower Taurus/Sable production. Sales to DaimlerChrysler Corporation
increased 15 percent to $25.1 million. The increase was primarily due to
increased vehicle production schedules and higher value mechanical and
electrical content in the lock sets the Company supplies. Sales to Mitsubishi
Motor Manufacturing of America increased to $6.4 million compared to $1.7 in the
prior year period. This increase is due an increase in the Company's share of
this customer's production requirements.

      Gross profit as a percentage of net sales was 22.0 percent in the nine
months ended March 26, 2000, compared to 22.8 percent in the nine months ended
March 28, 1999. 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, investment in process changes, facilities
rearrangement and training associated with Lean Manufacturing initiatives,
product mix, and increased U.S. dollar costs at the Company's Mexico assembly
facility. The major portion of the facilities rearrangement will be completed
over the next 4 to 5 months. Benefits are beginning to be realized in the form
of cost reduction, inventory reduction and the enhanced ability to meet
continually increasing customer requirements for productivity and quality. The
increased U.S. dollar costs at the Company's Mexico assembly facility are the
result of the appreciation of the Mexican peso and higher wage inflation in
comparison to the prior year quarter. The inflation rate in Mexico for the 12
months ended March 2000 was approximately 10 percent while the U.S.
dollar/Mexican peso exchange rate fell to approximately 9.4 in the nine months
ended March 26, 2000 from approximately 9.8 in the prior year period. The
Company believes the exchange rate will become more favorable in the last half
of calendar 2000. In addition, the average cost of zinc per pound, which the
Company uses at a rate of approximately 1 million pounds per month, increased to
approximately $.55 in the nine months ended March 26, 2000, from approximately
$.53 in the prior year period.

      Engineering, selling and administrative expenses were $14.6 million in the
nine months ended March 26, 2000, compared to $14.8 million in the nine months
ended March 28, 1999. Current year expense levels reflect the favorable impact
of moving the Company's service aftermarket warehouse and distribution to the
Milwaukee facility in April 1999. Also, included in current year expenses are
substantial development activities associated with new products and the
Company's globalization activities with its alliance partner, WiTTE-Velbert GmbH
& Co. KG.

      Income from operations was $20.8 million in the nine months ended March
26, 2000, compared to $18.5 million in the prior year period. The increased
income from operations was primarily due to the increase in sales as previously
discussed above.

      The effective income tax rate for the nine months ended March 26, 2000,
was 39 percent compared to 37.8 percent in the prior year period. 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.

                                       8

<PAGE>   9


Liquidity and Capital Resources

      The Company generated cash from operating activities of $21.5 million in
the nine months ended March 26, 2000. In the nine months ended March 28, 1999,
the Company generated $14.8 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.

      The Company's investment in accounts receivable decreased by approximately
$4.0 million to $32.0 million at March 26, 2000, 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 $1.1 million at March 26, 2000,
as compared to June 27, 1999 in support of increased sales levels.

      Capital expenditures during the nine months ended March 26, 2000 were $6.0
million compared to $6.2 million during the nine months ended March 28, 1999.
The Company anticipates that capital expenditures will be approximately $9
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 1,889,395 outstanding shares. A total of 1,454,880
shares have been repurchased as of March 26, 2000, at a cost of approximately
$45.7 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.

      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 March 26, 2000. 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.

      Inflationary pressures have not significantly impacted the Company over
the last several years, except for zinc and Mexican assembly operations as noted
elsewhere in this Management's Discussion and Analysis.

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.


                                       9
<PAGE>   10


Other

      On October 19, 1999, the Company announced that it had signed a Memorandum
of Understanding with E. WiTTE Verwaltungsgesellschaft GMBH, and its operating
unit, WiTTE-Velbert GmbH & Co. KG ("WiTTE"), 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 has been 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 customer's products, competitive and technological
developments, foreign currency fluctuations 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.

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: May 9, 2000                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>                   9-MOS
<FISCAL-YEAR-END>                          JUL-02-2000
<PERIOD-START>                             JUN-28-1999
<PERIOD-END>                               MAR-26-2000
<CASH>                                           9,229
<SECURITIES>                                         0
<RECEIVABLES>                                   32,277
<ALLOWANCES>                                       250
<INVENTORY>                                     14,906
<CURRENT-ASSETS>                                66,100
<PP&E>                                          86,792
<DEPRECIATION>                                  45,705
<TOTAL-ASSETS>                                 107,187
<CURRENT-LIABILITIES>                           32,883
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            60
<OTHER-SE>                                      60,578
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