strattecdec302007form10q.htm
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 30, 2007
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
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (check one):
Large
Accelerated filer
Accelerated
filer X
Non-accelerated
filer
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). YES
NO X
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: 3,493,906 shares outstanding as of
December 30, 2007.
STRATTEC
SECURITY CORPORATION
FORM
10-Q
December
30, 2007
INDEX
|
|
Page |
Part
I - FINANCIAL INFORMATION
|
Item
1
|
Financial
Statements
|
|
|
Condensed
Consolidated Statements of Income
|
3
|
|
Condensed
Consolidated Balance Sheets
|
4
|
|
Condensed
Consolidated Statements of Cash Flows
|
5
|
|
Notes
to Condensed Consolidated Financial Statements
|
6-10
|
Item
2
|
Management’s
Discussion and Analysis of Financial Condition and
Results of Operations
|
11-17
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
18
|
Item
4
|
Controls
and Procedures
|
18
|
Part
II -
OTHER INFORMATION
Item
1
|
Legal
Proceedings
|
19
|
Item
1A
|
Risk
Factors
|
19
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
19
|
Item
3
|
Defaults
Upon Senior Securities
|
19
|
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
19
|
Item
5
|
Other
Information
|
19
|
Item
6
|
Exhibits
|
19
|
PROSPECTIVE
INFORMATION
A
number
of the matters and subject areas discussed in this Form 10-Q contain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements may be identified by
the use of forward-looking
words or phrases such as “anticipate,” “believe,” “would,”
“expect,” “intend,” “may,” “planned,” “potential,” “should,” “will” and
“could.” These statements 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 this Form 10-Q. The
discussions of such matters and subject areas are qualified by the inherent
risks 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, customer demand for the Company’s and its
customers’ products, competitive and technological developments, customer
purchasing actions, foreign currency fluctuations, costs of operations and
other
matters described under the caption “Risk Factors” in the Management’s
Discussion and Analysis of Financial Condition and Results of Operations section
of this Form 10-Q and in the section titled “Risk Factors” in the Company’s Form
10-K report filed with the Securities and Exchange Commission for the year
ended
July 1, 2007.
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 occurring after the date of this Form
10-Q.
Item
1 Financial
Statements
STRATTEC
SECURITY CORPORATION AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF
INCOME
(In
Thousands, Except Per Share
Amounts)
(Unaudited)
|
|
Three
Months Ended
|
|
Six
Months Ended
|
|
|
December
30,
|
|
|
December
31,
|
|
|
December
30, |
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
Net
sales
|
|
$ |
39,908 |
|
|
$ |
37,913 |
|
|
$ |
82,647 |
|
|
$ |
75,963 |
|
Cost
of goods
sold
|
|
|
33,002 |
|
|
|
32,873 |
|
|
|
67,347 |
|
|
|
65,641 |
|
Gross
profit
|
|
|
6,906 |
|
|
|
5,040 |
|
|
|
15,300 |
|
|
|
10,322 |
|
Engineering,
selling and
administrative expenses
|
|
|
5,838 |
|
|
|
4,852 |
|
|
|
11,631 |
|
|
|
9,908 |
|
Income
from
operations
|
|
|
1,068 |
|
|
|
188 |
|
|
|
3,669 |
|
|
|
414 |
|
Interest
income
|
|
|
814 |
|
|
|
905 |
|
|
|
1,727 |
|
|
|
1,827 |
|
Other
income,
net
|
|
|
158 |
|
|
|
121 |
|
|
|
466 |
|
|
|
149 |
|
Minority
interest
|
|
|
69 |
|
|
|
- |
|
|
|
118 |
|
|
|
- |
|
Income
before provision for income
taxes
|
|
|
2,109 |
|
|
|
1,214 |
|
|
|
5,980 |
|
|
|
2,390 |
|
Provision
for income
taxes
|
|
|
786 |
|
|
|
120 |
|
|
|
2,238 |
|
|
|
555 |
|
Net
income
|
|
$ |
1,323 |
|
|
$ |
1,094 |
|
|
$ |
3,742 |
|
|
$ |
1,835 |
|
Earnings
per
share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.38 |
|
|
$ |
0.31 |
|
|
$ |
1.07 |
|
|
$ |
0.51 |
|
Diluted
|
|
$ |
0.38 |
|
|
$ |
0.31 |
|
|
$ |
1.06 |
|
|
$ |
0.51 |
|
Average
Shares
Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
3,506 |
|
|
|
3,539 |
|
|
|
3,513 |
|
|
|
3,568 |
|
Diluted
|
|
|
3,512 |
|
|
|
3,542 |
|
|
|
3,518 |
|
|
|
3,571 |
|
Cash
dividends per
share
|
|
$ |
0.15 |
|
|
|
- |
|
|
$ |
1.30 |
|
|
|
- |
|
The
accompanying notes are an integral
part of these condensed consolidated statements of income.
STRATTEC
SECURITY CORPORATION AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE
SHEETS
(In
Thousands, Except Share
Amounts)
|
|
December
30,
|
|
|
July
1,
|
|
|
2007
|
|
|
|
2007
|
|
ASSETS
|
|
(Unaudited)
|
|
|
|
|
Current
Assets:
|
|
Cash
and cash
equivalents
|
|
$ |
60,242 |
|
|
$ |
65,491 |
|
Receivables,
net
|
|
|
20,090 |
|
|
|
26,890 |
|
Inventories-
|
|
Finished
products
|
|
|
4,386 |
|
|
|
2,660 |
|
Work
in
process
|
|
|
5,084 |
|
|
|
4,522 |
|
Purchased
Materials
|
|
|
5,623 |
|
|
|
4,813 |
|
LIFO
adjustment
|
|
|
(4,367 |
) |
|
|
(4,829 |
) |
Total
inventories
|
|
|
10,726 |
|
|
|
7,166 |
|
Other
current
assets
|
|
|
13,308 |
|
|
|
13,017 |
|
Total
current
assets
|
|
|
104,366 |
|
|
|
112,564 |
|
Deferred
income
taxes
|
|
|
2,420 |
|
|
|
2,117 |
|
Investment
in joint
ventures
|
|
|
3,201 |
|
|
|
2,813 |
|
Prepaid
pension
obligations
|
|
|
6,948 |
|
|
|
4,385 |
|
Other
long-term
assets
|
|
|
35 |
|
|
|
41 |
|
|
|
Property,
plant and
equipment
|
|
|
116,675 |
|
|
|
112,920 |
|
Less:
accumulated
depreciation
|
|
|
(89,196 |
) |
|
|
(86,394 |
) |
Net
property, plant and
equipment
|
|
|
27,479 |
|
|
|
26,526 |
|
|
|
$ |
144,449 |
|
|
$ |
148,446 |
|
LIABILITIES
AND SHAREHOLDERS'
EQUITY
Current
Liabilities:
|
|
|
|
|
|
Accounts
payable
|
|
$ |
12,524 |
|
|
$ |
16,575 |
|
Accrued
Liabilities:
|
|
|
|
|
|
|
Payroll
and
benefits
|
|
|
6,903 |
|
|
|
6,280 |
|
Environmental
reserve
|
|
|
2,650 |
|
|
|
2,655 |
|
Other
|
|
|
6,496 |
|
|
|
5,971 |
|
Total
current
liabilities
|
|
|
28,573 |
|
|
|
31,481 |
|
Accrued
pension
obligations
|
|
|
3,016 |
|
|
|
2,855 |
|
Accrued
postretirement
obligations
|
|
|
10,623 |
|
|
|
10,576 |
|
|
|
|
|
|
|
|
|
|
Minority
interest
|
|
|
775 |
|
|
|
574 |
|
|
|
|
|
|
|
|
|
|
Shareholders'
Equity:
|
|
|
|
|
|
|
Common
stock, authorized
12,000,000 shares, $.01 par value,
issued
6,887,757 shares at
December 30, 2007 and July 1, 2007
|
|
|
69 |
|
|
|
69 |
|
Capital
in excess of par
value
|
|
|
78,633 |
|
|
|
78,122 |
|
Retained
earnings
|
|
|
165,053 |
|
|
|
165,928 |
|
Accumulated
other comprehensive
loss
|
|
|
(14,333 |
)
|
|
|
(14,341 |
)
|
Less:
treasury stock, at cost
(3,393,851 shares at December 30,
2007
and 3,368,619 shares at July
1, 2007)
|
|
|
(127,960 |
)
|
|
|
(126,818 |
)
|
Total
shareholders'
equity
|
|
|
101,462 |
|
|
|
102,960 |
|
|
|
$ |
144,449 |
|
|
$ |
148,446 |
|
The
accompanying notes are an integral
part of these condensed consolidated balance sheets.
STRATTEC
SECURITY CORPORATION AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF
CASH FLOWS
(In
Thousands)
|
|
Six
Months Ended
|
|
|
December
30,
|
|
December
31,
|
|
|
|
2007
|
|
|
|
2006
|
|
|
|
|
(Unaudited)
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net
income
|
|
$ |
3,742 |
|
|
$ |
1,835 |
|
Adjustments
to reconcile net
income to net cash provided by
operating
activities:
|
|
|
|
|
|
|
|
|
Minority
interest
|
|
|
(148 |
) |
|
|
- |
|
Depreciation
|
|
|
3,496 |
|
|
|
3,517 |
|
Stock
based compensation
expense
|
|
|
492 |
|
|
|
379 |
|
Change
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
6,788 |
|
|
|
6,735 |
|
Inventories
|
|
|
(3,560 |
) |
|
|
1,197 |
|
Other
assets
|
|
|
(3,171 |
) |
|
|
(2,424 |
) |
Accounts
payable and accrued
liabilities
|
|
|
(3,457 |
) |
|
|
(4,522 |
) |
Other,
net
|
|
|
(342 |
) |
|
|
132 |
|
Net
cash
provided by operating activities
|
|
|
3,840 |
|
|
|
6,849 |
|
|
|
CASH
FLOWS FROM INVESTING
ACTIVITIES:
|
|
Investment
in joint
ventures
|
|
|
- |
|
|
|
(100 |
) |
Purchase
of property, plant and
equipment
|
|
|
(4,474 |
) |
|
|
(2,292 |
) |
Proceeds
received on sale of
property, plant and equipment
|
|
|
- |
|
|
|
21 |
|
Net
cash used in investing
activities
|
|
|
(4,474 |
) |
|
|
(2,371 |
) |
|
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
|
Purchase
of treasury
stock
|
|
|
(1,146 |
) |
|
|
(3,922 |
) |
Dividends
paid
|
|
|
(4,081 |
) |
|
|
- |
|
Exercise
of stock options and
employee stock purchases
|
|
|
13 |
|
|
|
17 |
|
Loan
from Minority
Interest
|
|
|
250 |
|
|
|
- |
|
Contribution
from minority
interest
|
|
|
349 |
|
|
|
- |
|
Net
cash used in financing
activities
|
|
|
(4,615 |
) |
|
|
(3,905 |
) |
|
|
NET
(DECREASE) INCREASE IN CASH
AND
|
|
CASH
EQUIVALENTS
|
|
|
(5,249 |
) |
|
|
573 |
|
|
|
CASH
AND CASH
EQUIVALENTS
|
|
Beginning
of
period
|
|
|
65,491 |
|
|
|
65,712 |
|
End
of
period
|
|
$ |
60,242 |
|
|
$ |
66,285 |
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH
FLOW INFORMATION:
|
|
Income
taxes
paid
|
|
$ |
2,732 |
|
|
$ |
1,790 |
|
Interest
paid
|
|
|
- |
|
|
|
- |
|
|
|
The
accompanying notes are an integral
part of these condensed consolidated statements of cash
flows.
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis
of Financial Statements
STRATTEC
SECURITY CORPORATION
designs, develops, manufactures and markets mechanical locks and keys,
electronically enhanced locks and keys, steering column and instrument panel
ignition lock housings, latches, door handles and related access control
products for North American automotive customers, and for global automotive
manufacturers through the VAST Alliance in which we participate with WITTE
Automotive of Velbert, Germany and ADAC Automotive of Grand Rapids,
Michigan. STRATTEC’s history in the automotive business spans nearly
100 years. The accompanying financial statements reflect the
consolidated results of STRATTEC SECURITY CORPORATION, its wholly owned Mexican
subsidiaries, STRATTEC de Mexico and STRATTEC Componentes Automotrices, and
its
majority owned subsidiary, ADAC-STRATTEC, LLC. STRATTEC SECURITY
CORPORATION is located in Milwaukee, Wisconsin. STRATTEC de Mexico
and STRATTEC Componentes Automotrices are located in Juarez,
Mexico. ADAC-STRATTEC, LLC has operations in El Paso, Texas and
Juarez, Mexico. Equity investments relating to the VAST Alliance for
which we exercise significant influence but do not control and are not the
primary beneficiary are accounted for using the equity method.
In
the opinion of management, the
accompanying condensed consolidated balance sheet as of July 1, 2007, which
has
been derived from our audited financial statements, and the related unaudited
interim condensed consolidated financial statements contain all adjustments,
consisting only of normal recurring items, necessary for their fair presentation
in conformity with accounting principles generally accepted in the United States
of America (“U.S. GAAP”). All significant intercompany transactions
have been eliminated.
Interim
financial results are not
necessarily indicative of operating results for an entire year. The
information included in this Form 10-Q should be read in conjunction with
Management’s Discussion and Analysis and the financial statements and notes
thereto included in the STRATTEC SECURITY CORPORATION 2007 Annual Report, which
was filed with the Securities and Exchange Commission as an exhibit to our
Form
10-K on August 30, 2007.
Certain
reclassifications have been
made to the 2007 interim financial statements to conform to the 2008
presentation.
In
December 2007, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 160, “Noncontrolling Interests in Consolidated Financial Statements –
an amendment to ARB No. 51”. SFAS No. 160 establishes accounting and
reporting standards that require the ownership interest in subsidiaries held
by
parties other than the parent be clearly identified and presented in the
consolidated balance sheets within equity, but separate from the parent’s
equity, the amount of consolidated net income attributable to the parent and
the
noncontrolling interest be clearly identified and presented on the face of
the
consolidated statements of income, and changes in a parent’s ownership interest
while the parent retains its controlling financial interest in its subsidiary
be
accounted for consistently. This statement is effective for fiscal
years beginning after December 15, 2008 and will be effective for us beginning
in fiscal 2010. We do not expect the new standard to have a material
impact on our financial position or results of operations.
Income
Taxes
We adopted the provisions for FASB Interpretation No. 48 (FIN 48), Accounting
for Uncertainty in Income Taxes, on July 2, 2007. As a result of the
implementation of FIN 48, we did not recognize a significant change in the
liability for unrecognized tax benefits. The total liability for
unrecognized tax benefits was $1.1 million as of July 2, 2007. This
liability includes approximately $87,000 of accrued interest. The
liability does not include an amount for accrued penalties. The
amount of unrecognized tax benefits that, if recognized, would affect the
effective tax rate is approximately $760,000. We recognize interest
and penalties related to unrecognized tax benefits in the provision for income
taxes. We do not expect a significant increase or decrease
to
the
total amounts of unrecognized tax benefits within the next 12
months. There was no material change in the amount of unrecognized
tax benefits during the six months ended December 30, 2007.
We or one of our subsidiaries files income tax returns in the United States
(Federal), Wisconsin (state), Michigan (state) and various other states, Mexico
and other foreign jurisdictions. We are not currently subject to
income tax examinations in any of our significant tax
jurisdictions. Tax years open to examination by tax authorities under
the statute of limitations include fiscal 2004 through 2007 for Federal, fiscal
2003 through 2007 for most states and calendar 2002 through 2007 for foreign
jurisdictions.
The
provision for income taxes for
the three and six month periods ended December 31, 2006 includes a state refund
claim recovery. The claim recovery, net of the federal income tax
impact, was $329,000.
Earnings
Per Share (EPS)
Basic
earnings per share is computed
on the basis of the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share is computed
on the basis of the weighted average number of shares of common stock plus
the
dilutive potential common shares outstanding during the period using the
treasury stock method. Dilutive potential common shares include
outstanding stock options and restricted stock awards. A
reconciliation of the components of the basic and diluted per-share computations
follows (in thousands, except per share amounts):
|
|
Three
Months Ended
|
|
|
|
December
30, 2007
|
|
|
December
31, 2006
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Net
|
|
|
Average
|
|
|
Per
Share
|
|
|
Net
|
|
|
Average
|
|
|
Per
Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
Basic
Earnings Per Share
|
|
$ |
1,323 |
|
|
|
3,506 |
|
|
$ |
0.38 |
|
|
$ |
1,094 |
|
|
|
3,539 |
|
|
$ |
0.31 |
|
Stock-Based
Compensation
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
Diluted
Earnings Per Share
|
|
$ |
1,323 |
|
|
|
3,512 |
|
|
$ |
0.38 |
|
|
$ |
1,094 |
|
|
|
3,542 |
|
|
$ |
0.31 |
|
|
|
Six
Months Ended
|
|
|
|
December
30, 2007
|
|
|
December
31, 2006
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Net
|
|
|
Average
|
|
|
Per-Share
|
|
|
Net
|
|
|
Average
|
|
|
Per-Share
|
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
|
Income
|
|
|
Shares
|
|
|
Amount
|
|
Basic
Earnings Per Share
|
|
$ |
3,742 |
|
|
|
3,513 |
|
|
$ |
1.07 |
|
|
$ |
1,835 |
|
|
|
3,568 |
|
|
$ |
0.51 |
|
Stock-Based
Compensation
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
Diluted
Earnings Per Share
|
|
$ |
3,742 |
|
|
|
3,518 |
|
|
$ |
1.06 |
|
|
$ |
1,835 |
|
|
|
3,571 |
|
|
$ |
0.51 |
|
As
of December 30, 2007, options to
purchase 182,680 shares of common stock at a weighted-average exercise price
of
$59.29 were excluded from the calculation of diluted earnings per share because
their inclusion would have been anti-dilutive. As of December 31,
2006, options to purchase 242,820 shares of common stock at a weighted-average
exercise price of $58.99 were excluded from the calculation of diluted earnings
per share because their inclusion would have been anti-dilutive.
Comprehensive
Income
Comprehensive
income is presented in
the following table (in thousands):
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
December
30,
|
|
|
December
31,
|
|
|
December
30,
|
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
$ |
1,323 |
|
|
$ |
1,094 |
|
|
$ |
3,742 |
|
|
$ |
1,835 |
|
Change
in Cumulative Translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments,
net
|
|
|
(83 |
) |
|
|
179 |
|
|
|
(8 |
) |
|
|
380 |
|
Total
Comprehensive Income
|
|
$ |
1,240 |
|
|
$ |
1,273 |
|
|
$ |
3,734 |
|
|
$ |
2,215 |
|
Stock-based
Compensation
We
maintain an omnibus stock
incentive plan. This plan provides for the granting of stock options,
shares of restricted stock and stock appreciation rights. The Board
of Directors has designated 1,700,000 shares of common stock available for
the
grant of awards under the plan. Remaining shares available to be
granted under the plan as of December 30, 2007 were 380,463. Awards
that expire or are canceled without delivery of shares become available for
re-issuance under the plan. We issue new shares of common stock to
satisfy stock option exercises.
Nonqualified
and incentive stock
options and shares of restricted stock have been granted to our officers and
specified employees under our stock incentive plan. Stock options
granted under the plan may not be issued with an exercise price less than the
fair market value of the common stock on the date the option is
granted. Stock options become exercisable as determined at the date
of grant by the Compensation Committee of the Board of Directors. The
options expire 5 to 10 years after the grant date unless an earlier expiration
date is set at the time of grant. The options vest 1 to 3 years after
the date of grant. Shares of restricted stock granted under the plan
are subject to vesting criteria determined by the Compensation Committee of
the
Board of Directors at the time the shares are granted and have a minimum vesting
period of three years from the date of grant. Restricted shares
granted have voting and dividend rights. The restricted stock grants
issued to date vest 3 years after the date of grant.
We
account for stock options and
restricted stock issued under our stock incentive plan in accordance with
Statement of Financial Accounting Standards (‘SFAS’) No. 123(R), “Share-based
Payments”. The fair value of each stock option grant was
estimated as of the date of grant using the Black-Scholes pricing
model. The resulting compensation cost for fixed awards with graded
vesting schedules is amortized on a straight line basis over the vesting period
for the entire award. The fair value of each restricted stock grant
was based on the market price of the underlying common stock as of the date
of
grant. The resulting compensation cost is amortized on a straight
line basis over the vesting period.
A
summary of stock option activity
under the plan for the six months ended December 30, 2007 is as
follows:
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Value
|
|
|
Shares
|
|
|
Exercise
Price
|
|
Term
(years)
|
|
(in
thousands)
|
Outstanding,
July 1, 2007
|
|
|
235,420 |
|
|
$ |
58.71 |
|
|
|
|
Granted
|
|
|
- |
|
|
|
- |
|
|
|
|
Exercised
|
|
|
- |
|
|
|
- |
|
|
|
|
Expired
|
|
|
(47,640 |
) |
|
$ |
58.59 |
|
|
|
|
Forfeited
|
|
|
- |
|
|
|
- |
|
|
|
|
Outstanding,
December 30, 2007
|
|
|
187,780 |
|
|
$ |
58.74 |
|
3.8
|
|
$20
|
Exercisable,
December 30, 2007
|
|
|
143,440 |
|
|
$ |
58.16 |
|
4.0
|
|
$20
|
The
intrinsic value of stock options
exercised and the fair value of stock options vesting during the three and
six
month periods presented is as follows (in thousands):
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
December
30,
|
|
|
December
31,
|
|
|
December
30,
|
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
Intrinsic
Value of Options Exercised
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
Fair
Value of Stock Options Vesting
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
197 |
|
|
$ |
658 |
|
A summary of restricted stock activity under the plan for the six months ended
December 30, 2007 is as follows:
|
|
|
|
|
Weighted
Average
|
|
|
|
|
|
|
Grant
Date
|
|
|
|
Shares
|
|
|
Fair
Value
|
|
Nonvested
Balance, July 1, 2007
|
|
|
19,400 |
|
|
$ |
45.56 |
|
Granted
|
|
|
10,000 |
|
|
$ |
47.78 |
|
Vested
|
|
|
- |
|
|
|
- |
|
Forfeited
|
|
|
- |
|
|
|
- |
|
Nonvested
Balance, December 30, 2007
|
|
|
29,400 |
|
|
$ |
46.32 |
|
As
of December 30, 2007, there was
$57,000 of total unrecognized compensation cost related to stock options granted
under the plan. This cost is expected to be recognized over a
weighted average period of .3 years. As of December 30, 2007, there
was $648,000 of total unrecognized compensation cost related to restricted
stock
grants under the plan. This cost is expected to be recognized over a
weighted average period of 1.1 years. Total unrecognized compensation
cost will be adjusted for any future changes in estimated and actual forfeitures
of awards granted under the plan.
Pension
and Other Postretirement Benefits
We
have a noncontributory defined
benefit pension plan covering substantially all U.S.
associates. Benefits are based on years of service and final average
compensation. Our policy is to fund at least the minimum actuarially computed
annual contribution required under the Employee Retirement Income Security
Act
of 1974 (ERISA). Plan assets consist primarily of listed equity and
fixed income securities. We have a noncontributory supplemental
executive retirement plan (SERP), which is a nonqualified defined benefit
plan. The SERP will pay supplemental pension benefits to certain key
employees upon retirement based upon the employees’ years of service and
compensation. The SERP is being funded through a rabbi trust with
M&I Trust Company. We also sponsor a postretirement health care
plan for all of our U.S. associates hired prior to June 2, 2001. The
expected cost of retiree health care benefits is recognized during the years
that the associates who are covered under the plan render service. The
postretirement health care plan is unfunded.
The
following tables summarize the
net periodic benefit cost recognized for each of the periods indicated under
these two plans (in thousands):
|
|
Pension
Benefits
|
|
|
Postretirement
Benefits
|
|
|
|
Three
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
December
30,
2007
|
|
|
December
31,
2006
|
|
|
December
30,
2007
|
|
|
December
31,
2006
|
|
COMPONENTS
OF NET PERIODIC BENEFIT COST:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$ |
504 |
|
|
$ |
493 |
|
|
$ |
55 |
|
|
$ |
55 |
|
Interest
cost
|
|
|
1,170 |
|
|
|
1,087 |
|
|
|
180 |
|
|
|
172 |
|
Expected
return on plan assets
|
|
|
(1,553 |
) |
|
|
(1,337 |
) |
|
|
- |
|
|
|
- |
|
Amortization
of prior service cost
|
|
|
16 |
|
|
|
16 |
|
|
|
(95 |
) |
|
|
(95 |
) |
Amortization
of unrecognized net loss
|
|
|
161 |
|
|
|
118 |
|
|
|
176 |
|
|
|
160 |
|
Net
periodic benefit cost
|
|
$ |
298 |
|
|
$ |
377 |
|
|
$ |
316 |
|
|
$ |
292 |
|
|
|
Pension
Benefits
|
|
|
Postretirement
Benefits
|
|
|
|
Six
Months Ended
|
|
|
Six
Months Ended
|
|
|
|
December
30,
2007
|
|
|
December
31,
2006
|
|
|
December
30,
2007
|
|
|
December
31,
2006
|
|
COMPONENTS
OF NET PERIODIC BENEFIT COST:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
cost
|
|
$ |
1,009 |
|
|
$ |
987 |
|
|
$ |
110 |
|
|
$ |
110 |
|
Interest
cost
|
|
|
2,340 |
|
|
|
2,174 |
|
|
|
358 |
|
|
|
344 |
|
Expected
return on plan assets
|
|
|
(3,106 |
) |
|
|
(2,674 |
) |
|
|
- |
|
|
|
- |
|
Amortization
of prior service cost
|
|
|
32 |
|
|
|
32 |
|
|
|
(189 |
) |
|
|
(189 |
) |
Amortization
of unrecognized net loss
|
|
|
322 |
|
|
|
236 |
|
|
|
352 |
|
|
|
320 |
|
Net
periodic benefit cost
|
|
$ |
597 |
|
|
$ |
755 |
|
|
$ |
631 |
|
|
$ |
585 |
|
Voluntary
contributions made to the qualified pension plan totaled $3.0 million during
both the six month periods ending December 30, 2007 and December 31,
2006. No additional contributions are anticipated to be made during
the remainder of fiscal 2008.
Item
2
STRATTEC
SECURITY CORPORATION AND SUBSIDIARIES
MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following Management’s Discussion
and Analysis should be read in conjunction with STRATTEC SECURITY CORPORATION’s
accompanying Condensed Consolidated Financial Statements and Notes thereto
and
its 2007 Annual Report which was filed with the Securities and Exchange
Commission as an exhibit to our Form 10-K on August 30, 2007. Unless
otherwise indicated, all references to years refer to fiscal years.
Analysis
of Results of Operations
Three
months ended December 30, 2007
compared to the three months ended December 31, 2006
Net
sales for the three months ended
December 30, 2007 were $39.9 million compared to net sales of $37.9 million
for
the three months ended December 31, 2006. Sales to our largest
customers overall were flat in the current quarter compared to the prior year
quarter. Sales to General Motors Corporation were $11.9 million in
the current quarter compared to $7.4 million in the prior year
quarter. The increase is due to higher product content on certain
General Motors’ vehicles, the takeover of certain vehicle lockset
production from another supplier and price adjustments received to partially
recover raw material cost increases, which we experienced last
year. Sales to Chrysler LLC were $10.0 million during the current
quarter compared to $14.3 million in the prior year quarter due to reduced
component content and lower vehicle production volumes. Sales
to Delphi Corporation were $3.8 million in the current quarter compared to
$4.2
million in the prior year quarter. Sales to Delphi Corporation were
impacted by reduced component content, lower production volumes and price
adjustments received to partially recover raw material cost increases, which
we
experienced last year. Sales to Ford Motor Company were $4.4 million
in the current quarter and $4.3 million in the prior year
quarter. Sales during the quarter were weaker than anticipated for
the above four customers due to their production
cut-backs. Subsequently, these customers announced additional
production cut-backs that will affect both our sales and profitability for
our
third fiscal quarter ending March 30, 2008. Sales of ignition lock
housings to other Tier 1 suppliers increased $1.3 million in the current quarter
compared to the prior year quarter.
Gross
profit as a percentage of net
sales was 17.3 percent in the current quarter compared to 13.3 percent in the
prior year quarter. The increase in the gross profit margin is
primarily attributed to lower purchased raw material costs for zinc and brass,
price increases to recover the higher purchased raw material costs we
experienced last year and cost reductions resulting from the move of our service
product assembly operation from our Milwaukee, Wisconsin facility to our Juarez,
Mexico facilities. The move of the service product assembly operation
took place in January 2007. In addition, the prior year quarter
included a charge for severance and separation costs related to the move of
our
service product assembly operation. This reduced the prior year
quarter gross profit margin by 1%. The average zinc price paid per
pound decreased to $1.52 in the current quarter from $1.79 in the prior year
quarter. During the current quarter, we used approximately 2.0
million pounds of zinc. This resulted in decreased zinc costs of
approximately $538,000 in the current quarter compared to the prior year
quarter. The average brass price paid per pound decreased to $3.71 in
the current quarter from $3.82 in the prior year quarter. During the
current quarter, we used approximately 345,000 pounds of brass. This
resulted in decreased brass costs of approximately $38,000 in the current
quarter compared to the prior year quarter.
Engineering,
selling and
administrative expenses were $5.8 million in the current quarter compared to
$4.9 million in the prior year quarter. This increased expense is
primarily attributed to costs associated with hiring additional engineering
personnel and new product development.
Income
from operations increased to $1.1 million in the current quarter from $188,000
in the prior year quarter. This increase is primarily the result of
an increase in sales and an increase in the gross profit margin as discussed
above.
The
effective income tax rate for the
current quarter was 37.3 percent compared to 9.9 percent in the prior year
quarter. The prior year quarter income tax provision includes a state
refund claim recovery. The claim recovery, net of the federal income
tax impact, was $329,000. The overall effective tax rate
differs from the Federal statutory tax rate primarily due to the effects of
state income taxes.
Six
months ended December 30, 2007
compared to the six months ended December 31, 2006
Net
sales for the six months ended
December 30, 2007 were $82.6 million compared to net sales of $76.0 million
for
the six months ended December 31, 2006. Sales to our largest
customers overall increased in the current period compared to the prior year
period. Sales to General Motors Corporation were $24.4 million in the
current period compared to $15.3 million in the prior year
period. The increase is due to higher product content on certain
General Motors’ vehicles, the takeover of certain vehicle lockset production
from another supplier and price adjustments received to partially recover raw
material cost increases, which we experienced last year. Sales to
Ford Motor Company increased to $9.9 million in the current period from $9.0
million in the prior year period due to higher product content and higher
production on the vehicles we supply. Sales to Chrysler LLC decreased
during the current period to $20.6 million from $26.8 million in the prior
year
period due to reduced component content and lower vehicle production
volumes. Sales to Delphi Corporation were $7.7 million in the current
period compared to $8.7 million in the prior year period. This
decrease is primarily due to reduced component content and lower production
volumes, which were partially offset by price adjustments received to partially
recover raw material cost increases experienced last year. Sales
during the period September 2007 through December 2007 were weaker than
anticipated for the above four customers due to their production
cut-backs. Subsequently, these customers announced additional
production cut-backs that will affect both our sales and profitability for
our
third fiscal quarter ending March 30, 2008. Sales of ignition lock
housings to other Tier 1 suppliers increased $2.1 million in the current period
compared to the prior year period. Sales to our industrial products
and aftermarket customers also increased during the current
period. The sales increase to these customers was primarily due to
increased volumes and price adjustments received from some of these customers
to
partially recover raw material cost increases, which we experienced last
year.
Gross
profit as a percentage of net
sales was 18.5 percent in the current period compared to 13.6 percent in the
prior year period. The increase in the gross profit margin is
primarily attributed to price increases received from some of our customers
to
recover the higher purchased raw material costs we experienced last year as
discussed above in connection with our net sales, lower purchased raw material
costs for zinc and cost reductions resulting from the move of our service
product assembly operation from our Milwaukee, Wisconsin facility to our Juarez,
Mexico facilities. The move of the service product assembly operation
took place in January 2007. In addition, the prior year quarter
included a charge for severance and separation costs related to the service
product assembly operation move and reduced the gross profit margin by
.5%. The average zinc price paid per pound decreased to $1.59 in the
current period from $1.71 in the prior year period. During the
current period, we used approximately 4.4 million pounds of
zinc. This resulted in decreased zinc costs of approximately $530,000
in the current period compared to the prior year period.
Engineering,
selling and
administrative expenses were $11.6 million in the current period compared to
$9.9 million in the prior year period. This increased expense is
primarily attributed to an increase in spending for new product development
and
an increase in salaries, benefits and related recruiting costs to support
awarded customer programs.
Income
from operations increased to
$3.7 million in the current period from $414,000 in the prior year
period. This increase is primarily the result of an increase in sales
and an increase in the gross profit margin as discussed above.
The
effective income tax rate for the
current period was 37.4 percent compared to 23.2 percent in the prior year
period. The prior year period income tax provision included a state
refund claim recovery. The claim recovery, net of the federal income
tax impact, was $329,000. The overall effective tax rate differs from
the Federal statutory tax rate primarily due to the effects of state income
taxes.
Liquidity
and Capital Resources
Cash
flow generated from operating
activities was $3.8 million during the six months ended December 30, 2007
compared to $6.8 million during the six months ended December 31,
2006. Operating cash flow results were impacted by increases in LIFO
inventory balances in the current period as compared to a reduction in the
prior
year period and improved profitability in the current year
period. LIFO inventory balances increased $3.6 million in the current
period and decreased $1.2 million during the prior year period. The
prior year period reduction was primarily due to reduced production resulting
from reduced sales, while the current period increase is consistent with
increased production associated with our increased sales. Contributions to
the
qualified pension fund totaled $3.0 million in both the current and the prior
year periods.
Accounts
receivable balances
decreased $6.8 million from the July 1, 2007 balances. This decrease
is primarily the result of decreased sales during the current period as compared
to the quarter ended July 1, 2007. There was also a reduction in
accounts payable balances of $4.1 from the July 1, 2007 balances. The
change in the accounts payable balances is based on the timing of payments
to
our suppliers in accordance with our normal payment terms.
Capital
expenditures during the six months ended December 30, 2007, were $4.5 million
compared to expenditures of $2.3 million during the six months ended December
31, 2006. We anticipate that capital expenditures will be
approximately $9 million to $10 million in fiscal 2008, primarily relating
to
expenditures in support of requirements for new product programs, the upgrade
and replacement of existing equipment and the construction of a new building
in
Juarez, Mexico to replace our leased facility.
Our
Board of Directors has authorized
a stock repurchase program to buy back outstanding shares of our common
stock. Shares authorized for buy back under the program totaled
3,639,395 at December 30, 2007. A total of 3,410,200 shares have been
repurchased as of December 30, 2007, at a cost of approximately $128.2
million. During the three months ended December 30, 2007, 25,500
shares were repurchased at a cost of approximately $1.1
million. Funding for the repurchases was provided by cash flow from
operations. Additional repurchases may occur from time to time and
are expected to continue to be funded by cash flow from operations.
On
August 21, 2007, our Board of
Directors declared a quarterly cash dividend of $0.15 per common share and
a
special one-time cash dividend of $1.00 per common share, both payable on
October 1, 2007 to shareholders of record as of September 14,
2007. This dividend totaled approximately $4.1
million. The dividend was funded on September 28, 2007 from current
cash balances. On December 4, 2007, our Board of Directors declared a
quarterly cash dividend of $0.15 per common share payable on January 2,
2008. This dividend totaled approximately $528,000 and was funded on
December 31, 2007, during our fiscal third quarter, from current cash
balances.
We
have a $50.0 million unsecured
line of credit (the “Line of Credit”), which expires October 31,
2008. There were no outstanding borrowings under the Line of Credit
at December 30, 2007 or December 31, 2006. Interest on borrowings
under the Line of Credit is at varying rates based on the London Interbank
Offering Rate or the bank’s prime rate. We believe that the Line of
Credit is adequate, along with cash flow from operations, to meet our
anticipated capital expenditure, working capital and operating expenditure
requirements.
Up
until the past 2 years, we had not
been significantly impacted by general inflationary
pressures. However, in addition to rising health care costs, which
have increased our cost of employee medical coverage, we have been impacted
by
increases in the market price of zinc, brass and magnesium over the past 2
years
and inflation in Mexico, which impacts the U.S. dollar costs of our Mexican
operations. We do not hedge against our Mexican peso
exposure.
Joint
Ventures
We participate in certain Alliance Agreements with WITTE Automotive (“WITTE”)
and ADAC Automotive (“ADAC”). WITTE, of Velbert, Germany, is a
privately held automotive supplier. 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. ADAC, of Grand Rapids, Michigan, is a privately held
automotive supplier and manufactures engineered products, including door handles
and other automotive trim parts, utilizing plastic injection molding, automated
painting and various assembly processes.
The Alliance provides a set of cross-licensing agreements for the manufacture,
distribution and sale of WITTE products by STRATTEC and ADAC in North America,
and the manufacture, distribution and sale of STRATTEC and ADAC products by
WITTE in Europe. Additionally, a joint venture company, Vehicle
Access Systems Technology LLC (“VAST LLC”), in which WITTE, STRATTEC and ADAC
each hold a one-third interest, exists to seek opportunities to manufacture
and
sell the companies’ products in areas of the world outside of North America and
Europe.
VAST LLC participates in joint ventures in Brazil and China. VAST do
Brasil, a joint venture between VAST LLC and Ifer do Brasil Ltda., was formed
to
service customers in South America. VAST Fuzhou and VAST Great
Shanghai, joint ventures between VAST LLC, Fortitude Corporation and a unit
of
Elitech Technology Co. Ltd. of Taiwan, are the base of operations to service
our
automotive customers in the Asian market.
The VAST investments are accounted for using the equity method of
accounting. The activities related to the joint ventures resulted in
a gain to STRATTEC of approximately $301,000 during the six months ended
December 30, 2007 and a gain of approximately $140,000 during the six months
ended December 31, 2006.
In 2007, we entered into a joint venture with ADAC, in which STRATTEC holds
a
50.1 percent interest and ADAC holds a 49.9 percent interest. The
joint venture was created to establish injection molding and door handle
assembly operations in Mexico. ADAC-STRATTEC, LLC, a Delaware limited
liability company, was formed on October 27, 2006. An additional
Mexican entity, ADAC-STRATTEC de Mexico, which is wholly owned by ADAC-STRATTEC,
LLC, was formed on February 21, 2007. ADAC-STRATTEC de Mexico
production activities began in July 2007. ADAC-STRATTEC, LLC’s
financial results are consolidated with the financial results of STRATTEC and
resulted in a net loss to STRATTEC of $149,000 during the six months ended
December 30, 2007.
Recently
Issued Accounting Standards
In
December 2007, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 160, “Noncontrolling Interests in Consolidated Financial Statements –
an amendment to ARB No. 51”. SFAS No. 160 establishes accounting and
reporting standards that require the ownership interest in subsidiaries held
by
parties other than the parent be clearly identified and presented in the
consolidated balance sheets within equity, but separate from the parent’s
equity, the amount of consolidated net income attributable to the parent and
the
noncontrolling interest be clearly identified and presented on the face of
the
consolidated statements of income, and changes in a parent’s ownership interest
while the parent retains its controlling financial interest in its subsidiary
be
accounted for consistently. This statement is effective for fiscal
years beginning after December 15, 2008 and will be effective for us beginning
in fiscal 2010. We do not expect the new standard to have a material
impact on our financial position or results of operations.
Critical
Accounting Policies
The
Company believes the following
represents its critical accounting policies:
Pension
and Postretirement Health
Benefits– Pension and postretirement health obligations and costs are
developed from actuarial valuations. The determination of the
obligation and expense for pension and postretirement health benefits is
dependent on the selection of certain assumptions used by actuaries in
calculating such amounts. Those assumptions are described in the
Notes to Financial Statements in our 2007 Annual Report and include, among
others, the discount rate, expected long-term rate of return on plan assets,
retirement age and rates of increase in compensation and health care
costs. Actual results that differ from these assumptions are deferred
and, under certain circumstances, amortized over future
periods. While we believe that the assumptions used are appropriate,
significant differences in the actual experience or significant changes in
the
assumptions may materially affect our pension and postretirement health
obligations and future expense.
Other
Reserves– We have
reserves such as an environmental reserve, an incurred but not reported claim
reserve for self-insured health plans, a workers’ compensation reserve, an
allowance for doubtful accounts related to trade accounts receivable and a
repair and maintenance supply parts reserve. These reserves require
the use of estimates and judgment with regard to risk exposure, ultimate
liability and net realizable value. We believe such reserves are
estimated using consistent and appropriate methods. However, changes
to the assumptions could materially affect the recorded reserves.
Stock-Based
Compensation– We
account for stock-based compensation in accordance with SFAS No. 123(R),
“Share-based Payments.” Under the fair value recognition provisions
of this statement, share-based compensation cost is measured at the grant date
based on the value of the award and is recognized as expense over the vesting
period. Determining the fair value of share-based awards at the grant
date requires judgment, including estimating future volatility of our stock,
the
amount of share-based awards that are expected to be forfeited and the expected
term of awards granted. We estimate the fair value of stock options
granted using the Black-Scholes option valuation model. We amortize
the fair value of all awards on a straight-line basis over the vesting
periods. The expected term of awards granted represents the period of
time they are expected to be outstanding. We determine the expected
term based on historical experience with similar awards, giving consideration
to
the contractual terms and vesting schedules. We estimate the expected
volatility of our common stock at the date of grant based on the historical
volatility of our common stock. The volatility factor used in the
Black-Scholes option valuation model is based on our historical stock prices
over the most recent period commensurate with the estimated expected term of
the
award. We base the risk-free interest rate used in the Black-Scholes
option valuation model on the implied yield currently available on U.S. Treasury
zero-coupon issues with a remaining term commensurate with the expected term
of
the award. We use historical data to estimate pre-vesting option
forfeitures. We record stock-based compensation only for those awards
that are expected to vest. If actual results differ significantly
from these estimates, stock-based compensation expense and our results of
operations could be materially impacted.
Risk
Factors
We recognize we are subject to the following risk factors based on our
operations and the nature of the automotive industry in which we
operate:
Loss
of Significant Customers,
Vehicle Content, Vehicle Models and Market Share – Sales to General
Motors Corporation, Ford Motor Company, Chrysler LLC and Delphi Corporation
represent approximately 80 percent of our annual net sales. The
contracts with these customers provide for supplying the customer’s requirements
for a particular model. The contracts do not specify a specific
quantity of parts. The contracts typically cover the life of a model,
which averages approximately four to five years. Components for
certain customer models may also be “market tested”
annually. Therefore, the loss of any one of these customers, the loss
of a contract for a specific vehicle model, reduction in vehicle content, early
cancellation of a specific vehicle model, technological changes or a significant
reduction in demand for certain key models could occur, and if so,
could have a material adverse effect on our existing and future revenues
and net income.
Our major customers also have significant underfunded legacy liabilities related
to pension and postretirement health care obligations. The future
impact of these items along with a continuing loss in their North American
automotive market share to the “New Domestic” automotive manufacturers
(primarily the Japanese automotive manufacturers) may have a significant impact
on our future sales and collectibility risks. For example, on October
8, 2005, Delphi Corporation filed for Chapter 11 bankruptcy
protection. As a result, we wrote-off $1.6 million of uncollectible
pre-petition Chapter 11 accounts receivable due from Delphi
Corporation. This directly reduced our pre-tax net income during
fiscal 2006.
Cost
Reduction – There is
continuing pressure from our major customers to reduce the prices we charge
for
our products. This requires us to generate cost reductions, including
reductions in the cost of components purchased from outside
suppliers. If we are unable to generate sufficient production cost
savings in the future to offset pre-programmed price reductions, our gross
margin and profitability will be adversely affected.
Cyclicality
and Seasonality in the
Automotive Market – The automotive market is highly cyclical and is
dependent on consumer spending and to a certain extent on customer sales
incentives. Economic factors adversely affecting consumer demand for
automobiles and automotive production, such as rising fuel costs, could
adversely impact our net sales and net income. We typically
experience decreased sales and operating income during the first fiscal quarter
of each year due to the impact of scheduled customer plant shut-downs in July
and new model changeovers.
Foreign
Operations – As
discussed under Joint Ventures, we have joint venture investments in Mexico,
Brazil and China. These operations are currently not
material. However, as these operations expand, their success will
depend, in part, on our and our partners’ ability to anticipate and effectively
manage certain risks inherent in international operations including: enforcing
agreements and collecting receivables through certain foreign legal systems,
payment cycles of foreign customers, compliance with foreign tax laws, general
economic and political conditions in these countries and compliance with foreign
laws and regulations.
Currency Exchange Rate Fluctuations – We incur a portion of our expenses
in Mexican pesos. Exchange rate fluctuations between the U.S. dollar
and the Mexican peso could have an adverse effect on our financial
results.
Sources of and Fluctuations in Market Prices of Raw Materials – Our
primary raw materials are high-grade zinc, brass, magnesium, aluminum, steel
and
plastic resins. These materials are generally available from a number
of suppliers, but we have chosen to concentrate our sourcing with one primary
vendor for each commodity or purchased component. We believe our
sources of raw materials are reliable and adequate for our
needs. However, the development of future sourcing issues related to
using alternative raw materials and to the availability of these materials
as
well as significant fluctuations in the market prices of these materials may
have an adverse affect on our financial results if the increased raw material
costs cannot be recovered from our customers.
Disruptions
Due to Work Stoppages and
Other Labor Matters – Our major customers and many of their suppliers
have unionized work forces. Work stoppages or slow-downs experienced
by our customers or their suppliers could result in slow-downs or closures
of
assembly plants where our products are included in assembled
vehicles. For example, strikes by the United Auto Workers led to a
shut-down of most of General Motors Corporation’s North American assembly plants
in June and July of 1998. A material work stoppage experienced by one
or more of our customers could have an adverse effect on our business and our
financial results. In addition, all production associates at our Milwaukee
facility are unionized. A sixteen-day strike by these associates in
June 2001 resulted in increased costs as all salaried associates worked with
additional outside resources to produce the components necessary to meet
customer requirements. The current contract with the unionized
associates is effective through June 29, 2008. We may encounter
further labor disruption after the expiration date of this contract and may
also
encounter unionization efforts in our other plants or other types of labor
conflicts, any of which could have an adverse effect on our business and our
financial results.
Environmental
and Safety Regulations – We are subject to federal, state, local and
foreign laws and other legal requirements related to the generation, storage,
transport, treatment and disposal of materials as a result of our manufacturing
and assembly operations. These laws include the Resource Conservation
and Recovery Act (as amended), the Clean Air Act (as amended) and the
Comprehensive Environmental Response, Compensation and Liability Act (as
amended). We have an environmental management system that is
ISO-14001 certified. We believe that our existing environmental
management system is adequate for current and anticipated operations and we
have
no current plans for substantial capital expenditures in the environmental
area. An environmental reserve was established in 1995 for estimated
costs to remediate a site at our Milwaukee facility. The site was
contaminated by a former above-ground solvent storage tank, located on the
east
side of the facility. The contamination occurred in
1985. This is being monitored in accordance with federal, state and
local requirements. We do not currently anticipate any material
adverse impact on our results of operations, financial condition or competitive
position as a result of compliance with federal, state, local and foreign
environmental laws or other legal requirements. However, risk of
environmental liability and changes associated with maintaining compliance
with
environmental laws is inherent in the nature of our business and there is no
assurance that material liabilities or changes could not arise.
Highly
Competitive
Automotive Supply Industry – The automotive component supply industry is
highly competitive. Some of our competitors are companies, or
divisions or subsidiaries of companies, that are larger than STRATTEC and have
greater financial and technology capabilities. Our products may not
be able to compete successfully with the products of these other companies,
which could result in loss of customers and, as a result, decreased sales and
profitability. Some of our major customers have also announced that
they will be reducing their supply base. This could potentially
result in the loss of these customers and consolidation within the supply
base. The loss of any of our major customers could have a material
adverse effect on our existing and future net sales and net income.
In
addition, our competitive
position in the North American automotive component supply industry could be
adversely affected in the event that we are unsuccessful in making strategic
acquisitions, alliances or establishing joint ventures that would enable us
to
expand globally. We principally compete for new business at the
beginning of the development of new models and upon the redesign of existing
models by our major customers. New model development generally begins
two to five years prior to the marketing of such new models to the
public. The failure to obtain new business on new models or to retain
or increase business on redesigned existing models could adversely affect our
business and financial results. In addition, as a result of
relatively long lead times for many of our components, it may be difficult
in
the short-term for us to obtain new sales to replace any unexpected decline
in
the sale of existing products. Finally, we may incur significant
product development expense in preparing to meet anticipated customer
requirements which may not be recovered.
Program
Volume and Pricing Fluctuations – We incur costs and make capital
expenditures for new program awards based upon certain estimates of production
volumes over the anticipated program life for certain vehicles. While
we attempt to establish the price of our products for variances in production
volumes, if the actual production of certain vehicle models is significantly
less than planned, our net sales and net income may be adversely
affected. We cannot predict our customers’ demands for the products
we supply either in the aggregate or for particular reporting
periods.
Investments in Customer Program Specific Assets – We make investments in
machinery and equipment used exclusively to manufacture products for specific
customer programs. This machinery and equipment is capitalized and
depreciated over the expected useful life of each respective asset. Therefore,
the loss of any one of our major customers, the loss of specific vehicle models
or the early cancellation of a vehicle model could result in impairment in
the
value of these assets and may have a material adverse effect on our financial
results.
Item
3 Quantitative and Qualitative Disclosures About Market
Risk
Our
exposure to market risk is
limited to foreign currency exchange rate risk associated with STRATTEC’s
foreign operations. We do not utilize financial instruments for
trading purposes and hold no derivative financial instruments which would expose
us to significant market risk. We have not had outstanding borrowings
since December 1997. To the extent that we incur future borrowings
under our line of credit, we would be subject to interest rate risk related
to
such borrowings. There is, therefore, currently no significant
exposure to market risk for changes in interest rates. However, we
are subject to foreign currency exchange rate exposure related to the U.S.
dollar costs of our Mexican operations. A material increase in the
value of the Mexican peso relative to the U.S. dollar would increase our
expenses and, therefore, could adversely affect our profitability.
Item
4 Controls and Procedures
As
of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including the
Chief Executive Officer and Chief Financial Officer, of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended). Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of such period, our disclosure controls and procedures
were
effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by us in reports that we file with
or submit to the Securities and Exchange Commission. It should be
noted that in designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply
its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures. We have designed our disclosure controls and procedures
to reach a level of reasonable assurance of achieving the desired control
objectives and, based on the evaluation described above, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls
and
procedures were effective at reaching that level of reasonable
assurance.
There
was
no change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended) during our most recently completed fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Part
II
Other
Information
Item
1 Legal Proceedings
In
the
normal course of business, we may be involved in various legal proceedings
from
time to time. We do not believe we are currently involved in any
claim or action the ultimate disposition of which would have a material adverse
effect on our financial statements.
Item
1A.
- Risk Factors
There
have been no material changes in our risk factors from those disclosed in Part
I, Item 1A “Risk Factors,” of our 2007 Annual Report on Form
10-K. Please refer to that section for disclosures regarding the
risks and uncertainties relating to our business.
Item
2 Unregistered Sales of Equity Securities and Use
of Proceeds –
Issuer
Purchases of Equity Securities
Our
Board
of Directors authorized a stock repurchase program on October 16, 1996, and
the
program was publicly announced on October 17, 1996. The Board of
Directors has periodically increased the number of shares authorized under
the
program. The program currently authorizes the repurchase of up to
3,639,395 shares of our common stock from time to time, directly or through
brokers or agents, and has no expiration date. Over the life of the
repurchase program through December 30, 2007, a total of 3,410,200 shares have
been repurchased at a cost of approximately $128.2 million.
Period
|
|
Total
Number Of Shares
Purchased
|
|
|
Average
Price Paid Per Share
|
|
|
Total
Number Of Shares Purchased As Part of Publicly Announced Program
|
|
|
Maximum
Number Of Shares that May Yet be Purchased
Under the Program
|
|
October
1, 2007 - November 4, 2007
|
|
|
6,500 |
|
|
$ |
44.82 |
|
|
|
6,500 |
|
|
|
248,195 |
|
November
5, 2007 - December 2, 2007
|
|
|
15,800 |
|
|
$ |
45.08 |
|
|
|
15,800 |
|
|
|
232,395 |
|
December
3, 2007 - December 30, 2007
|
|
|
3,200 |
|
|
$ |
44.66 |
|
|
|
3,200 |
|
|
|
229,195 |
|
Total
|
|
|
25,500 |
|
|
$ |
44.96 |
|
|
|
25,500 |
|
|
|
229,195 |
|
Item
3 Defaults Upon Senior Securities -
None
Item
4 Submission of Matters to a Vote of Security
Holders –
At
our
Annual Meeting held on October 9, 2007, the shareholders voted to elect Frank
J.
Krejci as a director for a term to expire in 2010. The number of
votes cast for and withheld in the election were 3,204,664 and 189,136,
respectively. Directors whose terms continued after the meeting
include Michael J. Koss and David R. Zimmer with terms expiring in 2008, and
Harold M. Stratton II and Robert Feitler with terms expiring in
2009.
Item
5 Other Information - None
Item
6 Exhibits
|
4.4
(1) |
Promissory
Note dated as of November 1, 2007 by and between the Company and M&I
Bank |
|
31.1
|
Rule
13a-14(a) Certification for Harold M. Stratton II, Chairman and Chief
Executive Officer
|
|
31.2
|
Rule
13a-14(a) Certification for Patrick J. Hansen, Chief Financial Officer
|
|
32
(2)
|
18
U.S.C. Section 1350 Certifications
|
(1)
|
Incorporated
by reference from the September 30, 2007 Form 10-Q filed on November
6,
2007.
|
(2)
|
This
certification is not "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference into
any
filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.
|
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 1, 2008
By /s/
Patrick J.
Hansen
Patrick
J. Hansen
Senior
Vice President,
Chief
Financial Officer,
Treasurer
and Secretary
(Principal
Accounting and Financial Officer)
ex31-1todec302007form10q.htm
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Harold
M. Stratton II, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of STRATTEC SECURITY
CORPORATION;
2.
Based on my knowledge, this report does not contain any untrue statement of
a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect,
the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal control over financial
reporting.
Date: February
1, 2008
/s/
Harold M. Stratton
II
Harold
M. Stratton II,
Chief
Executive Officer
ex31-2todec302007form10q.htm
Exhibit
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Patrick J. Hansen, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of STRATTEC SECURITY
CORPORATION;
2.
Based on my knowledge, this report does not contain any untrue statement of
a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect,
the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal control over financial
reporting.
Date: February
1, 2008
/s/
Patrick J.
Hansen
Patrick
J. Hansen,
Chief
Financial Officer
ex32todec302007form10q.htm
Exhibit
32
Certification
of Periodic Financial Report
Pursuant
to 18 U.S.C. Section 1350
Pursuant
to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of
the
undersigned officers of STRATTEC SECURITY CORPORATION (the "Company") certifies
that the Quarterly Report on Form 10-Q of the Company for the quarter ended
December 30, 2007 fully complies with the requirements of Section 13(a) of
the
Securities Exchange Act of 1934 and information contained in that Form 10-Q
fairly presents, in all material respects, the financial condition and results
of operations of the Company.
Dated:
February 1,
2008
/s/
Harold M. Stratton
II
Harold
M.
Stratton II,
Chief
Executive Officer
Dated:
February 1,
2008
/s/
Patrick J.
Hansen
Patrick
J. Hansen,
Chief
Financial Officer
This
certification is made solely for
purpose of 18 U.S.C. Section 1350, subject to the knowledge standard contained
therein, and not for any other purpose.