e10vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended July 2, 2006.
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1804239 |
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(State of Incorporation)
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(I.R.S. Employer Identification No.) |
3333 West Good Hope Road, Milwaukee, WI 53209
(Address of principal executive offices)
(414) 247-3333
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered |
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Common Stock, $.01 par value
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The NASDAQ Stock Market |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405.
oYes þNo
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. oYes þNo
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. þYes oNo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment of this Form 10-K. þ
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 o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). oYes þNo
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant as
of January 1, 2006 (the last business day of the Registrants most recently completed second
quarter), was approximately $148,457,000 (based upon the last reported sale price of the Common
Stock at January 1, 2006, on the NASDAQ Global Market).
On August 6, 2006, there were outstanding 3,617,351 shares of $.01 par value Common Stock.
Documents Incorporated by Reference
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Part of the Form 10-K |
Document |
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into which incorporated |
Portions of the Annual Report to Shareholders for the
fiscal year ended July 2, 2006.
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I, II, IV |
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Portions of the Proxy Statement dated August 29, 2006, for the
Annual Meeting of Shareholders to be held on October 3, 2006.
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III |
PROSPECTIVE INFORMATION
A number of the matters and subject areas discussed in this Form 10-K as well as in portions of the
Companys 2006 Annual Report to Shareholders and the Companys Proxy Statement, dated August 29,
2006, which are incorporated herein by reference, 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, managements or the Companys
expectations and beliefs, and similar matters discussed in this Form 10-K. 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 Companys actual future
experience.
The Companys business, operations and financial performance are subject to certain risks and
uncertainties, which could result in material differences in actual results from the Companys
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
Companys and its customers products, competitive and technological developments, customer
purchasing actions, foreign currency fluctuations, costs of operations and other matters described
under Risk Factors in the Managements Discussion and Analysis of Financial Condition and Results
of Operations section of the Companys 2006 Annual Report to Shareholders, which is incorporated
herein by reference in Item 1A and in the Companys other filings with the Securities and Exchange
Commission.
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-K 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-K.
2
TABLE OF CONTENTS
PART I
Item 1. Business
The information set forth under Company Description which appears on pages 5 through 9 of the
Companys 2006 Annual Report to Shareholders is incorporated herein by reference. For information
as to export sales, see the information set forth under Notes to Financial Statements-Export
Sales included on page 32 of the Companys 2006 Annual Report to Shareholders, which is
incorporated herein by reference.
Emerging Technologies
Automotive vehicle access systems, which are both theft deterrent and end user friendly, are being
developed as mechanical-electrical devices. Electronic companies are developing user
identification systems such as bio-systems, card holder (transmitter) systems, etc., while locks
and door latches are evolving to accommodate the electronics. This will result in more
secure vehicles and eventually passive entry and passive start. The Company believes it is
positioning itself as a vehicle security system supplier by building its product, engineering and
manufacturing expertise in the required electro-mechanical products, which include vehicle access
latches, keys with assembled remote entry electronic systems, and passive entry systems.
Innovations in alternative materials could eliminate the need for grease and hexavalent chromium,
reduce mass and offer potential cost reductions for suppliers and original equipment manufacturers.
These technologies benefit the Company by increasing the potential customer base as a tier 2
supplier while attaining tier 1 status on some product lines and adding additional product line
availability.
Sources and Availability of Raw Materials
The primary raw materials used by the Company are high-grade zinc, brass, magnesium, aluminum and
plastic resins. These materials are generally available from a number of suppliers, but the Company
has chosen to concentrate its sourcing with one primary vendor for each commodity. The Company
believes its sources for raw materials are very reliable and adequate for its needs. The Company
has not experienced any significant long term supply problems in its operations and does not
anticipate any significant supply problems in the foreseeable future. See further discussion under
Risk Factors-Sources of and Fluctuations in Market Prices of Raw Materials included on page 16 of
the Companys 2006 Annual Report to Shareholders, which is incorporated herein by reference.
Patents, Trademarks and Other Intellectual Property
The Company believes that the success of its business will not only result from the technical
competence, creativity and marketing abilities of its employees but also from the protection of its
intellectual property through patents, trademarks and copyrights. As part of its ongoing research,
development and manufacturing activities, the Company has a policy of seeking patents on new
products, processes and improvements when appropriate.
Although, in the aggregate, the patents discussed above are of considerable importance to the
manufacturing and marketing of many of its products, the Company does not consider any single
patent or trademark or group of patents or trademarks to be material to its business as a whole,
except for the STRATTEC and STRATTEC with logo trademarks.
The Company also relies upon trade secret protection for its confidential and proprietary
information. The Company maintains confidentiality agreements with its key executives. In addition,
the Company enters into confidentiality agreements with selected suppliers, consultants and
associates as appropriate to evaluate new products or business relationships pertinent to the
success of the Company. However, there can be no assurance that others will not independently
obtain similar information and techniques or otherwise gain access to the Companys trade secrets
or that the Company can effectively protect its trade secrets.
3
Dependence Upon Significant Customers
A very significant portion of the Companys annual sales are to General Motors Corporation, Delphi
Corporation, Ford Motor Company, and DaimlerChrysler Corporation. These four customers accounted
for approximately 80 percent, 82 percent and 81 percent of the Companys total net sales in each
fiscal year 2006, 2005 and 2004, respectively. Further information regarding sales to the
Companys largest customers is set forth under Loss of Significant Customers, Vehicle Content and
Market Share included on page 16 of the Companys 2006 Annual Report to Shareholders and Notes to
Financial Statements-Sales and Receivable Concentration included on page 32 of the Companys 2006
Annual Report to Shareholders, both of which are incorporated herein by reference.
The products sold to these customers are model specific, fitting only certain defined applications.
Consequently, the Company is highly dependent on its major customers for their business, and on
these customers ability to produce and sell vehicles which utilize the Companys products. The
Company has enjoyed relationships with General Motors Corporation, DaimlerChrysler Corporation,
Ford Motor Company, and Delphi Corporation in the past, and expects to do so in the future.
However, a significant change in the purchasing practices of, or a significant loss of volume from,
one or more of these customers could have a detrimental effect on the Companys financial
performance. The Company has added resources and increased its emphasis on the New Domestic and the Tier 1 customer base.
Due primarily to the economic pressures affecting Mitsubishi, they have informed the Company that
they intend to consolidate the purchase of their lockset requirements with their Japanese supplier
for the 2007 model year. As a result, in fiscal 2007, supply of production requirements to
Mitsubishi will continue on a limited basis. Mitsubishi represented approximately 3.0 percent and
2.4 percent of the Companys fiscal 2006 and 2005 sales, respectively.
Sales and Marketing
The Company provides its customers with engineered locksets, steering column lock housings and
latches, which are unique to specific vehicles. Any given vehicle will typically take 1 to 3 years
of development and engineering design time prior to being offered to the public. The locksets, lock
housings and latches are designed concurrently with the vehicle. Therefore, commitment to the
Company as the production source occurs 1 to 3 years prior to the start of production. The Company
employs an engineering staff that assists in providing design and technical solutions to its
customers. The Company believes that its engineering expertise is a competitive advantage and
contributes toward its strong market position. For example, the Company believes it has recently
provided innovative design proposals for new model ignition locks, door locks, tailgate latches and
ignition housing locks to its customers that will improve vehicle security system quality, theft
deterrence and system cost.
The typical process used by automotive manufacturers in selecting a lock, lock housing or latch
supplier is to offer the business opportunity to the Company and several of the Companys
competitors. Each competitor will pursue the opportunity, doing its best to provide the customer
with the most attractive proposal. Price pressure is strong during this process but once an
agreement is reached, the price is fixed for each year of the product program. Typically, price
reductions resulting from productivity improvement by the Company are included in the contract and
are estimated in evaluating each of these opportunities by the Company. A blanket purchase order, a
contract indicating a specified part will be supplied at a specified price during a defined time
period, is issued by customers for each model year. Product run releases or quantity commitments
are made to that purchase order for weekly deliveries to the customer. As a consequence and because
the Company is a Just-in-Time supplier to the automotive industry, it does not maintain a backlog
of orders in the classic sense for future production and shipment.
Competition
The Company competes with domestic and foreign-based competitors on the basis of custom product
design, engineering support, quality, delivery and price. While the number of direct competitors
is currently relatively small, the automotive manufacturers actively encourage competition between
potential suppliers. The Company has a dominant share of the North American market because of its
ability to provide total value, which is a beneficial combination of price, quality, technical
support, program management innovation and aftermarket support. In order to reduce lockset or
housing production costs while still offering a wide range of technical support, the Company
utilizes assembly and component manufacturing operations in Mexico, which results in lower labor
costs as compared to the United States.
4
As locks become more sophisticated and involve additional electronics, competitors with specific
electronic expertise may emerge to challenge the Company. To address this, the Company is
strengthening its electrical engineering knowledge and service. It is also working with several
electronics suppliers to jointly develop and supply these advanced products.
The Companys lockset and housing competitors include Huf North America, Ushin-Ortech, Tokai-Rika,
Alpha-Tech Valeo, Methode, Shin Chang, and Pollak. For additional information related to
competition, see the information set forth under Risk Factors-Highly Competitive Automotive Supply
Industry included on page 17 of the Companys 2006 Annual Report to Shareholders, which is
incorporated herein by reference.
Research and Development
The Company engages in research and development activities pertinent to automotive access control.
A major area of focus for research is the expanding role of vehicle access via electronic
interlocks and modes of communicating authorization data between consumers and vehicles.
Development activities include new products, applications and product performance improvement. In
addition, specialized data collection equipment is developed to facilitate increased product
development efficiency and continuous quality improvements. For fiscal years 2006, 2005, and 2004,
the Company spent approximately $2,200,000, $2,000,000, and $1,600,000, respectively, on research
and development. The Company believes that, historically, it has committed sufficient resources to
research and development and anticipates increasing such expenditures in the future as required to
support additional product programs associated with both existing and new customers. Patents are
pursued and will continue to be pursued as appropriate to protect the Companys interests resulting
from these activities.
Customer Tooling
The Company incurs costs related to tooling used in component production and assembly. See the
information set forth under Notes to Financial Statements-Customer Tooling in Progress included
on pages 22 and 23 of the Companys 2006 Annual Report to Shareholders, which is incorporated
herein by reference.
Environmental Compliance
As is the case with other manufacturers, the Company is subject to federal, state, local and
foreign laws and other legal requirements relating to the generation, storage, transport, treatment
and disposal of materials as a result of its housing, lock and key manufacturing and assembly
operations. These laws include the Resource Conservation and Recovery Act (as amended), the Clean
Air Act (as amended), the Clean Water Act of 1990 (as amended) and the Comprehensive Environmental
Response, Compensation and Liability Act (as amended). The Company has an environmental management
system that is ISO-14001 certified. The Company believes that its existing environmental
management system is adequate and it has no current plans for substantial capital expenditures in
the environmental area.
As discussed in Notes to Financial Statements-Commitments and Contingencies included on page
27 of the Companys 2006 Annual Report to Shareholders, which is incorporated herein by reference,
a site at the Companys Milwaukee facility is contaminated by a solvent spill from an above-ground
solvent storage tank located on the east side of the facility, which occurred in 1985. This
situation is being monitored by the Company.
The Company does not currently anticipate any materially adverse impact on its financial
statements 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
charges associated with maintaining compliance with environmental laws is inherent in the nature of
the Companys business and there is no assurance that material liabilities or charges could not
arise.
Employees
At July 2, 2006, the Company had approximately 1,900 full-time employees, of which
approximately 278 or 15% percent were represented by a labor union, which accounts for all
production associates at the Companys Milwaukee facility. In June 2005, a new contract with the
unionized associates was ratified and is effective through June 29, 2008. During June 2001, there
was a 16-day strike by the represented employees at the Companys Milwaukee facility. Further
information regarding the strike, work stoppages and other labor matters are discussed under Risk
Factors-Disruptions Due to Work Stoppages and Other labor Matters included on pages 16 and 17 of
the Companys 2006 Annual Report to Shareholders, which is incorporated herein by reference.
5
Available Information
The Company maintains its corporate website at www.strattec.com and makes available, free of
charge, through this website its code of business ethics, annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports that the Company
files with, or furnishes to, the Securities and Exchange Commission (the Commission) as soon as
reasonably practicable after the Company electronically files such material with, or furnishes it
to, the Commission. Information on the Companys website is not part of this report.
Item 1A. Risk Factors
The information set forth under Risk Factors which appears on pages 16 through 17 of the
Companys 2006 Annual Report to Shareholders is incorporated herein by reference.
Item 1B. Unresolved Staff Comments
Not Applicable
Item 2. Properties
The Company has three manufacturing plants, one warehouse, and a sales office. These
facilities are described as follows:
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Location |
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Type |
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Sq. Ft. |
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Owned or Leased |
Milwaukee, Wisconsin
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Headquarters and General Offices; Component
Manufacturing, Assembly and Service Parts Distribution
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352,000 |
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Owned |
Juarez, Chihuahua Mexico
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Subsidiary Offices and Assembly
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97,000 |
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Owned |
Juarez, Chihuahua Mexico
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Subsidiary Offices and Key Finishing Operations
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62,000 |
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Leased |
El Paso, Texas
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Finished Goods Warehouse
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22,800 |
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Leased** |
Troy, Michigan
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Sales and Engineering Office for Detroit Customer Area
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6,000 |
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Leased** |
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** |
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Leased unit within a complex. |
The Company believes its production facilities are adequate for the foreseeable future as they
relate to the Companys current products. As the Company evaluates and expands into other
products, consideration of further production facilities will be necessary.
Item 3. Legal Proceedings
In the normal course of business the Company may be involved in various legal proceedings from
time to time. The Company does not believe it is currently involved in any claim or action the
ultimate disposition of which would have a material adverse effect on the Companys financial
statements.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of shareholders during the fourth quarter of fiscal 2006.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
The Companys 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, most recently in February 2006 when an
additional 200,000 shares was authorized for repurchase. The program currently authorizes the
repurchase of up to 3,639,395 shares of the Companys 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 July 2, 2006, a total of 3,258,487 shares have been repurchased at a cost of approximately
$122.0 million.
6
Issuer Purchases of Equity Securities:
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Total |
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Average |
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Total Number |
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Maximum Number |
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Number |
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Price |
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Of Shares Purchased |
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Of Shares that May |
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Of Shares |
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Paid Per |
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As Part of Publicly |
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Yet be Purchased |
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Period |
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Purchased |
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Share |
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Announced Program |
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Under the Program |
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April 3, 2006 May 7, 2006 |
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51,400 |
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$ |
35.28 |
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51,400 |
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393,108 |
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May 8, 2006 June 4, 2006 |
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393,108 |
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June 5, 2006 July 2, 2006 |
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12,200 |
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$ |
40.99 |
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12,200 |
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380,908 |
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Total |
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63,600 |
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$ |
36.38 |
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63,600 |
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380,908 |
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The Companys common stock is traded on the NASDAQ Global Market under the symbol STRT. The
information set forth in the Financial Summary-Quarterly Financial Data section appearing on page
36 of the Companys 2006 Annual Report to Shareholders is incorporated herein by reference.
The information set forth under Notes to Financial Statements-Line of Credit included on page 27
of the Companys 2006 Annual Report to Shareholders is incorporated herein by reference.
Item 6. Selected Financial Data
The information set forth under Five Year Financial Summary which appears on page 36 of the
Companys 2006 Annual Report to Shareholders is incorporated herein by reference. Such
information should be read along with the Companys financial statements and the notes to those
financial statements and with Managements Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere herein.
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under Managements Discussion and Analysis which appears on pages 11
through 17 of the Companys 2006 Annual Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company did not hold any market risk sensitive instruments during the period covered by this
report.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Grant Thornton LLP dated August 22,
2006, the report of management on internal control over financial reporting and the report of Grant
Thornton LLP on internal control over financial reporting dated August 22, 2006, which appear on
pages 18 through 35 of the Companys 2006 Annual Report to Shareholders, are incorporated herein by
reference.
Our quarterly results of operations is included under Financial Summary-Quarterly Financial Data
(unaudited) which appears on page 36 of the Companys 2006 Annual Report to Shareholders is
incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
7
Item 9A. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation under the
supervision and with the participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the Companys 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, the Companys Chief Executive Officer and Chief Financial
Officer concluded that, as of the end of such period, the Companys disclosure controls and
procedures were effective in recording, processing, summarizing and reporting, on a timely basis,
information required to be disclosed by the Company in reports that the Company files with or
submits to the 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 was necessarily required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company has designed its
disclosure controls and procedures to reach a level of reasonable assurance of achieving the
desired control objectives and based on the evaluation described above, the Companys Chief
Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and
procedures were effective at reaching that level of reasonable assurance.
There was no change in the Companys internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended July 2, 2006
that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
The report of management required under this Item 9a is included on page 33 of the Companys 2006
Annual Report to Shareholders under the heading Report on Managements Assessment of Internal
Control over Financial Reporting and is incorporated herein by reference.
The attestation report required under this Item 9a is included on page 34 of the Companys 2006
Annual Report to Shareholders under the heading Report of Independent Registered Public Accounting
Firm and is incorporated herein by reference.
Item 9B. Other Information
On August 22, 2006, the Companys Board of Directors amended the Economic Value Added (EVA) Plan
for Executive Officers and Senior Managers (the EVA Plan), the purpose of which is to provide
incentive compensation to certain key employees, including all executive officers, in a form which
relates the financial reward to an increase in the value of the Company to its shareholders. A
Copy of the amended EVA Plan is attached hereto as an exhibit and is incorporated herein by
reference.
The EVA Plan was amended to provide that those persons designated as Executive Officers under the
EVA Plan shall not be entitled to receive a bonus in any plan year in which no bonuses are paid to
participants in the Companys Economic Value Added Bonus Plan for Salaried Employees or the
Companys Economic Value Added Bonus Plan for Represented Employee Associates. Instead, such
amounts are added to, and are subject to, the Executive Officers at risk Bonus Bank, as
described in the terms of the EVA Plan.
In addition to the foregoing amendment, the EVA Plan was amended to make certain clerical changes
and changes to ensure certain payments made under the EVA Plan comply with the requirements of
section 409A of the Internal Revenue Code of 1986, as amended.
8
PART III
Item 10. Directors and Executive Officers of the Registrant
The information on pages 2, 6, 9, 10, and 12 of the Companys Proxy Statement, dated August 29,
2006, under Proposal: Election of Directors, Code of Business Ethics, Audit Committee
Financial Expert, Executive Officers, and Section 16(a) Beneficial Ownership Reporting
Compliance is incorporated herein by reference.
The Audit Committee of the Companys Board of Directors is an audit committee for purposes of
Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee
consist of three outside independent Directors, Michael J. Koss, Audit Committee Chairman, Robert
Feitler and Frank J. Krejci.
Item 11. Executive Compensation
The information on pages 9, 10 and 18 through 22 of the Companys Proxy Statement, dated August 29,
2006, under Compensation of Directors and Executive Compensation is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The information on pages 11 and 12 of the Companys Proxy Statement, dated August 29, 2006, under
Security Ownership is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes share information, as of July 2, 2006, for the Companys Stock
Incentive Plan.
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Number of |
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Number of |
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common shares to be |
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common shares |
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issued upon exercise |
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Weighted-average |
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available for future |
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of outstanding |
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exercise price of |
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issuance under |
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options, |
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outstanding options, |
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equity |
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Plan Category |
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warrants, and rights |
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warrants, and rights |
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compensation plans |
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Equity compensation plans approved
by shareholders |
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283,530 |
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$ |
56.53 |
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311,813 |
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Equity compensation plans not
approved by shareholders |
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Total |
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283,530 |
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$ |
56.53 |
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311,813 |
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Item 13. Certain Relationships and Related Transactions
The information on pages 18 through 22 of the Companys Proxy Statement, dated August 29, 2006,
under Executive Compensation is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information on pages 8 and 9 of the Companys Proxy Statement, dated August 29, 2006, under
Fees of Independent Registered Public Accounting Firm is incorporated herein by reference.
9
PART IV
Item 15. Exhibits and Financial Statement Schedules
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(a) |
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The following documents are filed as part of this report: |
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(1)(i) |
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Financial Statements The following financial statements of the Company,
included on pages 18 through 35 of the Companys 2006 Annual Report to Shareholders,
are incorporated by reference in Item 8. |
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Reports of Independent Registered Public Accounting Firm |
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Consolidated Balance Sheets as of July 2, 2006 and July 3, 2005 |
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Consolidated Statements of Income years ended July 2, 2006, July 3, 2005 and June 27, 2004 |
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Consolidated Statements of Shareholders Equity years ended July 2, 2006, July 3, 2005 and June 27, 2004 |
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|
Consolidated Statements of Cash Flows years ended July 2, 2006, July 3, 2005 and June 27, 2004 |
|
|
|
|
Notes to Financial Statements |
|
|
(2) |
|
Financial Statement Schedule |
|
|
|
|
All schedules have been omitted because they are not applicable or are not required, or
because the required information has been included in the Financial Statements or Notes thereto. |
|
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(3) |
|
Exhibits. See Exhibit Index beginning on page 12. |
|
(b) |
|
Exhibits |
|
|
|
|
The response to this portion of Item 15 is submitted as a separate section of this
report. |
|
(c) |
|
Financial Statement Schedules |
|
|
|
|
The response to this portion of Item 15 is submitted as a separate section of this
report. |
10
SIGNATURES
Pursuant to the requirements of Section 13 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.
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|
STRATTEC SECURITY CORPORATION |
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By:
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/s/ Harold M. Stratton II
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Harold M. Stratton II |
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Chairman, President and Chief Executive Officer |
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Date: August 29, 2006
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
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Signature |
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Title |
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Date |
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/s/ Harold M. Stratton II
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Chairman, President, Chief Executive
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August 22, 2006 |
Harold M. Stratton II
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Officer, and Director |
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(Principal Executive Officer) |
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Director
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August 22, 2006 |
Frank J. Krejci |
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Director
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August 22, 2006 |
Michael J. Koss |
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Director
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August 22, 2006 |
Robert Feitler |
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Director
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August 22, 2006 |
David R. Zimmer |
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Senior Vice President, Chief
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August 22, 2006 |
Patrick J. Hansen
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Financial Officer, Secretary and Treasurer |
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(Principal Financial and
Accounting Officer) |
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11
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
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Exhibit |
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3.1 (2)
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Amended and Restated Articles of Incorporation of the Company
|
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* |
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3.2 (10)
|
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By-laws of the Company
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* |
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4.1 (11)
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Promissory Note dated November 1, 2005 by and between the Company and M&I Bank
|
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* |
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10.1 (10) **
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|
Amended STRATTEC SECURITY CORPORATION Stock Incentive Plan
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* |
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10.2 (10) **
|
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Form of Restricted Stock Grant Agreement
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* |
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10.3 (3) (4) (5) (6)(8)(9) **
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Employment Agreements between the Company and the identified executive officers
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* |
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10.4 (1) (3) (4)(5) (6)(8)(9) **
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Change In Control Agreements between the Company and the identified executive officers
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* |
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10.5 **
|
|
Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Executive Officers and Senior Managers |
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10.6 (6) **
|
|
Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Non-employee Members of the Board of Directors
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* |
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10.7 (12) **
|
|
Amended STRATTEC SECURITY CORPORATION Supplemental Executive
Retirement Plan
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* |
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13
|
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Annual Report to Shareholders for the year ended July 2, 2006 |
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21 (7)
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Subsidiaries of the Company
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* |
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23.1
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Consent of Independent Registered Public Accounting Firm dated August 22, 2006 |
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31.1
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Rule 13a-14(a) Certification for Harold M. Stratton II, Chairman and Chief Executive Officer |
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31.2
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Rule 13a-14(a) Certification for Patrick J. Hansen, Chief Financial Officer |
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32 (13)
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|
18 U.S.C. Section 1350 Certifications |
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* |
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Previously filed |
|
** |
|
Management contract or compensatory plan or arrangement |
|
(1) |
|
Incorporated by reference from Amendment No. 1 to the Form 10 filed on January 20,
1995. |
|
(2) |
|
Incorporated by reference from Amendment No. 2 to the Form 10 filed on February 6,
1995. |
|
(3) |
|
Incorporated by reference from the June 27, 1999 Form 10-K filed on September
17, 1999. |
|
(4) |
|
Incorporated by reference from the July 1, 2001 Form 10-K filed on September 4,
2001. |
|
(5) |
|
Incorporated by reference from the June 30, 2002 Form 10-K filed on August 28,
2002. |
|
(6) |
|
Incorporated by reference from the June 29, 2003 Form 10-K filed on August 28,
2003. |
|
(7) |
|
Incorporated by reference from the June 27, 2004 Form 10-K filed on August 27,
2004. |
|
(8) |
|
Incorporated by reference from the September 26, 2004 Form 10-Q filed on
November 2, 2004. |
|
(9) |
|
Incorporated by reference from the March 27, 2005 Form 10-Q filed on April 29,
2005. |
|
(10) |
|
Incorporated by reference from the Form 8-K filed on October 7, 2005. |
|
(11) |
|
Incorporated by reference from the October 2, 2005 Form 10-Q filed on November
4, 2005. |
|
(12) |
|
Incorporated by reference from the January 1, 2006 Form 10-Q filed on February
7, 2006. |
|
(13) |
|
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. |
12
exv10w5
EXHIBIT 10.5
ECONOMIC VALUE ADDED BONUS PLAN
FOR
EXECUTIVE OFFICERS
AND
SENIOR MANAGERS
Effective February 27, 1995
As Amended August 24, 1999, August 21, 2001, October 23, 2001,
May 20, 2003, August 17, 2004, October 4, 2005 and August 22, 2006
ECONOMIC VALUE ADDED PLAN
FOR
EXECUTIVE OFFICERS
AND
SENIOR MANAGERS
TABLE OF CONTENTS
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Page |
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I. |
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Plan Objectives |
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1 |
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II. |
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Plan Administration |
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1 |
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III. |
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Definitions |
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1 |
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IV. |
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Eligibility |
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5 |
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V. |
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Individual Participation Levels |
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6 |
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VI. |
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Performance Factors |
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6 |
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VII. |
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Change in Status During Plan Year |
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9 |
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VIII. |
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Bonus Paid and Bonus Bank |
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10 |
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IX. |
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Administrative Provisions |
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14 |
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X. |
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Miscellaneous |
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15 |
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|
Exhibit A |
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|
A. |
|
To promote the maximization of shareholder value over the long term by
providing incentive compensation to key employees of STRATTEC SECURITY CORPORATION
(the Company) in a form which is designed to financially reward participants for an
increase in the value of the Company. |
|
|
B. |
|
To provide competitive levels of compensation to enable the Company to
attract and retain people who are able to exert a significant impact on the value of
the Company to its shareholders. |
|
|
C. |
|
To encourage teamwork and cooperation in the achievement of Company goals. |
II. |
|
PLAN ADMINISTRATION |
|
|
|
The Compensation Committee of the Board of Directors (the Compensation Committee) shall
be responsible for the design, administration, and interpretation of the Plan, subject to
the Administrative Provisions contained in Article IX. |
|
III. |
|
DEFINITIONS |
|
A. |
|
Accrued Bonus means the bonus, which may be negative or positive,
which is calculated in the manner set forth in Section V.A. |
|
|
B. |
|
Actual EVA means the EVA as calculated for the relevant Plan Year. |
|
|
C. |
|
Base Salary means: |
|
(1) |
|
For Participants who are employed by the Company, all wages
paid in the Plan Year, excluding employment signing bonuses, EVA bonus
payments, reimbursement or other expense allowances, imputed income, value of
fringe benefits (cash and non-cash), moving reimbursements, welfare benefits
and special payments. |
|
|
(2) |
|
For Participants who are employed by the STRATTEC
de Mexico S.A. de C.V. and STRATTEC Componentes Automotrices S.A. de
C.V., Base Salary includes regular salary, holidays and vacations paid during the Plan Year. Base |
|
|
|
salary does not include overtime, profit sharing, Christmas bonuses, vacation premiums,
signing bonuses, EVA bonus payments, reimbursements and other expense
allowances, imputed income, the value of fringe benefits (cash and
non-cash), moving reimbursements and special payments. |
|
D. |
|
Capital means the Companys average monthly operating capital for
the Plan Year, calculated as follows: |
|
|
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|
|
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|
|
Current Assets |
|
|
-
|
|
Current Interest Bearing Assets |
|
|
+
|
|
Bad Debt Reserve |
|
|
+
|
|
LIFO Reserve |
|
|
-
|
|
Future Income Tax Benefits |
|
|
-
|
|
Current Noninterest-Bearing Liabilities |
|
|
+
|
|
Property, Plant, Equipment, (Net) |
|
|
-
|
|
Construction in Progress |
|
|
(+/-)
|
|
Unusual Capital Items |
|
E. |
|
Capital Charge means the deemed opportunity cost of employing
Capital in the Companys business, determined as follows: |
Capital Charge = Capital x Cost of Capital
|
F. |
|
Code means the Internal Revenue Code of 1986, as amended from time
to time, and as interpreted by applicable regulations and rulings. |
|
|
G. |
|
Company means STRATTEC SECURITY CORPORATION. The Companys
Compensation Committee may act on behalf of the Company with respect to this Plan. |
|
|
H. |
|
Cost of Capital means the weighted average of the cost of equity and
the after tax cost of debt for the relevant Plan Year. The Cost of Capital will be
determined (to the nearest tenth of a percent) by the Compensation Committee prior to
each Plan Year, consistent with the following methodology: |
|
(a) |
|
Cost of Equity = Risk Free Rate + (Business Risk Index x
Average Equity Risk Premium) |
|
|
(b) |
|
Debt Cost of Capital = Debt Yield x (1 - Tax Rate) |
2
|
(c) |
|
The weighted average of the Cost of Equity and the Debt Cost
of Capital is determined by reference to the expected debt-to-capital ratio |
|
|
|
where the Risk Free Rate is the average daily closing yield rate on 10 year U.S.
Treasury Notes for an appropriate period (determined by the Compensation Committee
from time to time) preceding the relevant Plan Year, the Business Risk Index is
determined by reference to an auto supply industry factor selected by the
Compensation Committee, the Average Equity Risk Premium is 6%, the Debt Yield is the
weighted average yield of all borrowing included in the Companys permanent capital,
and the tax rate is the combination of the relevant corporate Federal and state
income tax rates. |
|
|
I. |
|
Disabilities or Disabled means that the Participant: (1) is unable
to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months; or (2) is, by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period not less than
three months under an accident and health plan covering employees of the Company. |
|
|
J. |
|
Economic Value Added or EVA means the NOPAT that remains after
subtracting the Capital Charge, expressed as follows: |
EVA = NOPAT - Capital Charge
|
|
|
EVA may be positive or negative. |
|
|
K. |
|
Effective Date means February 27, 1995, the date as of which the
Plan first applies to the Company. |
|
|
L. |
|
EVA Leverage Factor means the adjustment factor reflecting
deviation in the use of capital employed as a percentage of capital employed. For
purposes of this Plan, the Companys EVA Leverage Factor is determined to be 5% of the
monthly average net operating capital employed during the prior Plan year. |
3
|
M. |
|
Leave of Absence means that the Participant is on a sick leave,
military leave or other bona fide leave of absence (such as temporary employment by
the government) if the period of the leave does not exceed six months. If the leave
is longer, the Participants right to reemployment with the Company must be provided
by statute or contract. A Participant who is on a Leave of Absence has not terminated
employment. |
|
|
N. |
|
NOPAT means cash adjusted net operating profits after taxes for the
Plan Year, calculated as follows: |
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
-
|
|
Cost of Goods Sold |
|
|
(+ -)
|
|
Change in LIFO Reserve |
|
|
-
|
|
Engineering/Selling & Admin. |
|
|
(+ -)
|
|
Change in Bad Debt Reserve |
|
|
(+ -)
|
|
Other Income & Expense excluding Interest Income or Expense |
|
|
(+ -)
|
|
Other Unusual Income or Expense Items (See Section VI.B.) |
|
|
(+ -)
|
|
Amortization of Unusual Income or Expense Items |
|
|
-
|
|
Cash Taxes on the Above (+/- change in deferred tax liability) |
|
O. |
|
Participant means individual who has satisfied the eligibility
requirements of the Plan as provided in Section IV. |
|
|
P. |
|
Plan Year means the one-year period coincident with the Companys
fiscal year. |
|
|
Q. |
|
Executive Officers means those Participants designated as Executive
Officers by the Compensation Committee with respect to any Plan Year. |
|
|
R. |
|
Senior Managers means those Participants designated as Senior
Managers by the Compensation Committee with respect to any Plan Year. |
|
|
S. |
|
Separation from Service means the events which allow the Available
Balance (minus income and employment taxes) to be paid to an Executive Officer, as
specified in Article VIII(C)(8)(b). |
4
|
T. |
|
Target EVA means the target level of EVA for the Plan Year,
determined as follows: |
|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
Prior Year |
|
|
|
Prior Year |
|
|
|
|
|
|
|
|
= |
|
Target EVA |
|
+ |
|
Actual EVA |
|
+ |
|
Expected |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Target EVA |
|
|
|
|
|
2 |
|
|
|
|
|
Improvement |
|
|
|
Expected Improvement will be approved by the Board of Directors annually, based
on past practice and consideration for current relevant economic conditions.
Regardless of the above defined formula, the Current Plan Year Target EVA cannot be
less than the Expected Improvement approved by the Board of Directors. |
|
A. |
|
Eligible Positions. In general, only Executive Officers and Senior
Managers selected by the Compensation Committee may be eligible for participation in
the Plan. However, actual participation will depend upon the contribution and impact
each eligible employee may have on the Companys value to its shareholders, as
determined by the Compensation Committee. |
|
|
B. |
|
Nomination and Approval. Each Plan Year, the Chairman and President
will nominate eligible employees to participate in the Plan for the next Plan Year.
The Compensation Committee will have the final authority to select Plan participants
(the Participants) among the eligible employees nominated by the Chairman and
President. Continued participation in the Plan is contingent on approval of the
Compensation Committee. |
|
|
C. |
|
Employee Performance Requirement. Employees whose performance is
rated Needs Improvement on their annual performance review will not be eligible for
an EVA bonus applicable to the year covered by such performance review. However, if
the employee so rated is subject to a performance improvement plan, and successfully
meets the requirement of the plan in the time frame prescribed, the employees EVA
eligibility will be reinstated, and the EVA bonus will be paid with the next regular
payroll check following reinstatement. |
5
V. |
|
INDIVIDUAL PARTICIPATION LEVELS |
|
A. |
|
Calculation of Accrued Bonus. Each Participants Accrued Bonus will
be determined as a function of the Participants Base Salary, the Participants Target
Incentive Award (provided in paragraph V.B., below), Company Performance Factor
(provided in Section VI.A.) and the Individual Performance Factor (provided in Section
VI.C.) for the Plan Year. Each Participants Accrued Bonus will be calculated as
follows: |
|
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|
|
Target |
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|
|
Company |
|
|
|
Individual |
|
Participants |
|
x |
|
Incentive |
|
x |
|
Performance |
|
|
|
Performance |
|
Earned Wages |
|
|
|
Award |
|
|
|
Factor |
|
+ |
|
Factor |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
B. |
|
Target Incentive Awards. The Target Incentive Awards will be determined
according to the following schedule: |
|
|
|
|
|
|
|
Target Incentive Award |
Position |
|
(% of Base Salary) |
Chairman (if also CEO of Company) |
|
|
75% |
|
President |
|
|
65% |
|
Executive Vice President |
|
|
50% |
|
Senior Vice President |
|
|
45% |
|
Vice President |
|
|
35% |
|
Senior Managers as approved each year pursuant to
section IV.B |
|
|
12%-20% |
|
|
A. |
|
Company Performance Factor Calculation. For any Plan Year, the
Company Performance Factor will be calculated as follows: |
|
|
|
|
|
|
|
|
Company Performance Factor = 1.00 +
|
|
Actual EVA - Target EVA |
|
|
|
|
|
|
|
|
|
|
|
EVA Leverage Factor |
|
|
B. |
|
Adjustments to Company Performance. When Company performance is
based on Economic Value Added or other quantifiable financial or accounting measure,
it may be necessary to exclude significant, unusual, unbudgeted or noncontrollable
gains or losses from actual financial results in order to measure performance
properly. The |
6
|
|
|
Compensation Committee will decide those items that shall be
considered in adjusting actual results. For example, some types of items that may
be considered for exclusion are: |
|
(1) |
|
Any gains or losses which will be treated as extraordinary in
the Companys financial statements. |
|
|
(2) |
|
Profits or losses of any entities acquired by the Company
during the Plan Year, assuming they were not included in the budget and/or the
goal. |
|
|
(3) |
|
Material gains or losses not in the budget and/or the goal
which are of a nonrecurring nature and are not considered to be in the
ordinary course of business. Some of these would be as follows: |
|
(a) |
|
Gains or losses from the sale or disposal of
real estate or property. |
|
|
(b) |
|
Gains resulting from insurance recoveries
when such gains relate to claims filed in prior years. |
|
|
(c) |
|
Losses resulting from natural catastrophes,
when the cause of the catastrophe is beyond the control of the Company
and did not result from any failure or negligence on the Companys
part. |
|
C. |
|
Individual Performance Factor Calculation. Determination of the
Individual Performance Factor will be the responsibility of the individual to whom the
participant reports. This determination will be subject to approval by the Chairman
and President (or the Compensation Committee with respect to the Chairman and
President) and shall conform with the process set forth below: |
|
(1) |
|
Quantifiable Supporting Performance Factors. The
Individual Performance Factor of the Accrued Bonus calculation will be based on
the accomplishment of individual, financial and/or other goals (Supporting
Performance Factors). Whenever possible, individual performance will be
evaluated according to quantifiable benchmarks of success. These Supporting
Performance Factors will be enumerated from 0 to 2.0 based on the levels of
achievement for each goal per the schedule in VI |
7
|
|
|
C.(2). Provided, however,
that if the quantifiable Supporting
Performance Factor is based on the Company Performance Factor as set forth
in Section VI.A., then the Supporting Performance Factor may be unlimited. |
|
(2) |
|
Non-Quantifiable Supporting Performance Factors.
When performance cannot be measured according to a quantifiable monitoring
system, an assessment of the Participants overall performance may be made
based on a non-quantifiable Supporting Performance Factor (or Factors). The
individual to whom the Participant reports (or the Compensation Committee with
respect to the Chairman) will evaluate the Participants performance based on
behavioral attributes and overall performance and this evaluation will
determine the Participants Supporting Performance Factor (or Factors)
according to the following schedule: |
|
|
|
|
|
|
|
Non Quantifiable |
|
|
|
|
|
Quantifiable |
Supporting |
|
Supporting |
|
Supporting |
Performance Rating |
|
Performance Factor |
|
Performance Rating |
Significantly Exceeds Requirements
|
|
|
1.8-2.0 |
|
|
Significantly Exceeds Goal |
Exceeds Requirements
|
|
|
1.4-1.7 |
|
|
Exceeds Goal |
Meets Requirements
|
|
|
.7-1.3 |
|
|
Meets Goal |
Marginally meets Requirements
|
|
|
.3-.6 |
|
|
Goal Not Met, but Significant Progress Made |
Needs Improvements
|
|
|
0-.2 |
|
|
|
|
|
|
0 |
|
|
Goal Not Met |
|
(3) |
|
Aggregate Individual Performance Factor. The Individual
Performance Factor to be used in the calculation of the Accrued Bonus shall be
equal to the sum of the quantifiable and/or non-quantifiable Supporting
Performance Factor(s), divided by two as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quantifiable |
|
|
|
Non-Quantifiable |
|
|
|
|
|
Supporting |
|
+ |
|
Supporting |
|
|
|
Individual |
|
Performance |
|
|
|
Performance |
|
|
|
Performance = |
|
Factor |
|
|
|
Factor |
|
|
|
|
|
|
|
|
|
Factor |
|
|
|
2 |
|
|
|
|
|
|
Notwithstanding the foregoing, the individual to whom the Participant
reports (with the approval of the Chairman and President or the
Compensation Committee with respect to the |
8
|
|
|
Chairman and President), shall
have the authority to weight the
Supporting Performance Factors, according to relative importance. The
weighting of each Supporting Performance Factor shall be expressed as a
percentage, and the sum of the percentages applied to all of the Supporting
Performance Factors shall be 100%. The Individual Performance Factor, if
weighted factors are used, will then be equal to the weighted average of
such Supporting Performance Factors. |
VII. |
|
CHANGE IN STATUS DURING THE PLAN YEAR |
|
A. |
|
New Hires and Promotions. A newly hired employee or an employee
promoted during the Plan Year to a position qualifying for participation (or leaving
the participating class) may accrue (subject to discretion of the Compensation
Committee) a pro rata Accrued Bonus based on Base Salary received. |
|
|
B. |
|
Discharge. An employee discharged during the Plan Year shall not be
eligible for an Accrued Bonus, even though his or her service arrangement or contract
extends past year-end, unless the Compensation Committee determines that the
conditions of the termination indicate that a prorated Accrued Bonus is appropriate.
The Compensation Committee shall have full and final authority in making such a
determination. |
|
|
C. |
|
Resignation. An employee who resigns during the Plan Year to accept
employment elsewhere (including self-employment) will not be eligible for an Accrued
Bonus, unless the Compensation Committee determines that the conditions of the
termination indicate that a prorated Bonus is appropriate. The Compensation Committee
shall have full and final authority in making such a determination. |
|
|
D. |
|
Death, Disability and Retirement. If a Participants employment is
terminated during a Plan Year by reason of death, Disability, or normal or early
retirement under the Companys retirement plan, a tentative Accrued Bonus will be
calculated as if the Participant had remained employed as of the end of the Plan Year.
The final Accrued Bonus will be calculated based upon the Base Salary received. |
|
|
|
|
Each employee may name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under this Plan is to be paid in
case of the employees death. |
9
|
|
|
Each such designation shall revoke all prior designations by the employee, shall be
in the form prescribed by the Compensation Committee, and shall be effective only
when filed by the employee in writing with the Compensation Committee during his or
her lifetime. |
|
|
|
|
In the absence of any such designation, benefits remaining unpaid at the employees
death shall be paid to the employees estate. |
|
|
E. |
|
Leave of Absence. An employee whose status as an active employee is
changed during a Plan Year as a result of a Leave of Absence may, at the discretion of
the Compensation Committee, be eligible for a pro rata Accrued Bonus determined in the
same way as in paragraph D of this Section. |
|
|
F. |
|
Needs Improvement Status. Associates whose performance has been
rated Needs Improvement on their annual performance review will not be eligible for an
EVA bonus until such time as their performance is at an acceptable level. If the
associates performance returns to an acceptable level, the EVA bonus that was
withheld will be paid with the next available pay period. |
VIII. |
|
BONUS PAID AND BONUS BANK |
|
|
|
All or a portion of the Accrued Bonus will be either paid to the Participant or credited to
or charged against the Bonus Bank as provided in this Article. |
|
A. |
|
Participants Who Are Not Executives Officers. All positive Accrued
Bonuses of Participants who are not Executive Officers for the Plan Year shall be paid
in full, less amounts required by law to be withheld for income and employment tax
purposes, not later than December 31 following the end of the Plan Year in which the
Accrued Bonus was earned. Participants who are not Executive Officers shall not be
charged or otherwise assessed for negative Accrued Bonuses nor shall such Participants
have any portion of their Accrued Bonuses banked. |
|
|
B. |
|
Participants Who Are Executive Officers. The Total Bonus Payout to
Participants who are Executive Officers for the Plan Year shall be as follows: |
Total Bonus Payout = [Accrued Bonus - Extraordinary Bonus Accrual] + Bank Payout
10
|
|
|
The Total Bonus Payout for each Plan Year, less amounts required by law to be
withheld for income tax and employment tax purposes, shall be paid not later than
December 31 following the end of the Plan Year in which the Accrued Bonus was
earned. Notwithstanding the foregoing sentence, effective July 1, 2005, the Total
Bonus Payout shall not be made if participants in the Economic Value Added Bonus
Plan for Salaried Employees or the Economic Value Added Plan for Represented
Employee Associates (collectively, the Other EVA Plans) do not earn a bonus under
the Other EVA Plans for the same Plan Year. For any Plan Year in which no bonus is
paid under the Other EVA Plans, this Plan will credit each Executive Officer with
any positive Accrued Bonus under the formula above, and credit that amount to the
Executive Officers Bonus Bank. |
|
|
C. |
|
Establishment of a Bonus Bank. To encourage a long term commitment
to the enhancement of shareholder value by Executive Officers, Extraordinary Bonus
Accruals shall be credited to an at risk deferred account (Bonus Bank) for each
such Participant, and all negative Accrued Bonuses shall be charged against the Bonus
Bank, as determined in accordance with the following: |
|
1. |
|
Bonus Bank means, with respect to each Executive
Officer, a bookkeeping record of an account to which Extraordinary Bonus
Accruals or positive Accrued Bonuses are credited, and negative Accrued
Bonuses debited as the case may be, for each Plan Year, and from which bonus
payments to such Executive Officers are debited. |
|
|
2. |
|
Bank Balance means, with respect to each Executive
Officer, a bookkeeping record of the net balance of the amounts credited to
and debited against such Executive Officers Bonus Bank. The Bank Balance
shall initially be equal to zero. |
|
|
3. |
|
Extraordinary Bonus Accrual shall mean the amount
of the Accrued Bonus for any year that exceeds 1.25 times the portion of the
Executive Officers Base Salary which is represented by the Target Incentive
Award in the event that the beginning Bank Balance is positive or zero, and
..75 times the portion of the Executive Officers Base Salary which is |
11
|
|
|
represented by the Target Incentive Award in the event that the beginning Bank
Balance is negative. |
|
|
4. |
|
Annual Allocation. Each Executive Officers
Extraordinary Bonus Accrual, positive Accrued Bonus or negative Accrued Bonus
is credited or debited to the Bonus Bank maintained for that Executive
Officer. Such Annual Allocation will occur as soon as administratively
feasible after the end of each Plan Year. Although a Bonus Bank may, as a
result of negative Accrual Bonuses have a deficit, no Executive Officer shall
be required, at any time, to reimburse his/her Bonus Bank. |
|
|
5. |
|
Available Balance means the Bank Balance at the
point in time immediately after the Annual Allocation has been made. |
|
|
6. |
|
Payout Percentage means the percentage of the
Available Balance that may be paid out in cash to the Participant. The Payout
Percentage will equal 33%. |
|
|
7. |
|
Bank Payout means the amount of the Available
Balance that may be paid out in cash to the Executive Officer for each Plan
Year. The Bank Payout is calculated as follows: |
Bank Payout = Available Balance x Payout Percentage
|
|
|
The Bank Payout is subtracted from the Bank Balance. |
|
|
8. |
|
Treatment of Available Balance Upon Termination. |
|
(a) |
|
Resignation or Termination With
Cause. Executive Officers leaving voluntarily to accept
employment elsewhere (including self-employment) or who are terminated
with cause will forfeit their Available Balance. |
|
|
(b) |
|
Retirement, Death, Disability or
Termination Without Cause. In the event of an Executive Officers
normal or early retirement under the STRATTEC SECURITY CORPORATION
Retirement Plan, death, Disability, or termination without cause
(Separation from Service), the Available Balance, less amounts
required by law to be withheld for income tax and employment tax
purposes |
12
|
|
|
shall be paid to the Executive Officer. The Plan will pay
the amount as a lump sum. If the
Executive Officers Separation from Service occurs before March 15
of the Plan Year, the lump sum shall be paid the following
September 15. If the Executive Officers Separation from Service
occurs on or after March 15 of the Plan Year, the lump sum shall be
paid on the date which is six months after the date of the
Participants Separation from Service. |
|
(c) |
|
For purposes of this Plan cause shall mean: |
|
(i) |
|
The willful and continued
failure of a Participant to perform substantially the
Participants duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for
substantial performance is delivered to the Participant by the
Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board or Chief
Executive Officer believes that the Participant has not
substantially performed the Participants duties, or |
|
|
(ii) |
|
The willful engaging by the
Participant in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company. |
|
|
|
|
For purposes of this provision, no act or failure to act,
on the part of the Participant, shall be considered
willful unless it is done, or omitted to be done, by the
Participant in bad faith or without reasonable belief that
the Participants action or omission was in the best
interests of the Company. Any act, or failure to act,
based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief
Executive Officer or a senior officer of the Company or
based upon the advice of counsel for the Company shall be
conclusively |
13
|
|
|
presumed to be done, or omitted to be done, by
the Participant in good faith and in the best
interests of the Company. The cessation of employment of
the Participant shall not be deemed to be for cause unless
and until there shall have been delivered to the
Participant a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board
called and held for such purpose (after reasonable notice
is provided to the Participant and the Participant is given
an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the
Board, the Participant is guilty of the conduct described
in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail. |
IX. |
|
ADMINISTRATIVE PROVISIONS |
|
A. |
|
Amendments. Subject to Code section 409A which applies to payments
which are deferred compensation under this Plan, the Compensation Committee or full
Board of Directors of the Company shall have the right to amend or restate the Plan at
any time from time to time. The Company reserves the right to suspend or terminate
the Plan at any time. No such modification, amendment, suspension, or termination
may, without the consent of any affected participants (or beneficiaries of such
participants in the event of death), reduce the rights of any such participants (or
beneficiaries, as applicable) to a payment or distribution already earned under Plan
terms in effect prior to such change. The provisions of the Plan as in effect at the
time of a Participants termination of employment shall control as to that
Participant, unless otherwise specified in the Plan. |
|
|
B. |
|
Authority to Act. The Compensation Committee or full Board of
Directors may act on behalf of the Company for purposes of the Plan. |
|
|
C. |
|
Interpretation of Plan. Any decision of the Compensation Committee
with respect to any issues concerning individuals selected for awards, the amounts,
terms, form and time of payment of awards,
|
14
|
|
|
and interpretation of any Plan guideline,
definition, or requirement shall be final and binding. |
|
|
|
|
The Compensation Committee may determine that a Participant is Disabled if the
Participant is determined to be totally disabled by the Social Security
Administration. The Compensation Committee may also determine that the Participant
is Disabled in accordance with a disability insurance program, provided that the
definition of disability applied under that program complies with the definition of
Disability provided under this Plan. |
|
|
D. |
|
Effect of Award on Other Employee Benefits. By acceptance of a bonus
award, each recipient agrees that such award is special additional compensation and
that it will not affect any employee benefit, e.g., life insurance, etc., in
which the recipient participates, except as provided in paragraph D. below. |
|
|
E. |
|
Retirement Programs. Awards made under this Plan shall be included
in the employees compensation for purposes of the STRATTEC SECURITY CORPORATION
Retirement Plan and STRATTEC SECURITY CORPORATION Employee Savings Investment Plan. |
|
|
F. |
|
Right to Continued Employment; Additional Awards. The receipt of a
bonus award shall not give the recipient any right to continued employment, and the
right and power to dismiss any employee is specifically reserved to the Company. In
addition, the receipt of a bonus award with respect to any Plan Year shall not entitle
the recipient to an award with respect to any subsequent Plan Year. |
|
A. |
|
Indemnification. The Compensation Committee shall not be liable for,
and shall be indemnified and held harmless by the Company from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred in connection
with any claim, action, suit, or proceeding to which the Compensation Committee may be
a party by reason of any action taken or failure to act under this Plan. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such person(s) may be entitled under the Companys
Certificate of Incorporation of By-Laws, as a |
15
|
|
|
matter of law, or otherwise, or any
power that the Company may have to indemnify such person(s) or hold such person(s)
harmless. |
|
|
B. |
|
Expenses of the Plan. The expenses of administering this Plan shall
be borne by the Company. |
|
|
C. |
|
Withholding Taxes. The Company shall have the right to deduct from
all payments under this Plan any Federal or state taxes required by law to be withheld
with respect to such payments. |
|
|
D. |
|
Governing Law. This Plan is subject to federal law, including the
requirements of Code section 409A, the proposed regulations for Code section 409A and
other guidance provided by the Internal Revenue Service. For purposes of state law,
the Plan shall be construed under the laws of the State of Wisconsin. |
|
|
E. |
|
Severability. This Plan has been amended in pursuant to proposed
regulations issued by the Internal Revenue Service and is intended to be in good faith
compliance with the requirements under Code section 409A. To the extent that the
Compensation Committee determines that additional information or interpretation of the
rules, final regulations or other guidance provided by the Internal Revenue Service
require amendments to the Plan to comply with Code section 409A, the Compensation
Committee shall amend the Plan accordingly. Any provision of this Plan prohibited by
law shall be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions. The illegal or invalid provisions shall be fully severable
and this Plan shall be construed and enforced as if the illegal or invalid provisions
had never been included in this Plan. |
16
EXHIBIT A
The Senior Managers and corresponding Target Incentive Awards referenced in Section V.B. are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Incentive Award |
|
|
|
|
Senior Manager
|
|
(% of Base Pay) |
|
|
|
|
|
|
|
|
|
exv13
EXHIBIT 13
2 0 0 6 A N N U A L R E P O R T |
Over the past several
years, STRATTEC has embarked on a
journey to transition its business
through the expansion of products,
customers and global capabilities.
That journey is giving us many new
roads to travel. Like all journeys,
the roads we take are not always as
smooth or straight as we might want.
But we are confident that the things
we see, the things we learn and the
progress we make will provide a path
to a successful future for STRATTEC
and its partners around the world. |
2006 ANNUAL REPORT
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 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
Plastics, Inc. of Grand Rapids, Michigan. Our products are shipped to customer locations
in the United States, Canada, Mexico, Europe, South America and China, and we provide
full service and aftermarket support.
CONTENTS
LETTER TO THE SHAREHOLDERS
FINANCIAL HIGHLIGHTS
4
COMPANY DESCRIPTION
5
STRATTEC EQUIPPED VEHICLE LIST
10
MANAGEMENTS DISCUSSION AND ANALYSIS
11
FINANCIAL STATEMENTS
18
REPORT OF MANAGEMENT
33
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
34
FINANCIAL SUMMARY
36
DIRECTORS / OFFICERS / SHAREHOLDERS INFORMATION
37
PROSPECTIVE INFORMATION
A number of the matters and subject areas discussed in this Annual Report (see above
Contents section) 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 include expected future financial results,
product offerings, global expansion, liquidity needs, financing ability, planned capital
expenditures, managements or the Companys expectations and beliefs, and similar matters
discussed in the Letter to the Shareholders, Companys Managements Discussion and
Analysis, etc. 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 Companys actual future experience.
The Companys business, operations and financial performance are subject to certain
risks and uncertainties, which could result in material differences in actual results
from the Companys 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 Companys and its customers products, competitive and
technological developments, customer purchasing actions, foreign currency fluctuations,
costs of operations and other matters described under Risk Factors in the Managements
Discussion and Analysis section of this report.
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 Annual Report 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 Annual Report.
|
LETTER TO THE SHAREHOLDERS
AUGUST, 2006
Fellow Shareholders:
Fiscal 2006 was a challenging year for us as we began to feel the impact of negative
industry dynamics, the continued erosion of the market share for our traditional products
and rising material costs. Net sales declined to $181,197,000 from last years level of
$190,314,000. Net income declined to $12,477,000 from the previous years level of
$15,038,000. Despite these declines, we were still able to generate positive EVA of
$8,200,000.
While our results reflect the negative trends in our industry, there were also
positive developments in our business. Here is a brief recap of the highlights and
lowlights for the year.
In July, we signed a successor Agreement for our Alliance with WITTE-Velbert of
Germany. This successor to the original five-year Agreement signed in 2000 provides a more
efficient framework for our mutual efforts, and adds flexibility for future initiatives
that may be considered by the partners. One of those initiatives came to fruition later in
the fiscal year with the addition of ADAC Plastics of Grand Rapids, Michigan in January as
a third member to the Alliance. ADAC brings depth to the Alliances global capability in
exterior and interior door handles, which are an important part of the Alliances access
control product line. With this expansion, we and our partners also established a brand
identity for Alliance activities, creating the name VAST Alliance, and renaming our former
WITTE-STRATTEC LLC joint venture Vehicle Access Systems Technology LLC. ADAC also became
a part of this LLC. We announced these developments in the Alliance through coordinated
press releases and customer visits in February. Please see the Company Description portion
of this report for further information about the VAST Alliance and LLC.
In late August, Hurricane Katrina hit New Orleans and other Gulf-coast areas,
triggering a dramatic and rapid rise in oil prices. Subsequent global political and
production issues continued to drive oil prices up throughout our fiscal year and
continue doing so as I write this letter. Rising oil prices have had a correspondingly
dramatic effect on us as sales of mid-size and large SUVs and trucks produced by our
principal customers have declined significantly. Production cuts followed, and are likely
to continue over the next several quarters.
In October, Delphi Corporation filed for protection under Chapter 11 bankruptcy
laws, affecting
$3.4 million of our accounts receivable. This was our first encounter with the
bankruptcy of a major customer. Subsequently, we were able to sell our rights to these
receivables to a third party for $1.8 million, resulting in a write-off for
uncollectible accounts receivable of $1.6 million. We were also able to negotiate
revised payment terms with Delphi, reducing our risk exposure going forward. We continue
to monitor Delphis situation closely.
During November and December, we began to feel the effects of rising raw material
costs for zinc and brass, the primary materials used in our lock and key products. These
raw material costs continued to escalate during the remainder of the fiscal year such
that they nearly doubled on a year-over-year basis. Material costs continue their upward
trend, and we do not anticipate a return to the stable prices we enjoyed over the past
several years. As a consequence of these factors, we began a concerted effort to request
pricing adjustments from our customers to offset these extraordinary increased material
costs. This effort continues in the new fiscal year. As I am sure you are aware, this
will be a difficult thing to accomplish with customers who are in financial distress and
continue to demand year-over-year price decreases. Nevertheless, we are firm in our
resolve to cover these
LETTER TO THE SHAREHOLDERS
material increases with price adjustments.
During the last quarter, General Motors awarded the VAST Alliance partners a
significant amount of business supplying their new global Epsilon vehicles, which will go
into production in our fiscal 2009 and 2010. These business awards are for locksets, door
handles, ignition lock housings and rear seat-back latches. STRATTECs direct benefit will
be with the rear seat-back latches for North America. We were also anticipating producing
the global requirements for ignition lock housings in North America, but our Tier 1
customer for this product has decided to produce only in China. We will therefore likely
be producing this at our VAST China joint venture. Although the portion of Epsilon
products STRATTEC will directly produce is a relatively small portion of the total awarded
to the VAST Alliance by GM, we are very pleased with the outcome as it clearly
substantiates our global strategy. Further, under the terms of the Alliance Agreement,
STRATTEC will have an indirect benefit from the lockset and lock housing products produced
outside North America.
Throughout this fiscal year, we have taken steps to align our resources and implement
plans to fulfill our drive to expand both our product portfolio and customer base. We are
making progress, but those of you who understand the automotive market place know that the
benefits of making that progress take three to four years to realize due to lead times in
the industry. To speed this process along we have also been actively seeking opportunities
to make an acquisition that would support our corporate strategy. These activities will
continue into the new fiscal year.
Given the current turmoil in the North American automotive industry, one could
legitimately ask why we are pursuing this strategy. We ask ourselves that question on a
regular basis. The answer is based on the following beliefs. We have believed for some
time that the basic business models pursued by our major customers have lost their
effectiveness. We believed this would lead to some sort of crisis which in turn would
drive a restructuring. We are experiencing that crisis now, and it will be painful for the
entire industry and overall economy. But a restructuring will occur, and the industry will
be stronger when it concludes. We believe we are in a good position to weather this period
of turmoil. With the transition we have been going through and continue to pursue, we
intend to not only survive the restructuring, but benefit from it. We have already
received opportunities to quote business currently placed with suppliers who are at risk
financially. In one such case, a major customer has tentatively awarded a major latch
program to us. We believe there will be other opportunities like this for us resulting
from our capabilities and financial stability.
We believe the challenges of fiscal 2006 will continue in 2007. We will not be immune
to the turmoil affecting our industry. But our companys capital structure continues to be
robust. With that robustness, we are investing in our future through internal resources,
and are ready to invest in an appropriate strategic acquisition. We believe the
restructuring facing the domestic automotive industry will give us good opportunities to
do exactly what we have targeted for our transition: Expand our product and customer
bases. We believe we are in the right position to take advantage of the changes
coming in the industry, and look for a positive outcome.
Sincerely,
Harold M. Stratton II
Chairman, President and Chief Executive Officer
FINANCIAL HIGHLIGHTS
(IN MILLIONS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
|
|
|
Net Sales |
|
$ |
181.2 |
|
|
$ |
190.3 |
|
|
$ |
195.6 |
|
Gross Profit |
|
|
37.0 |
|
|
|
42.7 |
|
|
|
47.5 |
|
Income from Operations |
|
|
13.4 |
|
|
|
22.0 |
|
|
|
26.9 |
|
Net Income |
|
|
12.5 |
|
|
|
15.0 |
|
|
|
17.3 |
|
Total Assets |
|
|
148.6 |
|
|
|
138.1 |
|
|
|
137.2 |
|
Total Debt |
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders Equity |
|
|
110.3 |
|
|
|
91.8 |
|
|
|
89.9 |
|
ECONOMIC VALUE ADDED (EVA®)
All U.S. associates and many of our Mexico-based salaried associates participate in
incentive plans that are based upon our ability to add economic value to the enterprise.
During 2006, $8.2 million of positive economic value was generated, a decrease of $3.0
million compared to the economic value the business generated in 2005. We continue to
believe that EVA® represents STRATTECs ultimate measure of success and
shareholder value.
|
|
|
|
|
|
|
|
|
Net Operating Profit After Cash-Basis Taxes |
|
|
|
|
|
$ |
12.9 |
|
Average Net Capital Employed |
|
$ |
42.5 |
|
|
|
|
|
Capital Cost |
|
|
11 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7 |
|
|
|
|
|
|
|
|
|
Economic Value Added |
|
|
|
|
|
$ |
8.2 |
|
|
|
|
|
|
|
|
|
EVA® is not a traditional financial measurement under U.S. GAAP and may
not be similar to EVA® calculations used by other companies. However,
STRATTEC believes the reporting of EVA® provides investors with greater
visibility of economic profit. The following is a reconciliation of the relevant GAAP
financial measures to the non-GAAP measures used in the calculation of STRATTECs
EVA®.
Net Operating Profit After Cash-Basis Taxes:
|
|
|
|
|
2006 Net Income as Reported |
|
$ |
12.5 |
|
Deferred Tax Provision |
|
|
.3 |
|
Other |
|
|
.1 |
|
|
|
|
|
Net Operating Profit After
Cash-Basis Taxes |
|
$ |
12.9 |
|
|
|
|
|
Average Monthly Net Capital Employed:
|
|
|
|
|
Total Shareholders Equity as Reported at July 2, 2006 |
|
$ |
110.3 |
|
Current Interest Bearing Assets |
|
|
(69.3 |
) |
Long-Term Liabilities |
|
|
4.6 |
|
Other |
|
|
(2.6 |
) |
|
|
|
|
Net Capital Employed at July 2, 2006 |
|
|
43.0 |
|
Impact of 12 Month Average |
|
|
(.5 |
) |
|
|
|
|
Average Monthly Net Capital Employed |
|
$ |
42.5 |
|
|
|
|
|
EVA® is a registered trademark of Stern, Stewart & Co.
COMPANY DESCRIPTION
BASIC BUSINESS
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 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 Plastics, Inc. of Grand Rapids, Michigan. Our products are
shipped to customer locations in the United States, Canada, Mexico, Europe, South America and
China, and we provide full service and aftermarket support.
HISTORY
STRATTEC formerly was a division of Briggs & Stratton Corporation. In 1995, STRATTEC was spun
off from Briggs & Stratton through a tax-free distribution to the then-existing Briggs & Stratton
shareholders and has since been an independent public company for eleven years.
Our history in the automotive security business spans nearly 100 years. STRATTEC has been the
worlds largest producer of automotive locks and keys since the late 1920s, and we currently
maintain a dominant share of the North American markets for these products.
PRODUCTS
Our traditional products are locks and keys for cars and light trucks. A typical new car uses
a set of two to three locks. A typical 3-way lockset contains a steering column/ignition lock, a
drivers door lock and a rear compartment (trunk, hatch or liftgate) lock. Pickup trucks also use
two to three locks, while sport utility vehicles and vans use three to five locks. Some vehicles
have additional locks for consoles, storage compartments or folding rear seats. Pick-up truck
tailgate locks, spare tire locks and burglar alarm locks are offered as options. Usually, two keys
are provided with each vehicle lockset. Most of the vehicles we currently supply are using keys
with sophisticated radio frequency identification technology for theft prevention. However, keys
with remote entry devices integrated into a single unit have been added to our product line.
A relatively new and growing product line for us is ignition lock housings. These housings are
the mating part for our ignition locks and typically are part of the steering column structure,
although there are instrument panel-mounted versions for certain vehicle applications. These
housings are typically zinc or magnesium die castings and can include electronic components for
theft deterrent systems.
We are also developing business for additional access control products, including trunk
latches, liftgate latches, tailgate latches, hood latches, side door latches and related hardware
for this product category.
MARKETS
We are a direct supplier to OEM auto and light truck manufacturers as well as other
transportation-related manufacturers. For the 2006 model year, our lock and key products
COMPANY DESCRIPTION
enjoyed a 46% market share in the North American automotive industry, supplying over 52% of
General Motors production, 66% of Fords, 93% of DaimlerChryslers and 100% of Mitsubishis
production. Our growing ignition lock housing business captured an estimated 24% share in 2006. Our
housings and OEM components are also sold to other Tier 1 automotive suppliers and industrial
manufacturers.
Direct sales to various OEMs represented approximately 80% of our total sales for fiscal 2006.
The remainder of the companys revenue is received primarily through sales to the OEM service
channels, and the aftermarket.
Sales to our major automotive customers, both OEM and Tier 1, are coordinated through direct
sales personnel located in our Detroit-area office. Sales are also facilitated through daily
interaction between our customer Program Managers and Application Engineers located in Detroit and
product engineering departments. Sales to other OEM customers are accomplished through a combination
of our own sales personnel and manufacturer
representative agencies. STRATTECs products are supported by an extensive staff of experienced
lock, housing and latch engineers. This staff, which includes product design, quality and
manufacturing engineers, is capable of providing complete design, development and testing services
of new products for our customers. This staff also is available for customer problem solving,
warranty analysis, and other activities that arise during a products life cycle. Our
customers receive after-sales support in the form of special field service kits, service manuals, and specific
in-plant production repair programs.
The majority of our OEM products are sold in North America. While a modest amount of exporting
is done to automotive assembly plants in Europe and South America, we are in the process of expanding
our presence in these markets and elsewhere through our Vehicle Access Systems Technology (VAST)
Alliance with WITTE Automotive and ADAC Plastics, Inc., which is described in more detail on page 8.
OEM service and replacement parts are sold to the OEMs own service operations. In addition,
we distribute our components and security products to the automotive aftermarket through
approximately 50 authorized wholesale distributors, as well as other marketers and users of
component parts, including export customers. Increasingly, our products find their way into the
retail channel, specifically the hardware store channel. Our ability to provide a full line of keys
to that channel has been accomplished through the introduction of the STRATTEC XL key line. This
extension to our line includes keys that we currently do not supply on an OE basis, including keys
for Toyota, Honda and other popular domestic and import vehicles. This extended line of keys is
augmented by a variety of diagnostic programming tools. Together, the diagnostic tools and our full
line of keys enable automotive repair specialists to satisfy consumer needs for repair or
replacement parts. These aftermarket activities are serviced through a warehousing operation
integral to our Milwaukee headquarters and manufacturing facility.
COMPANY DESCRIPTION
CUSTOMER FOCUS
To bring the proper focus to the relationships with our major customers, we have seven
customer-focused teams, each with a Director of Sales, a Product Business Manager, one or two
Engineering Program Managers and Customer Application Engineers. In addition to customer teams for
General Motors, Ford and DaimlerChrysler/Mitsubishi, we have teams for New Domestic Vehicle
Manufacturers, Driver Control/Ignition Lock Housing customers, Tiered Products, and for Service and
Aftermarket customers.
Each Sales Director is responsible for the overall relationship between STRATTEC and a
specific customer group. Engineering Program Managers report to their respective team and are
responsible for coordinating engineering resources and managing new product programs for their
customers.
To serve our customers product needs, STRATTECs engineering resources are organized by
product type. We have four product groups: Locks and Keys, Latches, Driver Control/Ignition Lock
Housings and Electrical. Each group has an Engineering Manager and a complement of skilled
engineers who design and develop products for specific applications. In doing this, each
engineering group works closely with the Product Business Managers, team Engineering Program
Managers, sales personnel, and application engineers.
Underlying this organization is a formalized product development process to identify and meet
customer needs in the shortest possible time. By following this streamlined development system, we
shorten product lead times, tighten our response to
market changes and provide our customers with the optimum value solution to their security/access
control requirements. STRATTEC is also QS9000, ISO/TS 16949 and ISO 14001 certified. This means we
embrace the philosophy that quality should exist not only in the finished product, but in every
step of our processes as well.
OPERATIONS
A significant number of the components that go into our products are manufactured at our main
facility and headquarters in Milwaukee, Wisconsin. This facility produces zinc die cast components,
stampings, and key blanks. Key finishing takes place at STRATTEC Componentes Automotrices in
Juarez, Mexico, along with some limited
COMPANY DESCRIPTION
assembly activities. The majority of our assembly operations take place at STRATTEC de
Mexico, also located in Juarez. Warehousing and distribution of service and aftermarket product is
accomplished at the Milwaukee facility.
ADVANCED DEVELOPMENT
Research and development activities are centered around a dedicated research engineering staff
we call our Advanced Development Group. This group has the responsibility for developing future
products and processes that will keep us in the forefront of the markets we serve. Projects we are
pursuing focus on electronic and mechanical access control products, modularization of related
access/security control components and new manufacturing processes to reduce costs for ourselves
and our customers.
VAST ALLIANCE
In fiscal 2001, we entered into a formal Alliance with WITTE-Velbert GmbH, an automotive
supplier based in Germany, designing, developing, manufacturing and marketing automotive access
control products for European-based customers. This Alliance consisted of two initiatives. The
first was a cross licensing agreement which allowed STRATTEC to manufacture and market WITTEs core
products in North America, and WITTE to manufacture and market STRATTECs core products in Europe.
The second initiative was a 50-50 joint venture to invest in operations with local partners in
strategic markets outside of Europe and North America.
In February of 2006, we announced the expansion of the Alliance and related joint venture with
the addition of ADAC Plastics, Inc. ADAC, of Grand Rapids, Michigan adds North American expertise
in door handles, a part of WITTEs core product line that STRATTEC could not support, and an
expertise in color-matched painting of these components which we believe is unique in the world.
With the expansion of the Alliance, we now have a full range of access control related
products available on a global basis to support customer programs. To identify this powerful
combination of independent companies focused on working together, we renamed the joint venture
Vehicle Access Systems Technology LLC, and the Alliance is now called the VAST Alliance. WITTE is
now called WITTE Automotive, and ADAC is now doing business as
COMPANY DESCRIPTION
ADAC Automotive. We have adopted a common graphic image in which we share a logo mark and
colors, and a specific logo for the Alliance itself to be used on the partners printed and
electronic presentation materials (see Page 37 of this Report for an example). Our VAST LLC
partners in China and Brazil are also adopting the name and image so that VAST now truly has global
brand awareness.
CYCLICAL NATURE OF THE BUSINESS
The manufacturing of components used in automobiles is driven by the normal peaks and valleys
associated with the automotive industry. Typically, the months of July and August are relatively
slow as summer vacation shutdowns and model year changeover occur at the automotive assembly
plants. September volumes increase rapidly as the new model year begins. This volume strength
continues through October and into early November. As the holiday and winter seasons approach, the
demand for automobiles slows as does production. March usually brings a major sales and production
increase, which then continues through most of June. This results in our first fiscal quarter
(ending in September) sales and operating results typically being our weakest, with the remaining
quarters being more consistent.
GLOBAL PARTNERS
|
|
|
1. STRATTEC Milwaukee,Wisconsin
|
|
6. WITTE Automotive Velbert, Germany |
2. STRATTEC de Mexico Juarez, Mexico
|
|
7. WITTE Automotive Nejdek, Czech Republic |
3. STRATTEC Componentes Automotrices Juarez, Mexico
|
|
8. VAST do Brasil Sao Paulo, Brazil |
4. ADAC Plastics, Inc. Grand Rapids and Muskegan, Michigan
|
|
9. VAST Fuzhou Fuzhou, China |
5. ADAC Paintbox, Limited United Kingdom
|
|
10. VAST Great Shanghai Co. Shanghai, China |
ECONOMIC VALUE COMMITMENT
The underlying philosophy of our business, and the means by which we measure our performance,
is Economic Value Added (EVA®). Simply stated, economic value is created when our
business enterprise yields a return greater than the cost of capital we and our shareholders have
invested in STRATTEC. The amount by which our return exceeds the cost of our capital is
EVA®. In line with this philosophy, EVA® bonus plans are in effect for all
our U.S. associates, outside directors and many of our Mexico-based salaried associates as an
incentive to help positively drive the business.
STRATTECs significant market presence is the result of a nine-decade-long commitment to
creating quality products and systems that are responsive to changing needs. As technologies
advance and markets grow, STRATTEC retains that commitment to meeting and exceeding the
expectations of our customers, and providing economic value to our shareholders.
We are proud to be associated with many of the quality vehicles produced in North America. The
following model year 2007 cars and light trucks are equipped with STRATTEC products. |
CARS AND CAR BASED UTILITY VEHICLES |
Buick Allure Chrysler PT Cruiser Holden Commodore
(Canadian only) Chrysler Sebring (Australia only)
Buick Enclave Dodge Avenger Honda Civic
(late introduction) (late introduction) Jeep Compass
Buick LaCrosse Dodge Caliber Jeep Patriot
Buick Lucerne Dodge Charger Lincoln Town Car
Cadillac XLR Dodge Magnum Mercury Grand Marquis
Cadillac DTS Dodge Viper Mercury Montego
Chevrolet Corvette Ford Five Hundred Mitsubishi Eclipse/
Chevrolet Impala Ford Crown Victoria Eclipse Spyder
Chevrolet Monte Carlo Ford Freestyle Mitsubishi Galant
Chrysler 300/300C Ford Mustang Saturn Ion
Chrysler Pacifica GMC Acadia Saturn Outlook |
LIGHT TRUCKS, VANS AND SPORT UTILITY VEHICLES |
Buick Rainier Caravan GMC Yukon |
Buick Rendezvous Dodge Dakota Pickup GMC Yukon XL |
Buick Terraza Dodge Durango Hummer H2 |
Cadillac Escalade Dodge Nitro Jeep Commander |
Cadillac Escalade ESV Dodge Ram Pickup Jeep Grand Cherokee |
Cadillac Escalade EXT Ford Expedition Jeep Liberty |
Chevrolet Avalanche Ford Explorer Jeep Wrangler/Wrangler |
Chevrolet Express Van Ford Explorer Sport Trac Unlimited |
Chevrolet Silverado Pickup Ford F-Series Pickup Lincoln Mark LT Pickup |
Chevrolet Suburban Ford F-Series Supercrew Lincoln Navigator |
Chevrolet Tahoe Ford F-Series Super Duty Mazda B-Series Pickup |
Chevrolet Trailblazer Ford Heritage F-Series Mercury Mountaineer |
Chevrolet Uplander Ford Ranger Pickup Mitsubishi Endeavor |
Chrysler Aspen GMC Envoy Mitsubishi Raider |
Chrysler Town & Country GMC Savana Nissan Titan |
Dodge Caravan/Grand GMC Sierra Pickup Saab 9-7X |
MANAGEMENTS DISCUSSION AND ANALYSIS
The following Discussion and Analysis should be read in conjunction with
STRATTEC SECURITY CORPORATIONs Financial Statements and Notes thereto. Unless otherwise
indicated, all references to years refer to fiscal years.
RESULTS OF OPERATIONS
2006 Compared to 2005
Net sales were $181.2 million in 2006 compared to $190.3 million in 2005. The prior
year included one additional shipping week, which increased sales by approximately $2.9
million. Sales to our largest customers overall declined in the current year as compared
to the prior year. Sales to DaimlerChrysler Corporation increased significantly to $58.6
million in 2006 compared to $51.5 million in 2005 due to additional product content and
higher production volumes. Sales to Mitsubishi Motor Manufacturing of America, Inc. were
$5.4 million in 2006 compared to $4.5 million in 2005 due to higher vehicle production
volumes and increased product content. Sales to Ford Motor Company were $27.3 million in
2006 compared to $32.0 million in 2005 due to pre-programmed price reductions,
discontinued models and lower Ford vehicle production volumes on certain vehicles. Sales
to General Motors Corporation were $32.9 million in 2006 compared to $43.2 million in 2005
due to a combination of price reductions, discontinued models and lower production volumes
on certain General Motors vehicles. Sales to Delphi Corporation were $26.7 million in 2006
compared to $29.6 million in 2005 due primarily to pre-programmed price reductions, lower
levels of production and lower component content.
As discussed in our 2004 and 2005 Annual Reports, Mitsubishi informed STRATTEC of
their intent to consolidate the purchase of their lockset requirements with their Japanese
supplier beginning with the 2007 model year due primarily to economic pressures impacting
Mitsubishi. As a result, in 2007 supply of production requirements to Mitsubishi will
continue only on a limited basis. It is anticipated that our supply of parts to Mitsubishi
will be fully completed by December 2006. Mitsubishi represented approximately 3 percent
of STRATTECs fiscal 2006 sales.
Gross profit as a percentage of net sales was 20.4 percent in 2006 compared to 22.5
percent in 2005. The lower gross margins are primarily attributed to lower production
volumes, higher purchased material costs for brass and zinc and a less favorable Mexican
peso to U.S. dollar exchange rate affecting our Mexican operations. The gross margin
reduction resulting from these items was partially offset by a $580,000 customer
reimbursement received and recorded in 2006 relating to production capacity constraint
issues expensed during 2005. The 2005 gross margin was also reduced by a $217,000 lump sum
bonus for our Milwaukee represented hourly workers related to the June 27, 2005
ratification of a new three-year labor contract. The average zinc price per pound
increased to $1.01 in 2006 compared to $0.54 in 2005. During 2006 approximately 9.1
million pounds of zinc were used. This resulted in increased zinc costs of approximately
$4.3 million in the current year over the prior year. The average brass price per pound
increased to $2.81 in 2006 from $1.94 in 2005. During 2006 approximately 1.5 million
pounds of brass were used. This resulted in increased brass costs of approximately $1.3
million in the current year over the prior year. The inflation rate in Mexico for the 12
months ended June 2006 was approximately 3 percent and increased operating costs by
approximately $530,000 in the current year over the prior year. The U.S. dollar/Mexican
peso exchange rate decreased to approximately 10.80 pesos to the dollar in 2006 from
approximately 11.20 pesos to the dollar in 2005. This resulted in increased costs related
to our Mexican operations of approximately $770,000 in the current year over the prior
year.
At the beginning of the current fiscal year, we adopted Statement of Financial
Accounting Standards (SFAS), No. 123(R), Share Based Payments, to recognize
stock-based compensation expense in our financial statements. In accordance with SFAS No.
123(R), we used the modified prospective method of adoption, which requires compensation
cost to be recognized for all stock awards issued subsequent to adoption, as well as the
unvested portion of awards outstanding on the date of adoption. No cumulative effect of
change in accounting principle was required under this method. Prior to 2006, we elected
to follow APB Opinion No. 25 in accounting for our stock option plan. Under APB Opinion
No. 25, no stock-based compensation expense was reflected in our consolidated statements
of income. The adoption of SFAS No. 123(R) resulted in the recognition of $1.0 million
of compensation cost related to stock options during 2006. The modified prospective method
of application does not impact the financial results of our previously reported periods.
We also recognized $113,000 of compensation cost related to restricted stock issued during
2006, which also would have been recognized under the provisions of APB No. 25. As of July
2, 2006, we had $737,000 of total unrecognized compensation cost related to stock options
granted, which we expect to recognize over a weighted average period of .8 years. As of
July 2,
MANAGEMENTS DISCUSSION AND ANALYSIS
2006, we also had $343,000 of total unrecognized compensation cost related to
restricted stock grants, which we expect to recognize over a weighted average period of
1.2 years. Total unrecognized compensation cost will be adjusted for any future changes
in estimated and actual forfeitures. We made no modifications to outstanding share-based
payment arrangements in conjunction with the adoption of SFAS No. 123(R).
Engineering, selling and administrative expenses were $22.1 million in 2006, compared
to $20.7 million in 2005. The increase over the prior year was primarily attributed to
higher spending in new product development and recognizing stock-based compensation
expense.
The provision for bad debts of $1.6 million in the current year reflects a
write-off of uncollectible pre-petition Chapter 11 accounts receivable due from Delphi
Corporation. During the current year, approximately $3.4 million of pre-petition
Chapter 11 accounts receivable due from Delphi Corporation were sold to a third party
for $1.8 million.
Income from operations decreased to $13.4 million in 2006 from $22.0 million in
2005. This decrease is primarily the result of the increase in the provision for bad
debts, the decline in net sales and gross margin and the increase in operating expenses
as discussed above.
The effective income tax rate for 2006 was 26.1 percent compared to 36.0 percent in
2005. The 2006 income tax provision includes a state refund claim recovery and a favorable
state income tax adjustment. The 2006 claim recovery and tax adjustment, net of the
Federal income tax impact, was approximately $1.2 million. The 2006 income tax provision
also includes a favorable foreign tax adjustment related to the operation of our Mexican
subsidiaries of $664,000. The 2005 income tax provision included a state refund claim
recovery. The 2005 claim recovery, net of the Federal income tax impact, was $162,000.
RESULTS OF OPERATIONS
2005 Compared to 2004
Net sales were $190.3 million in 2005 compared to $195.6 million in 2004. The 2005
year included one additional shipping week, which increased sales by approximately $2.9
million. Sales to our largest customers overall declined in 2005 as compared to 2004.
Sales to DaimlerChrysler Corporation increased to $51.5 million in 2005 from $42.0 million
in 2004. The sales increase was primarily the result of content changes on existing
products STRATTEC supplied. Sales to General Motors Corporation, Delphi Corporation, Ford
Motor Company and Mitsubishi Motor Manufacturing of America, Inc. decreased in 2005
compared to 2004. Sales to General Motors decreased to $43.2 million from $52.2 million,
Delphi sales decreased to $29.6 million from $30.2 million, Ford sales decreased to $32.0
million from $34.7 million and Mitsubishi sales decreased to $4.5 million from $7.0
million. The decrease in sales to these customers was primarily the result of lower
customer vehicle production on vehicles STRATTEC supplied, and to a lesser degree,
discontinued models and pre-programmed price decreases. As discussed in the 2004 Annual
Report, Mitsubishi informed STRATTEC that due primarily to economic pressures impacting
Mitsubishi they intend to consolidate the purchase of their lockset requirements with
their Japanese supplier for the 2007 model year. This will effectively end our supply of
production requirements to Mitsubishi by the start of our 2007 fiscal year. Mitsubishi
represented approximately 2.4 percent of STRATTECs fiscal 2005 sales. Sales to Auto
Alliance International, Ford Motor Companys joint venture assembly plant with Mazda, were
$2.2 million in 2005 and represented new lockset content related to the Ford Mustang.
Decreased aftermarket sales of approximately $2.2 million also contributed to the overall
reduction in sales.
Gross profit as a percentage of net sales was 22.5 percent in 2005 compared to 24.3
percent in 2004. The lower gross margin in 2005 was primarily the result of lower
production volumes, which resulted from lower customer vehicle production on vehicles
STRATTEC supplied as discussed above, changes in customer product content with lower
margins and higher purchased material costs for brass, zinc and magnesium. A lump sum
bonus of approximately $217,000 paid to our Milwaukee represented hourly workers resulting
from a new three year labor contract ratified June 27, 2005 and $580,000 of premium
freight and overtime charges related to capacity issues with two customer directed
component suppliers also reduced the 2005 margin. The average per pound price of brass
increased to $1.94 in 2005 from $1.63 in 2004. The average per pound price of zinc
increased to $.54 in 2005 from
$.46 in 2004. We used an average of approximately 170,000 pounds per month of brass
and approximately 770,000 pounds per month of zinc. Increased magnesium costs resulted in
increased purchased component costs of approximately $420,000 in 2005.
STRATTEC is required under SFAS No. 123(R) to recognize stock-based compensation
expense in its financial statements beginning in fiscal 2006. The adoption of SFAS No.
123(R)s fair value method will have an impact on our results of operations, although it
will not have an impact on the overall financial position. The impact of the adoption of
MANAGEMENTS DISCUSSION AND ANALYSIS
SFAS No. 123(R) will depend on levels of share-based payments granted in the future and
is expected to reduce pre-tax earnings by approximately $1.1 million in fiscal 2006.
Engineering, selling and administrative expenses were $20.7 million in 2005, compared
to $20.6 million in 2004. Increases in payroll related costs resulting from the August
2004 human resources realignment, which shifted resources to the engineering and sales
areas to support new product development and aftermarket sales, were mostly offset by
reduced costs for bonuses to be paid to eligible associates.
Income from operations was $22.0 million in 2005, compared to $26.9 million in
2004, reflecting the decreased sales and profitability as discussed above.
The effective income tax rate was 36.0 percent in 2005 compared to 37.5 percent in
2004. The 2005 income tax provision includes a state refund claim recovery. This claim
recovery, net of the Federal income tax impact, was $162,000. 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 $19.3 million in 2006 compared to
$15.8 million in 2005. Cash flow generated from operating activities was impacted by
pension contributions, tax payments and recoveries, bonus payments made to all eligible
associates and the timing of scheduled payments received from two major customers. We
made pension contributions to our qualified plan of $6.0 million in 2006 compared to $8.0
million in 2005. Tax payments, net of recoveries and adjustments received, totaled $3.1
million in 2006 compared to $6.4 million in 2005. Bonus payments to eligible associates,
which are based on financial results, totaled $2.0 million in 2006 and $5.1 million in
2005. The bonus payments made in 2006 were based on 2005 financial results. The bonus
payments made in 2005 were based on 2004 financial results. The normally scheduled July
2005 payments from two major customers totaling approximately $4.8 million were received
prior to the end of our 2005 fiscal year increasing 2005 cash balances. The normally
scheduled July 2006 payments were not received prior to the end of our 2006 fiscal year.
In addition, during 2006, we wrote-off $1.6 million of uncollectible pre-petition Chapter
11 accounts receivable due from Delphi Corporation. Payment terms with Delphi Corporation
have been accelerated for all shipments subsequent to the bankruptcy filing.
Our LIFO inventory balance decreased $2.3 million in 2006 and increased $3.3 million
in 2005. The increased inventory at July 3, 2005 was primarily due to the build-up of
inventory banks in preparation of a potential strike by our unionized associates at the
Milwaukee facility. The contract with the unionized associates expired June 26, 2005. A
new contract was ratified and is effective through June 29, 2008.
At July 2, 2006, the pension obligations are reflected as a prepaid balance due to
the removal of the additional minimum pension liability related to the qualified plan. The
$6.0 million pension contribution made to the qualified plan during 2006 is included in
the increase in other assets in the consolidated statement of cash flows. The $8.0 million
contribution to the qualified plan during 2005 is included in the decrease in accounts
payable and accrued liabilities in the consolidated statement of cash flows. The reduction
in the accrued payroll and benefits balance from July 3, 2005 to July 2, 2006 is primarily
due to a reduction in the bonus accrual, which is based on financial results and paid to
all eligible associates.
Capital expenditures were $5.8 million in 2006 compared to $5.5 million in 2005.
Expenditures were primarily in support of requirements for new product programs and the
upgrade and replacement of existing equipment. We anticipate that capital expenditures
will be approximately $6 million in fiscal 2007, primarily in support of requirements for
new product programs and the upgrade and replacement of existing equipment.
Our Board of Directors has authorized a stock repurchase program to buy back
outstanding shares of our common stock. Shares authorized under the program totaled
3,639,395 at July 2, 2006. Over the life of the repurchase program through July 2, 2006, a
total of 3,258,487 shares have been repurchased at a cost of approximately $122.0 million.
Additional repurchases may occur from time to time. Funding for the repurchases was
provided by cash flow from operations.
We have a $50.0 million unsecured line of credit (the Line of Credit), which
expires October 31, 2006. There were no outstanding borrowings under the Line of Credit
at July 2,
2006 or at July 3, 2005. Interest on borrowings under the Line of Credit are at
varying rates based on the London Interbank Offering Rate or the banks prime rate. We
believe the Line of Credit is adequate, along with cash flow from operations, to meet our
anticipated capital expenditure, working capital and operating expenditure requirements.
We have not been significantly impacted by inflationary pressures over the last
several years, except for rising health care costs which have increased our cost of
employee medical coverage, fluctuations in the market price of zinc, brass, aluminum and
magnesium, and inflation in Mexico, which impacts the U.S. dollar costs of our Mexican
operations. We do not hedge against our Mexican peso exposure.
MANAGEMENTS DISCUSSION AND ANALYSIS
CONTRACTUAL OBLIGATIONS
Contractual obligations are as follows as of July 2, 2006 (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period |
|
|
|
|
|
|
|
Less Than |
|
|
|
|
|
|
|
|
|
|
More Than |
|
Contractual Obligation |
|
Total |
|
|
1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
5 Years |
|
|
Operating Leases |
|
$ |
1,397 |
|
|
$ |
591 |
|
|
$ |
779 |
|
|
$ |
27 |
|
|
$ |
|
|
Purchase Obligations |
|
|
575 |
|
|
|
575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension and Postretirement
Obligations (a) |
|
|
4,084 |
|
|
|
4,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,056 |
|
|
$ |
5,250 |
|
|
$ |
779 |
|
|
$ |
27 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
As disclosed in Notes to Financial Statements, estimated cash funding related to
our pension and postretirement benefit plans totals $4.1 million in 2007. Because the
timing of funding related to these plans beyond 2007 is uncertain, and is dependent on
future movements in interest rates and investment returns, changes in laws and
regulations, and other variables, pension and postretirement outflows beyond 2007 have
not been included in the table above. |
JOINT VENTURES
On November 28, 2000, we signed certain Alliance Agreements with E. WITTE
Verwaltungsgesellschaft GmbH, and its operating unit, WITTE-Velbert GmbH & Co. KG
(WITTE). 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. WITTEs
primary market for these products has been Europe. The WITTE-STRATTEC Alliance provided a
set of cross-licensing agreements for the manufacture, distribution and sale of WITTE
products by STRATTEC in North America, and the manufacture, distribution and sale of our
products by WITTE in Europe. Additionally, a joint venture company (WITTE-STRATTEC LLC)
in which each company originally held a 50 percent interest was established to seek
opportunities to manufacture and sell both companies products in areas of the world
outside of North America and Europe. The November 28, 2000 Alliance Agreements were
replaced with new agreements as of July 12, 2005 which extended the term of the original
agreements, and included certain modifications to their provisions.
In November 2001, WITTE-STRATTEC do Brasil, a joint venture formed between
WITTE-STRATTEC LLC and Ifer Estamparia e Ferramentaria Ltda. was formed to service
customers in South America. On March 1, 2002, WITTE-STRATTEC China was formed and in
April 2004, WITTE-STRATTEC Great Shanghai Co. was formed. WITTE-STRATTEC China and
WITTE-STRATTEC Great Shanghai Co. are joint ventures between WITTE-STRATTEC LLC and a
unit of Elitech Technology Co. Ltd. of Taiwan and are the base of operations to service
our automotive customers in the Asian market.
Effective January 1, 2006, agreements were signed among WITTE, STRATTEC and ADAC
Plastics, Inc. (ADAC) making ADAC a member of the various Alliance agreements
described above and of WITTE-STRATTEC LLC. ADAC manufactures engineered products,
including door handles and other automotive trim parts, utilizing plastic injection
molding, automated painting and various assembly processes. Moreover, the name of
WITTE-STRATTEC LLC was subsequently changed to Vehicle Access Systems Technology LLC
(VAST LLC). WITTE and STRATTEC each hold a 40 percent interest and ADAC holds a 20
percent interest in VAST LLC.
The investments are accounted for using the equity method of accounting. The
activities related to the joint ventures resulted in a gain of approximately $188,000 in
2006 and a loss of approximately $70,000 in 2005. A capital contribution of $569,000 was
made in 2006 in support of general operating expenses and the anticipated purchase of an
additional 16 percent of VAST Fuzhou (formerly WITTE-STRATTEC China) and VAST Great
Shanghai (formerly WITTE-STRATTEC Great Shanghai) by VAST LLC. A capital contribution of
$125,000 was made to the joint ventures in 2005 primarily in support of general operating
expenses.
CRITICAL ACCOUNTING POLICIES
We believe the following represents our critical accounting policies:
Pension and Postretirement Health Benefits We account for our defined benefit
pension and postretirement health benefits in accordance with SFAS No. 87, Employers
Accounting for Pensions and SFAS No. 106 Employers Accounting for Postretirement
Benefits Other than Pensions, which require that the amounts recognized in the financial
MANAGEMENTS DISCUSSION AND ANALYSIS
statements be determined on an actuarial basis. 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 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. In accordance with SFAS No. 87 and SFAS
No. 106, actual results that differ from these assumptions are deferred and, under certain
circumstances, amortized over future periods. Refer to Notes to Financial Statements for
the impact of the pension and postretirement plans on the financial statements.
We determine the discount rate used to measure plan liabilities as of the June 30
measurement date. The assumed discount rate reflects the prevailing market rates of a
large population of high-quality, non-callable, corporate bonds currently available that,
if the obligation was settled at the measurement date, would provide the necessary future
cash flows to pay the benefit obligation when due. Using this methodology, we determined a
discount rate of 6.62 percent to be appropriate as of June 30, 2006, which is an increase
of 1.19 percentage points from the rate used at June 30, 2005.
As of June 30, 2005, we converted to the RP (Retirement Plans) 2000 Mortality Table
for calculating the year end 2005 pension and postretirement obligations and 2006 expense.
The impact of this change increased the year-end 2005 projected pension benefit
obligations by $1.3 million, the year-end 2005 accumulated pension benefit obligations by
$943,000 and the year-end 2005 accumulated postretirement obligation by $112,000. This
change also increased the 2006 pension expense by $250,000 and postretirement expense by
$17,000.
A significant element in determining the pension expense in accordance with SFAS No.
87 is the expected return on plan assets. Our assumption for the expected return on plan
assets is based on historical results for similar allocations among asset classes and was
8.5 percent for 2006 and will remain at 8.5 percent for 2007. Refer to Notes to Financial
Statements for additional information on how this rate was determined.
The difference between the expected return and actual return on plan assets is
deferred and, under certain circumstances, amortized over future years of service.
Therefore, the deferral of past asset gains and losses ultimately affects future pension
expense. This is also the case with changes to actuarial assumptions. As of June 30,
2006, we had net unrecognized pension actuarial losses of $12.1 million and unrecognized
postretirement actuarial losses of $10.9 million. These amounts represent potential
future pension and postretirement expenses that would be amortized over average future
service periods. The average remaining service period is 12 years for the pension plans
and 15 years for the postretirement plan.
A significant element in determining the postretirement health expense in
accordance with SFAS No. 106 is the health care cost trend rates. We develop these rates
based on historical cost data, the near-term outlook and an assessment of likely
long-term trends. Changes in the health care cost trend rate assumption will have a
significant effect on the postretirement benefit amounts reported. Refer to Notes to
Financial Statements for an analysis of the impact of a one percent change in the trend
rate.
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.
MANAGEMENTS DISCUSSION AND ANALYSIS
The volatility factor we use 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 understand 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, DaimlerChrysler Corporation and
Delphi Corporation represent approximately 80 percent of our annual sales. The contracts
with these customers provide for supplying the customers 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
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 could adversely impact our revenues and net income. We typically
experience decreased revenue 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 both 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 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 cant 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
MANAGEMENTS DISCUSSION AND ANALYSIS
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 Corporations 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 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 revenues 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
revenues 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 revenues 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.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
|
June 27, 2004 |
|
NET SALES |
|
$ |
181,197 |
|
|
$ |
190,314 |
|
|
$ |
195,646 |
|
Cost of goods sold |
|
|
144,151 |
|
|
|
147,538 |
|
|
|
148,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
37,046 |
|
|
|
42,776 |
|
|
|
47,513 |
|
Engineering, selling, and administrative expenses |
|
|
22,067 |
|
|
|
20,688 |
|
|
|
20,624 |
|
Provision for doubtful accounts, net |
|
|
1,622 |
|
|
|
80 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS |
|
|
13,357 |
|
|
|
22,008 |
|
|
|
26,863 |
|
Interest income |
|
|
2,563 |
|
|
|
1,169 |
|
|
|
426 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net |
|
|
960 |
|
|
|
320 |
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE PROVISION FOR
INCOME TAXES |
|
|
16,880 |
|
|
|
23,497 |
|
|
|
27,651 |
|
Provision for income taxes |
|
|
4,403 |
|
|
|
8,459 |
|
|
|
10,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME |
|
$ |
12,477 |
|
|
$ |
15,038 |
|
|
$ |
17,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE: |
|
|
|
|
|
|
|
|
|
|
|
|
BASIC |
|
$ |
3.36 |
|
|
$ |
3.97 |
|
|
$ |
4.56 |
|
|
|
|
|
|
|
|
|
|
|
DILUTED |
|
$ |
3.35 |
|
|
$ |
3.94 |
|
|
$ |
4.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE SHARES OUTSTANDING: |
|
|
|
|
|
|
|
|
|
|
|
|
BASIC |
|
|
3,716 |
|
|
|
3,790 |
|
|
|
3,788 |
|
DILUTED |
|
|
3,720 |
|
|
|
3,816 |
|
|
|
3,849 |
|
The accompanying notes to financial statements are an integral part of these consolidated
statements of income.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS AND PER SHARE AMOUNTS)
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
65,712 |
|
|
$ |
56,950 |
|
Receivables, less allowance for doubtful accounts
of $250 at July 2, 2006 and July 3, 2005 |
|
|
25,357 |
|
|
|
26,053 |
|
Inventories |
|
|
9,337 |
|
|
|
11,654 |
|
Customer tooling in progress |
|
|
1,422 |
|
|
|
1,295 |
|
Deferred income taxes |
|
|
1,541 |
|
|
|
1,594 |
|
Income taxes refundable |
|
|
|
|
|
|
214 |
|
Other current assets |
|
|
7,505 |
|
|
|
6,927 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
110,874 |
|
|
|
104,687 |
|
|
|
|
|
|
|
|
|
|
DEFERRED INCOME TAXES |
|
|
|
|
|
|
1,796 |
|
INVESTMENT IN JOINT VENTURES |
|
|
2,202 |
|
|
|
1,412 |
|
PREPAID PENSION OBLIGATIONS |
|
|
7,602 |
|
|
|
|
|
OTHER LONG-TERM ASSETS |
|
|
197 |
|
|
|
603 |
|
PROPERTY, PLANT, AND EQUIPMENT, NET |
|
|
27,764 |
|
|
|
29,592 |
|
|
|
|
|
|
|
|
|
|
$ |
148,639 |
|
|
$ |
138,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
17,701 |
|
|
$ |
17,218 |
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
Payroll and benefits |
|
|
5,475 |
|
|
|
7,679 |
|
Environmental |
|
|
2,683 |
|
|
|
2,701 |
|
Commitments and Contingenciessee note
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
1,340 |
|
|
|
|
|
Other |
|
|
2,327 |
|
|
|
2,470 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
29,526 |
|
|
|
30,068 |
|
|
|
|
|
|
|
|
|
|
BORROWINGS UNDER LINE OF CREDIT |
|
|
|
|
|
|
|
|
DEFERRED INCOME TAXES |
|
|
4,266 |
|
|
|
|
|
ACCRUED PENSION OBLIGATIONS |
|
|
|
|
|
|
11,191 |
|
ACCRUED POSTRETIREMENT OBLIGATIONS |
|
|
4,572 |
|
|
|
5,080 |
|
SHAREHOLDERS EQUITY: |
|
|
|
|
|
|
|
|
Common stock, authorized 12,000,000 shares $.01 par value,
issued 6,880,457 shares at July 2, 2006 and 6,856,237
shares at July 3, 2005 |
|
|
69 |
|
|
|
69 |
|
Capital in excess of par value |
|
|
77,175 |
|
|
|
74,924 |
|
Retained earnings |
|
|
157,745 |
|
|
|
145,268 |
|
Accumulated other comprehensive loss |
|
|
(2,958 |
) |
|
|
(12,047 |
) |
Less: Treasury stock at cost (3,243,177 shares at
July 2, 2006 and 3,113,004 shares at July 3, 2005) |
|
|
(121,756 |
) |
|
|
(116,463 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
110,275 |
|
|
|
91,751 |
|
|
|
|
|
|
|
|
|
|
$ |
148,639 |
|
|
$ |
138,090 |
|
|
|
|
|
|
|
|
The accompanying notes to financial statements are an integral part of these consolidated balance
sheets.
CONSOLIDATED STATEMENTS OF
SHAREHOLDERS EQUITY (IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital in |
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Common |
|
|
Excess of |
|
|
Retained |
|
|
Comprehensive |
|
|
Treasury |
|
|
Comprehensive |
|
|
|
Stock |
|
|
Par Value |
|
|
Earnings |
|
|
Loss |
|
|
Stock |
|
|
Income |
|
BALANCE
JUNE 29, 2003 |
|
$ |
66 |
|
|
$ |
63,830 |
|
|
$ |
112,948 |
|
|
$ |
(6,891 |
) |
|
$ |
(100,858 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
17,282 |
|
|
|
|
|
|
|
|
|
|
$ |
17,282 |
|
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(270 |
) |
|
|
|
|
|
|
(270 |
) |
Minimum pension liability,
net of tax of $1,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,776 |
|
|
|
|
|
|
|
1,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,633 |
) |
|
|
|
|
Exercise of stock options
and employee stock
purchases, including
tax benefit of $1,368 |
|
|
2 |
|
|
|
6,585 |
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
JUNE 27, 2004 |
|
|
68 |
|
|
|
70,415 |
|
|
|
130,230 |
|
|
|
(5,385 |
) |
|
|
(105,476 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
15,038 |
|
|
|
|
|
|
|
|
|
|
$ |
15,038 |
|
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
283 |
|
|
|
|
|
|
|
283 |
|
Minimum pension liability,
net of tax of $4,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,945 |
) |
|
|
|
|
|
|
(6,945 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,999 |
) |
|
|
|
|
Exercise of stock options
and employee stock
purchases, including tax
benefit of $956 |
|
|
1 |
|
|
|
4,509 |
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
JULY 3, 2005 |
|
|
69 |
|
|
|
74,924 |
|
|
|
145,268 |
|
|
|
(12,047 |
) |
|
|
(116,463 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
12,477 |
|
|
|
|
|
|
|
|
|
|
$ |
12,477 |
|
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(317 |
) |
|
|
|
|
|
|
(317 |
) |
Minimum pension liability,
net of tax of $5,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,406 |
|
|
|
|
|
|
|
9,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,306 |
) |
|
|
|
|
Stock-Based Compensation |
|
|
|
|
|
|
1,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options
and employee stock
purchases, including
tax benefit of $61 |
|
|
|
|
|
|
1,133 |
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE
JULY 2, 2006 |
|
$ |
69 |
|
|
$ |
77,175 |
|
|
$ |
157,745 |
|
|
$ |
(2,958 |
) |
|
$ |
(121,756 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to financial statements are an integral part of these consolidated
statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
|
June 27, 2004 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
12,477 |
|
|
$ |
15,038 |
|
|
$ |
17,282 |
|
Adjustments to reconcile net income to
net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
7,155 |
|
|
|
7,225 |
|
|
|
7,704 |
|
Loss on disposition of property,
plant and equipment |
|
|
320 |
|
|
|
190 |
|
|
|
116 |
|
Deferred income taxes |
|
|
350 |
|
|
|
2,282 |
|
|
|
1,393 |
|
Tax benefit from options exercised |
|
|
61 |
|
|
|
956 |
|
|
|
1,368 |
|
Stock-based compensation expense |
|
|
1,118 |
|
|
|
|
|
|
|
|
|
Provision for doubtful accounts |
|
|
1,622 |
|
|
|
80 |
|
|
|
26 |
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Receivables |
|
|
(973 |
) |
|
|
4,863 |
|
|
|
96 |
|
Inventories |
|
|
2,317 |
|
|
|
(3,293 |
) |
|
|
(477 |
) |
Other assets |
|
|
(3,803 |
) |
|
|
748 |
|
|
|
1,047 |
|
Accounts payable and accrued liabilities |
|
|
(863 |
) |
|
|
(12,621 |
) |
|
|
954 |
|
Other, net |
|
|
(485 |
) |
|
|
285 |
|
|
|
(144 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
19,296 |
|
|
|
15,753 |
|
|
|
29,365 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in joint ventures |
|
|
(569 |
) |
|
|
(125 |
) |
|
|
(125 |
) |
Additions to property, plant, and equipment |
|
|
(5,766 |
) |
|
|
(5,498 |
) |
|
|
(5,523 |
) |
Proceeds received on sale of property,
plant, and equipment |
|
|
22 |
|
|
|
22 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(6,313 |
) |
|
|
(5,601 |
) |
|
|
(5,636 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock |
|
|
(5,306 |
) |
|
|
(10,999 |
) |
|
|
(4,633 |
) |
Exercise of stock options |
|
|
1,085 |
|
|
|
3,566 |
|
|
|
5,233 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(4,221 |
) |
|
|
(7,433 |
) |
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH
EQUIVALENTS |
|
|
8,762 |
|
|
|
2,719 |
|
|
|
24,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year |
|
|
56,950 |
|
|
|
54,231 |
|
|
|
29,902 |
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
$ |
65,712 |
|
|
$ |
56,950 |
|
|
$ |
54,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
3,120 |
|
|
$ |
6,446 |
|
|
$ |
5,950 |
|
Interest paid |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to financial statements are an integral part of these consolidated
statements.
NOTES TO FINANCIAL STATEMENTS
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
STRATTEC SECURITY CORPORATION designs, develops, manufacturers and markets mechanical
locks and keys, electronically enhanced locks and keys, steering column and instrument
panel ignition lock housings, latches 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
Plastics, Inc. of Grand Rapids, Michigan. STRATTECs history in the automotive business
spans nearly 100 years.
The accompanying consolidated financial statements reflect the consolidated results
of STRATTEC SECURITY CORPORATION, located in Milwaukee, Wisconsin, and its wholly owned
Mexican subsidiaries, STRATTEC de Mexico and STRATTEC Componentes Automotrices, both
located in Juarez, Mexico. STRATTEC has only one reporting segment.
The significant accounting policies followed in the preparation of these financial
statements, as summarized in the following paragraphs, are in conformity with accounting
principles generally accepted in the United States of America (U.S. GAAP).
Principles of Consolidation and Presentation: The accompanying consolidated
financial statements include the accounts of STRATTEC SECURITY CORPORATION and its wholly
owned Mexican subsidiaries. Equity investments for which we exercise significant
influence but do not control and are not the primary beneficiary are accounted for using
the equity method. All intercompany transactions and balances have been eliminated.
Reclassifications: Certain reclassifications have been made to the 2004 and 2005
financial statements to conform to the 2006 presentation.
Fiscal Year: Our fiscal year ends on the Sunday nearest June 30. The years ended
July 2, 2006, July 3, 2005, and June 27, 2004 are comprised of 52, 53 and 52 weeks,
respectively.
Use of Estimates: The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses for the periods presented. These
estimates and assumptions could also affect the disclosure of contingencies. Actual
results and outcomes may differ from managements estimates and assumptions.
Cash and Cash Equivalents: Cash and cash equivalents include all short-term
investments with an original maturity of three months or less due to the short-term nature
of the instruments. Excess cash balances are placed in a money market account at a high
quality financial institution and in short-term commercial paper.
Fair Value of Financial Instruments: The fair value of our cash and cash
equivalents, accounts receivable and accounts payable approximated book value as of July
2, 2006 and July 3, 2005.
Receivables: Receivables consist primarily of trade receivables due from Original
Equipment Manufacturers in the automotive industry and locksmith distributors relating to
our service and aftermarket business. We evaluate the collectibility of receivables based
on a number of factors. An allowance for doubtful accounts is recorded for significant
past due receivable balances based on a review of the past due items, general economic
conditions and the industry as a whole. In connection with the filing for Chapter 11
bankruptcy protection by Delphi Corporation on October 8, 2005, $3.4 million of
pre-petition Chapter 11 accounts receivable was sold to a third party for $1.78 million.
This resulted in a write-off of $1.62 million of accounts receivable during fiscal 2006.
Changes in the allowance for doubtful accounts are as follows (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, |
|
Provision |
|
|
|
|
|
Balance, |
|
|
Beginning |
|
Charged to |
|
Accounts |
|
End of |
|
|
of Year |
|
Expense |
|
Written Off |
|
Year |
|
|
|
Year ended July 2, 2006 |
|
$ |
250 |
|
|
$ |
1,622 |
|
|
$ |
1,622 |
|
|
$ |
250 |
|
Year ended July 3, 2005 |
|
$ |
250 |
|
|
$ |
80 |
|
|
$ |
80 |
|
|
$ |
250 |
|
Year ended June 27, 2004 |
|
$ |
250 |
|
|
$ |
26 |
|
|
$ |
26 |
|
|
$ |
250 |
|
Inventories: Inventories are comprised of material, direct labor and manufacturing
overhead, and stated at the lower of cost or market. The last-in, first-out (LIFO)
method is used for determining the cost of the inventories at the end of each period.
Inventories consist of the following (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
Finished products |
|
$ |
2,937 |
|
|
$ |
3,691 |
|
Work in process |
|
|
5,401 |
|
|
|
5,171 |
|
Purchased materials |
|
|
5,802 |
|
|
|
6,287 |
|
LIFO reserve |
|
|
(4,803 |
) |
|
|
(3,495 |
) |
|
|
|
|
|
|
|
|
|
$ |
9,337 |
|
|
$ |
11,654 |
|
|
|
|
|
|
|
|
Customer Tooling in Progress: We incur costs related to tooling used in component
production and assembly. Costs for development of certain tooling, which will be directly
reimbursed by the customer whose parts are produced from the tool, are accumulated on the
balance sheet and are then billed to the customer. The accumulated costs are billed upon
formal acceptance by the customer of products produced
NOTES TO FINANCIAL STATEMENTS
with the individual tool. Other tooling costs are not directly reimbursed by the
customer. These costs are capitalized and amortized over the life of the related
product based on the fact that the related tool will be used over the life of the
supply arrangement.
Repair and Maintenance Supply Parts: We maintain an inventory of repair and
maintenance supply parts in support of operations. This inventory includes critical
repair parts for all production equipment as well as general maintenance items. The
inventory of critical repair parts is required to avoid disruptions in our customers
just-in-time production schedules due to a lack of spare parts when equipment break-downs
occur. All required critical repair parts are on hand when the related production
equipment is placed in service and maintained to satisfy the customer model life
production and service requirements, which may be 12 to 15 years. As repair parts are
used, additional repair parts are purchased to maintain a minimum level of spare parts
inventory. Depending on maintenance requirements during the life of the equipment, excess
quantities of repair parts arise. Excess quantities are kept on hand and are not disposed
of until the equipment is no longer in service. A repair and maintenance supply parts
reserve is maintained to recognize the normal adjustment of inventory for obsolete and
slow moving supply and maintenance parts. The adequacy of the reserve is reviewed
periodically in relation to the repair parts inventory balances. The gross balance of the
repair and maintenance supply parts inventory was approximately $1.9 million at July 2,
2006 and July 3, 2005 and $2.2 million at June 27, 2004. The repair and maintenance
supply parts inventory balance is included in other current assets in the Consolidated
Balance Sheets. The activity related to the repair and maintenance supply parts reserve
is as follows (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, |
|
Provision |
|
|
|
|
|
Balance, |
|
|
Beginning |
|
Charged to |
|
Balances |
|
End of |
|
|
of Year |
|
Expense |
|
Written Off |
|
Year |
|
|
|
Year ended July 2, 2006 |
|
$ |
650 |
|
|
$ |
49 |
|
|
$ |
49 |
|
|
$ |
650 |
|
Year ended July 3, 2005 |
|
$ |
750 |
|
|
($ |
24 |
) |
|
$ |
76 |
|
|
$ |
650 |
|
Year ended June 27, 2004 |
|
$ |
810 |
|
|
$ |
27 |
|
|
$ |
87 |
|
|
$ |
750 |
|
Property, Plant, and Equipment: Property, plant, and equipment are stated at cost.
Plant and equipment are depreciated on a straight-line basis over the estimated useful
lives of the assets as follows:
|
|
|
Classification |
|
Expected Useful Lives |
|
Land improvements |
|
20 years |
Buildings and improvements |
|
20 to 35 years |
Machinery and equipment |
|
3 to 10 years |
Property, plant, and equipment consist of the following (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
Land |
|
$ |
1,404 |
|
|
$ |
1,431 |
|
Buildings and improvements |
|
|
12,593 |
|
|
|
12,549 |
|
Machinery and equipment |
|
|
94,874 |
|
|
|
91,956 |
|
|
|
|
|
|
|
|
|
|
|
108,871 |
|
|
|
105,936 |
|
Less: accumulated depreciation |
|
|
(81,107 |
) |
|
|
(76,344 |
) |
|
|
|
|
|
|
|
|
|
$ |
27,764 |
|
|
$ |
29,592 |
|
|
|
|
|
|
|
|
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net undiscounted cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment recognized is
measured by the excess of the carrying amount of the assets over the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying amount or fair
value, less estimated costs to sell.
Expenditures for repairs and maintenance are charged to expense as incurred.
Expenditures for major renewals and betterments, which significantly extend the useful
lives of existing plant and equipment, are capitalized and depreciated. Upon retirement
or disposition of plant and equipment, the cost and related accumulated depreciation are
removed from the accounts and any resulting gain or loss is recognized in income.
Supplier Concentrations: During 2006 approximately 35 percent of all inventory
purchases were made from three major suppliers. During 2005 approximately 33 percent of
all inventory purchases were made from three major suppliers. During 2004 approximately
28 percent of all inventory purchases were made from two major suppliers. We have
long-term contracts or arrangements with most of our suppliers to guarantee the
availability of merchandise.
Labor Concentrations: We had approximately 1,900 full-time employees of which
approximately 278 or 15 percent were represented by a labor union at July 2, 2006. The
employees represented by a labor
NOTES TO FINANCIAL STATEMENTS
union account for all production associates at our Milwaukee facility. The current
contract with the unionized associates is effective through June 29, 2008.
Revenue Recognition: Revenue is recognized upon the shipment of products, which is
when title passes, payment terms are final, we have no remaining obligations, and the
customer is required to pay. Revenue is recognized net of estimated returns and
discounts, which is recognized as a deduction from revenue at the time of the shipment.
Research and Development Costs: Expenditures relating to the development of new
products and processes, including significant improvements and refinements to existing
products, are expensed as incurred. Research and development expenditures were
approximately $2.2 million in 2006, $2.0 million in 2005 and $1.6 million in 2004.
Self Insurance and Loss Sensitive Plans: We have self-insured medical and dental
plans covering all eligible U.S. associates. The claims handling process for the
self-insured plans are managed by a third party administrator. Stop-loss insurance
coverage limits our liability on a per individual per calendar year basis and an
aggregate per calendar year basis. The per individual per calendar year stop-loss limit
was $150,000 in each calendar year 2004 through 2006. In 2005 and 2004, we also
maintained stop-loss insurance coverage on an aggregate per calendar year basis. The
aggregate stop-loss limit per calendar year was approximately $6.1 million and $6.3
million in calendar year 2005 and 2004, respectively. Each covered individual can receive
up to $2 million in total benefits during his or her lifetime. Once an individuals
medical claims reach $2 million, we are no longer liable for any additional claims for
that individual.
We maintain an insured workers compensation program covering all U.S. associates.
The insurance is renewed annually, with a renewal date of February 27. The policy may be
a guaranteed cost policy or a loss sensitive policy. Under a guaranteed cost policy, the
ultimate cost is known at the beginning of the policy period and is subject to change
only as a result of changes in payroll. Under a loss sensitive policy, the ultimate cost
is dependent upon losses incurred during each policy period. The incurred loss amount for
loss sensitive policies will continue to change as claims develop and are settled in
future reporting periods.
The expected ultimate cost for claims incurred under the self-insured medical and
dental plans and loss sensitive workers compensation plan as of the balance sheet date is
not discounted and is recognized as an expense. The expected ultimate cost of claims is
estimated based upon the aggregate liability for reported claims and an estimated
liability for claims incurred but not reported, which is based on analysis of historical
data, current trends and information available from the insurance carrier. The expected
ultimate cost for claims incurred under the self-insured medical and dental plans that has
not been paid as of the balance sheet date is included in the accrued payroll and benefits
liabilities amount in the Consolidated Balance Sheets. The schedule of premium payments
due under the workers compensation plan requires a larger percentage of the estimated
premium dollars to be paid during the beginning of the policy period. The excess of the
premium payments over the expected ultimate cost for claims incurred as of the balance
sheet date is included in other current assets in the Consolidated Balance Sheets.
Changes in the balance sheet amounts for self-insured and loss sensitive plans
are as follows (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, |
|
Provision |
|
|
|
|
|
Balance, |
|
|
Beginning |
|
Charged to |
|
|
|
|
|
End of |
|
|
of Year |
|
Expense |
|
Payments |
|
Year |
|
|
|
Year ended July 2, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred but not reported claim
reserve for self-insured plans |
|
$ |
500 |
|
|
$ |
2,733 |
|
|
$ |
2,833 |
|
|
$ |
400 |
|
Workers Compensation |
|
|
(202 |
) |
|
|
314 |
|
|
|
297 |
|
|
|
(185 |
) |
Year ended July 3, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred but not reported claim
reserve for self-insured plans |
|
$ |
600 |
|
|
$ |
3,460 |
|
|
$ |
3,560 |
|
|
$ |
500 |
|
Workers Compensation |
|
|
(202 |
) |
|
|
672 |
|
|
|
672 |
|
|
|
(202 |
) |
Year ended June 27, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred but not reported claim
reserve for self-insured plans |
|
$ |
550 |
|
|
$ |
3,778 |
|
|
$ |
3,728 |
|
|
$ |
600 |
|
Workers Compensation |
|
|
(59 |
) |
|
|
476 |
|
|
|
619 |
|
|
|
(202 |
) |
NOTES TO FINANCIAL STATEMENTS
Product Warranty: We provide a specific accrual for known product issues.
Historical activity for product issues has not been significant.
Foreign Currency Translation: The financial statements of our foreign subsidiaries and
equity investees are translated into U.S. dollars using the exchange rate at each balance
sheet date for assets and liabilities and the average exchange rate for each applicable
period for sales, costs and expenses. Foreign currency translation gains and losses are
included as a component of other accumulated comprehensive loss. Foreign currency
transaction gains and losses are included in other income, net in the Consolidated Income
Statements and are not significant for any period presented.
Accumulated Other Comprehensive Loss: Accumulated other comprehensive loss is
comprised of the following (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
|
June 27, 2004 |
|
Minimum pension liability, net of tax |
|
$ |
62 |
|
|
$ |
9,467 |
|
|
$ |
2,522 |
|
Foreign currency translation |
|
|
2,896 |
|
|
|
2,580 |
|
|
|
2,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,958 |
|
|
$ |
12,047 |
|
|
$ |
5,385 |
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes have not been provided for the translation adjustments in accordance
with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income
Taxes.
Accounting For 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 July 2, 2006 were 311,813. Awards that expire or are cancelled without
delivery of shares generally become available for re-issuance under the plan. We issue new
shares of common stock to satisfy stock option exercises and the vesting of restricted
stock.
Nonqualified and incentive stock options have been granted to our officers and
specified employees under the 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 a 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 a committee of the Board of
Directors at the time the shares are granted. In October 2005, restricted stock was granted
to our officers and specified employees. The restricted stock so granted vests 3 years
after the date of grant.
In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123(R), Share Based Payments, which changed the accounting for equity compensation
programs. Under SFAS No. 123(R), companies that award share-based payments to employees,
including stock options, must begin to recognize the expense of these awards in the
financial statements at the time the employee receives the award. As allowed by SFAS No.
123 and SFAS No. 148, we previously elected to follow APB Opinion No. 25 in accounting for
our stock option plan. Under APB Opinion No. 25, no compensation cost was recognized prior
to fiscal 2006 because the exercise price of all options granted under this plan was equal
to or exceeded the market price of the underlying shares of common stock on the grant date.
In accordance with the effective date, we implemented the provisions of SFAS No. 123(R) on
July 4, 2005, which was the beginning of our current fiscal year using the modified
prospective transition method. Under this transition method, stock-based compensation
expense was recognized in the 2006 consolidated financial statements for all stock option
awards granted during 2006, and also for stock option awards that were both outstanding and
not fully vested at the beginning of our 2006 fiscal year.
The effect of applying the expense recognition provisions of SFAS No. 123(R) for stock
option grants in 2006 decreased Income Before Provision for Income Taxes by $1.0 million,
decreased Net Income by $633,000 and decreased both basic and diluted earnings per share by
$0.17.
Prior to the adoption of SFAS No. 123(R), all tax benefits resulting from the exercise
of stock options were presented as operating cash inflows in the
Consolidated Statements of
Cash Flows. SFAS No. 123(R) requires the benefits of tax deductions in excess of the
compensation cost recognized for those options to be classified as financing cash flows
rather than operating cash flows, on a prospective basis. The impact of this change on the
2006 Consolidated Statements of Cash Flows was not material.
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 expected term of awards granted is determined based on historical
experience with similar awards, giving consideration to the expected term and vesting
schedules. The expected volatility is determined based on our historical stock prices over
the most recent period commensurate with the expected term of the award. The risk-free
interest rate is based on U.S. Treasury zero-coupon issues with a remaining term
commensurate with the expected term of the award. Expected pre-vesting option forfeitures is
based primarily on historical data. 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
NOTES TO FINANCIAL STATEMENTS
compensation cost is amortized on a straight line basis over the vesting period. We record
stock-based compensation only for those awards that are expected to vest.
As of July 2, 2006, there was $737,000 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 .8 years. As of July 2, 2006, there was $343,000 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 1.2 years. Total unrecognized compensation cost will be adjusted for any
future changes in estimated and actual forfeitures.
Cash received from stock option exercises
during fiscal 2006 was $1.0 million. The income tax benefits from stock option exercises during
2006 was $61,000.
Prior to fiscal 2006, we accounted for our stock-based compensation plan using the intrinsic value
method. Accordingly, no compensation cost related to this plan was charged against earnings during
2005 or 2004. Had compensation cost for this plan been determined using the fair value method
rather than the intrinsic value method, the pro forma impact on earnings per share would have been
as follows (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
|
July 3, 2005 |
|
|
June 27, 2004 |
|
Net Income |
|
|
|
|
|
|
|
|
As reported |
|
$ |
15,038 |
|
|
$ |
17,282 |
|
Pro forma compensation expense, net of tax |
|
|
514 |
|
|
|
889 |
|
|
|
|
|
|
|
|
Pro forma |
|
$ |
14,524 |
|
|
$ |
16,393 |
|
|
|
|
|
|
|
|
Basic earnings per share |
|
|
|
|
|
|
|
|
As reported |
|
$ |
3.97 |
|
|
$ |
4.56 |
|
Pro forma |
|
$ |
3.83 |
|
|
$ |
4.33 |
|
Diluted earnings per share |
|
|
|
|
|
|
|
|
As reported |
|
$ |
3.94 |
|
|
$ |
4.49 |
|
Pro forma |
|
$ |
3.82 |
|
|
$ |
4.30 |
|
Effective June 17, 2005, 58,040 options were voluntarily terminated by the associates who
received the awards. The options were previously issued in August 2004 at an exercise price of
$76.70. No form of compensation was provided to the associates as a result of the terminations, and
no compensation cost related to these terminated options is included in the presentation above.
The intrinsic value of stock options exercised and the fair value of stock options vested is
as follows (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended |
|
|
July 2, 2006 |
|
July 3, 2005 |
|
June 27, 2004 |
Intrinsic value of options exercised |
|
$ |
188 |
|
|
$ |
2,749 |
|
|
$ |
3,760 |
|
Fair value of stock options vesting |
|
$ |
1,480 |
|
|
$ |
925 |
|
|
$ |
1,279 |
|
The grant date fair values and assumptions used to determine compensation expense in
2006 and the pro forma impact in 2005 and 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Granted During |
|
|
2006 |
|
2005 |
|
2004 |
Weighted average grant date fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
Options issued at grant date market value |
|
|
n/a |
|
|
$ |
18.56 |
|
|
$ |
16.29 |
|
Options issued above grant date market value |
|
$ |
11.92 |
|
|
|
n/a |
|
|
$ |
8.06 |
|
Assumptions: |
|
|
|
|
|
|
|
|
|
|
|
|
Risk free interest rates |
|
|
4.08 |
% |
|
|
3.69 |
% |
|
|
2.42 |
% |
Expected volitilty |
|
|
31.77 |
% |
|
|
24.64 |
% |
|
|
17.57 |
% |
Expected term (in years) |
|
|
4.00 |
|
|
|
5.00 |
|
|
|
4.67 |
|
No dividends were assumed in the grant date fair value calculations as we do not
intend to pay cash dividends on our common stock in the foreseeable future.
The range of options outstanding as of July 2, 2006, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Remaining |
|
|
Number of Options |
|
Weighted Average Exercise |
|
Contractual Life Outstanding |
|
|
Outstanding/Exercisable |
|
Price Outstanding/Exercisable |
|
(In Years) |
|
|
|
$17.05 |
|
|
5,000/5,000 |
|
|
$ |
17.05/$17.05 |
|
|
|
.9 |
|
$31.95-$37.58 |
|
|
5,400/5,400 |
|
|
$ |
34.04/$34.04 |
|
|
|
5.1 |
|
$44.93-$45.44 |
|
|
25,410/25,410 |
|
|
$ |
45.40/$45.40 |
|
|
|
.6 |
|
$53.07-$58.59 |
|
|
115,540/105,540 |
|
|
$ |
55.78/$55.75 |
|
|
|
4.7 |
|
Over $61.21 |
|
|
132,180/16,000 |
|
|
$ |
61.74/$62.40 |
|
|
|
4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56.53/$52.78 |
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
INVESTMENT IN JOINT VENTURES
In November 2000, we established a joint venture with E. WITTE Verwaltungsgesellschaft
GmbH, and its operating unit, WITTE-Velbert GmbH & Co. KG (WITTE), WITTE-STRATTEC LLC, in
which each company held a 50 percent interest. The joint venture was established to seek
opportunities to manufacture and sell both companies products in areas of the world
outside of North America and Europe.
In November 2001, WITTE-STRATTEC do Brasil, a joint venture formed between
WITTE-STRATTEC LLC and Ifer Estamparia e Ferramentaria Ltda. was formed to service
customers in South America. On March 1, 2002, WITTE-STRATTEC China was formed and in April
2004, WITTE-STRATTEC Great Shanghai Co. was formed. WITTE-STRATTEC China and WITTE-STRATTEC
Great Shanghai Co. are joint ventures between WITTE-STRATTEC LLC and a unit of Elitech
Technology Co. Ltd. of Taiwan and will be the base of operations to service the Companys
automotive customers in the Asian market.
Effective January 1, 2006, agreements were signed among WITTE, STRATTEC and ADAC
Plastics, Inc. (ADAC), making ADAC a member of the WITTE-STRATTEC LLC. ADAC manufactures
engineered products, including door handles and other automotive trim parts, utilizing
plastic injection molding, automated painting and various assembly processes. The name of
WITTE-STRATTEC LLC was subsequently changed to Vehicle Access Systems Technology LLC (VAST
LLC). WITTE and STRATTEC each hold a 40 percent interest and ADAC holds a 20 percent
interest in VAST LLC. The names of WITTE-STRATTEC China, WITTE-STRATTEC Great Shanghai Co.
and WITTE-STRATTEC do Brasil were also subsequently changed to VAST Fuzhou, VAST Great
Shanghai and VAST do Brasil.
The investments are accounted for using the equity method of accounting. The activities
related to the joint ventures resulted in a gain of approximately $188,000 in 2006, a loss
of approximately $70,000 in 2005 and a gain of approximately $72,000 in 2004. Capital
contributions totaling $569,000 were made in 2006 in support of general operating expenses
and the July 1, 2006 purchase of an additional 16 percent of VAST Fuzhou and VAST Great
Shanghai by VAST LLC. Capital contributions of $125,000 were made to the joint ventures in
both 2005 and 2004 primarily in support of general operating expenses.
LINE OF CREDIT
We have a $50.0 million unsecured line of credit (the Line of Credit), which
expires October 31, 2006. Interest on borrowings under the Line of Credit are at varying
rates based on the London Interbank Offering Rate or the banks prime rate. There were no
outstanding borrowings at July 2, 2006 or July 3, 2005. There were no borrowings under
the Line of Credit during 2006, 2005 or 2004.
COMMITMENTS AND CONTINGENCIES
In 1995, we recorded a provision of $3.0 million for estimated costs to remediate a
site at our Milwaukee facility. The site was contaminated by a solvent spill, which occurred
in 1985, from a former above-ground solvent storage tank located on the east side of the
facility. The reserve was established based on third party estimates to adequately cover the
cost for active remediation of the contamination. We continue to monitor and evaluate the
site with the use of groundwater monitoring wells that are installed on the property. An
environmental consultant samples these wells one to two times a year to determine the status
of the contamination and the potential for remediation of the contamination by natural
attenuation, the dissipation of the contamination over time to concentrations below
applicable standards. If such sampling evidences a sufficient degree of and trend toward
natural attenuation of the contamination, we may be able to obtain a closure letter from the
regulatory authorities resolving the issue without the need for active remediation. If a
sufficient degree and trend toward natural attenuation is not evidenced by sampling, a more
active form of remediation beyond natural attenuation may be required. The sampling has not
yet satisfied all of the requirements for closure by natural attenuation. As a result
sampling continues and the reserve remains. The reserve is not measured on a discounted
basis. Management believes, based upon findings-to-date and known environmental regulations,
that the environmental reserve at July 2, 2006, is adequate to cover any future
developments.
At July 2, 2006, we had purchase commitments for aluminum of approximately $521,000
payable in 2007. Minimum rental commitments under all non-cancelable operating leases with
a term in excess of one year are payable as follows: 2007-$591,000; 2008-$496,000;
2009-$283,000; 2010-$27,000. Other purchase commitments totaled $53,000 and are payable in
2007. Rental expense under all non-cancelable operating leases totaled approximately
$595,000, $611,000 and $607,000 in 2006, 2005 and 2004, respectively.
INCOME TAXES
The provision for income taxes consists of the following (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
Currently payable: |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
5,089 |
|
|
$ |
4,780 |
|
|
$ |
6,882 |
|
State |
|
|
738 |
|
|
|
1,016 |
|
|
|
1,496 |
|
State refund claim recovery |
|
|
(1,814 |
) |
|
|
(250 |
) |
|
|
|
|
Foreign |
|
|
40 |
|
|
|
631 |
|
|
|
598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,053 |
|
|
|
6,177 |
|
|
|
8,976 |
|
Deferred tax provision |
|
|
350 |
|
|
|
2,282 |
|
|
|
1,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,403 |
|
|
$ |
8,459 |
|
|
$ |
10,369 |
|
|
|
|
|
|
|
|
|
|
|
NOTES TO FINANCIAL STATEMENTS
The items accounting for the difference between income taxes computed at the
Federal statutory tax rate and the provision for income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
U.S. statutory rate |
|
|
34.4 |
% |
|
|
34.3 |
% |
|
|
35.0 |
% |
State taxes,
net of Federal tax benefit |
|
|
3.1 |
|
|
|
3.8 |
|
|
|
3.9 |
|
State refund claim recovery |
|
|
(7.1 |
) |
|
|
(.7 |
) |
|
|
|
|
Foreign sales benefit |
|
|
|
|
|
|
(.8 |
) |
|
|
(.7 |
) |
Favorable foreign adjustment |
|
|
(3.9 |
) |
|
|
|
|
|
|
|
|
Other |
|
|
(.4 |
) |
|
|
(.6 |
) |
|
|
(.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
26.1 |
% |
|
|
36.0 |
% |
|
|
37.5 |
% |
|
|
|
|
|
|
|
|
|
|
The 2006 income tax provision includes a state refund claim recovery and a favorable
state income tax adjustment. The 2006 claim recovery and tax adjustment, net of the Federal
income tax impact, was approximately $1.2 million. The 2006 income tax provision also
includes a favorable foreign tax adjustment related to the operation of our Mexican
subsidiaries of $664,000. The 2005 income tax provision included a state refund claim
recovery, net of the Federal income tax impact, of $162,000.
The components of deferred tax assets and (liabilities) are as follows (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
Deferred income taxescurrent: |
|
|
|
|
|
|
|
|
Repair and Maintenance Supply Parts Reserve |
|
$ |
247 |
|
|
$ |
247 |
|
Payroll-related accruals |
|
|
455 |
|
|
|
463 |
|
Environmental reserve |
|
|
1,019 |
|
|
|
1,026 |
|
Other |
|
|
(180 |
) |
|
|
(142 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,541 |
|
|
$ |
1,594 |
|
|
|
|
|
|
|
|
Deferred income taxesnoncurrent: |
|
|
|
|
|
|
|
|
Accrued pension obligations |
|
$ |
(2,981 |
) |
|
$ |
(1,753 |
) |
Additional minimum pension liability |
|
|
38 |
|
|
|
5,803 |
|
Accumulated depreciation |
|
|
(3,410 |
) |
|
|
(4,184 |
) |
Stock-based compensation |
|
|
350 |
|
|
|
|
|
Postretirement obligations |
|
|
1,737 |
|
|
|
1,930 |
|
|
|
|
|
|
|
|
|
|
$ |
(4,266 |
) |
|
$ |
1,796 |
|
|
|
|
|
|
|
|
Deferred income tax balances reflect the effects of temporary differences between the
carrying amounts of assets and liabilities and their tax bases and are stated at enacted
tax rates expected to be in effect when taxes are actually paid or recovered.
Foreign income before the provision for income taxes was $1.8 million in each year
2004 through 2006. No provision for Federal income taxes was made on earnings of foreign
subsidiaries and joint ventures that are considered permanently invested or that would be
offset by foreign tax credits upon distribution. Such undistributed earnings at July 2,
2006 were $6.3 million.
In October 2004, the American Jobs Creation Act of 2004 and the Working Families Tax
Relief Act of 2004 were signed into law. This legislation contains numerous corporate tax
changes, including eliminating a tax benefit relating to U.S. product exports, a new
deduction related to U.S. manufacturing, a lower U.S. tax rate on non-U.S. dividends and an
extension of the research and experimentation credit. The new legislation eliminated our
foreign sales benefit. The impact on the effective rate is shown in the table above.
RETIREMENT PLANS AND POSTRETIREMENT COSTS
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. The
trust assets had a value of $3.7 million at July 2, 2006 and $3.4 million at July 3, 2005.
These assets are included in other current assets in the Consolidated Balance Sheets. The
projected benefit obligation was $2.8 million at July 2, 2006 and $3.1 million at July 3,
2005. The SERP liabilities are included in the pension tables below. However, the trust
assets are excluded from the table as they do not qualify as plan assets under SFAS No. 87,
Employers Accounting for Pensions.
We also sponsor a postretirement health care plan for all 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. In June 2005,
amendments were made to the postretirement plan including a change in the number of years of
allowed benefit and a change in the medical plan providing the benefit coverage. The maximum
number of years of benefit was reduced from 10 to 5 for unionized associates retiring after
June 27, 2005 and for non-unionized associates retiring after October 1, 2005. Effective
September 1, 2005, coverage under the plan was based on a market driven plan, which entails
a high deductible medical plan with a health reimbursement account. The postretirement
health care plan is unfunded.
NOTES TO FINANCIAL STATEMENTS
The following tables summarize the pension and postretirement plans income and
expense, funded status, and actuarial assumptions for the years indicated (thousands of
dollars). The Company uses a June 30 measurement date for its pension and postretirement
plans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
Postretirement Benefits |
|
|
July 2, |
|
July 3, |
|
July 2, |
|
July 3, |
|
|
2006 |
|
2005 |
|
2006 |
|
2005 |
WEIGHTED-AVERAGE ASSUMPTIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit Obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
6.62 |
% |
|
|
5.43 |
% |
|
|
6.62 |
% |
|
|
5.43 |
% |
Rate of compensation increases |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
n/a |
|
|
|
n/a |
|
Net Periodic Benefit Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate |
|
|
5.43 |
% |
|
|
6.25 |
% |
|
|
5.43 |
% |
|
|
6.25 |
% |
Expected return on plan assets |
|
|
8.5 |
% |
|
|
8.5 |
% |
|
|
n/a |
|
|
|
n/a |
|
Rate of compensation increases |
|
|
3.5 |
% |
|
|
3.5 |
% |
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
CHANGE IN PROJECTED
BENEFIT OBLIGATION: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
$ |
73,242 |
|
|
$ |
57,625 |
|
|
$ |
9,331 |
|
|
$ |
9,856 |
|
Service cost |
|
|
2,540 |
|
|
|
2,224 |
|
|
|
232 |
|
|
|
299 |
|
Interest Cost |
|
|
3,924 |
|
|
|
3,552 |
|
|
|
591 |
|
|
|
601 |
|
Plan amendments |
|
|
255 |
|
|
|
172 |
|
|
|
|
|
|
|
(5,079 |
) |
Actuarial (gain) loss |
|
|
(10,502 |
) |
|
|
11,759 |
|
|
|
2,079 |
|
|
|
4,764 |
|
Benefits paid |
|
|
(2,506 |
) |
|
|
(2,090 |
) |
|
|
(1,382 |
) |
|
|
(1,110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at end of year |
|
$ |
66,953 |
|
|
$ |
73,242 |
|
|
$ |
10,851 |
|
|
$ |
9,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN PLAN ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
$ |
53,225 |
|
|
$ |
42,965 |
|
|
$ |
|
|
|
$ |
|
|
Actual return on plan assets |
|
|
5,270 |
|
|
|
4,039 |
|
|
|
|
|
|
|
|
|
Employer contribution |
|
|
6,000 |
|
|
|
8,311 |
|
|
|
1,382 |
|
|
|
1,110 |
|
Benefits paid |
|
|
(2,506 |
) |
|
|
(2,090 |
) |
|
|
(1,382 |
) |
|
|
(1,110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
61,989 |
|
|
|
53,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
(4,964 |
) |
|
|
(20,017 |
) |
|
|
(10,851 |
) |
|
|
(9,331 |
) |
Unrecognized net loss |
|
|
12,119 |
|
|
|
24,177 |
|
|
|
10,867 |
|
|
|
9,217 |
|
Unrecognized prior service cost |
|
|
688 |
|
|
|
453 |
|
|
|
(4,588 |
) |
|
|
(4,966 |
) |
Unrecognized net transition asset |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
$ |
7,843 |
|
|
$ |
4,613 |
|
|
$ |
(4,572 |
) |
|
$ |
(5,080 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMOUNTS RECOGNIZED IN
CONSOLIDATED BALANCE SHEETS: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid (accrued) benefit obligations |
|
$ |
7,602 |
|
|
$ |
(11,191 |
) |
|
|
|
|
|
|
|
|
Additional minimum liability: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible asset |
|
|
142 |
|
|
|
534 |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss (pre-tax) |
|
|
99 |
|
|
|
15,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized |
|
$ |
7,843 |
|
|
$ |
4,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The pension benefits have a separately determined accumulated benefit obligation, which
is the actuarial present value of benefits based on service rendered and current and past
compensation levels. This differs from the projected benefit obligation in that it includes
no assumptions about future compensation levels. The accumulated benefit obligation was
$60.7 million and $64.4 million at July 2, 2006 and July 3, 2005, respectively.
For measurement purposes, a 10 percent annual rate increase in the per capita cost of
covered health care benefits was assumed for 2007; the rate was assumed to decrease
gradually to 5 percent by the year 2011 and remain at that level thereafter.
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
Postretirement Benefits |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
COMPONENTS OF NET PERIODIC
BENEFIT COST: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,540 |
|
|
$ |
2,224 |
|
|
$ |
2,198 |
|
|
$ |
232 |
|
|
$ |
299 |
|
|
$ |
316 |
|
Interest cost |
|
|
3,924 |
|
|
|
3,552 |
|
|
|
3,253 |
|
|
|
491 |
|
|
|
601 |
|
|
|
564 |
|
Expected return on plan assets |
|
|
(4,989 |
) |
|
|
(4,277 |
) |
|
|
(3,459 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service cost |
|
|
20 |
|
|
|
8 |
|
|
|
8 |
|
|
|
(378 |
) |
|
|
10 |
|
|
|
10 |
|
Amortization of unrecognized
net (gain) loss |
|
|
1,275 |
|
|
|
198 |
|
|
|
187 |
|
|
|
528 |
|
|
|
255 |
|
|
|
235 |
|
Amortization of net transition asset |
|
|
|
|
|
|
(49 |
) |
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
2,770 |
|
|
$ |
1,656 |
|
|
$ |
2,037 |
|
|
$ |
873 |
|
|
$ |
1,165 |
|
|
$ |
1,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The health care cost trend assumption has a significant effect on the postretirement
benefit amounts reported. A 1% change in the health care cost trend rates would have the
following effects (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
1% Increase |
|
|
1% Decrease |
|
Effect on total of service and interest cost components |
|
$ |
84 |
|
|
|
($74 |
) |
Effect on postretirement benefit obligation |
|
$ |
784 |
|
|
|
($703 |
) |
We employ a total return investment approach whereby a mix of equities and fixed
income investments are used to maximize the long-term return of plan assets for a prudent
level of risk. Risk tolerance is established through careful consideration of short- and
long-term plan liabilities, plan funded status and corporate financial condition. The
investment portfolio contains a diversified blend of equity and fixed income investments.
Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as
growth and value style managers, and small, mid and large market capitalizations. The
investment portfolio does not include any real estate holdings. The investment policy of
the plan prohibits investment in STRATTEC stock. Investment risk is measured and monitored
on an ongoing basis through periodic investment portfolio reviews, annual liability
measurements and periodic asset/liability studies. The pension plan weighted-average asset
allocations by asset category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Allocation |
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
Equity investments |
|
|
65 |
% |
|
|
67 |
% |
|
|
68 |
% |
Fixed-Income Investments |
|
|
35 |
% |
|
|
33 |
% |
|
|
32 |
% |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
The expected long-term rate of return on U.S. pension plan assets is 8.5%. The target
asset allocation is 65% public equity and 35% fixed income. The 8.5% is approximated by
applying returns of 10% on public equity and 6% on fixed income to the target allocation.
The actual historical returns are also relevant. Annualized returns for periods ended July
2, 2006 were 8.31% for 10 years, 9.82% for 15 years and 9.87% for 20 years.
We expect to contribute approximately $3 million to our qualified pension plan,
$148,000 to our SERP and $936,000 to our postretirement health care plan in fiscal 2007.
The following benefit payments, which reflect expected future service, as appropriate, are
expected to be paid (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
Postretirement Benefits |
2007 |
|
$ |
2,602 |
|
|
$ |
936 |
|
2008 |
|
|
2,697 |
|
|
|
1,049 |
|
2009 |
|
|
2,941 |
|
|
|
1,111 |
|
2010 |
|
|
4,511 |
|
|
|
1,210 |
|
2011 |
|
|
4,789 |
|
|
|
1,268 |
|
2012-2016 |
|
|
21,339 |
|
|
|
5,476 |
|
NOTES TO FINANCIAL STATEMENTS
All U.S. associates may participate in a 401(k) Plan. We contribute a fixed
percentage of up to the first 6 percent of eligible compensation that a participant
contributes to the plan. Our contributions totaled approximately $574,000 in 2006, $556,000
in 2005 and $594,000 in 2004.
SHAREHOLDERS EQUITY
We have 12,000,000 shares of authorized common stock, par value $.01 per share, with
3,637,280 and 3,743,233 shares issued and outstanding at July 2, 2006, and July 3, 2005,
respectively. Holders of our common stock are entitled to one vote for each share on all
matters voted on by shareholders.
Our Board of Directors authorized a stock repurchase program to buy back up to
3,639,395 outstanding shares. As of July 2, 2006, 3,258,487 shares have been repurchased at
a cost of approximately $122.0 million.
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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
Net |
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
Basic EPS |
|
$ |
12,477 |
|
|
|
3,716 |
|
|
$ |
3.36 |
|
|
$ |
15,038 |
|
|
|
3,790 |
|
|
$ |
3.97 |
|
|
$ |
17,282 |
|
|
|
3,788 |
|
|
$ |
4.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
$ |
12,477 |
|
|
|
3,720 |
|
|
$ |
3.35 |
|
|
$ |
15,038 |
|
|
|
3,816 |
|
|
$ |
3.94 |
|
|
$ |
17,282 |
|
|
|
3,849 |
|
|
$ |
4.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 2, 2006, options to purchase 273,130 shares of common stock at a
weighted-average exercise price of $57.70 were excluded from the calculation of diluted
earnings per share because their inclusion would have been anti-dilutive. As of July 3,
2005, options to purchase 221,830 shares of common stock at a weighted-average exercise
price of $58.49 were excluded from the calculation of diluted earnings per share because
their inclusion would have been anti-dilutive. All options were included in the computation
of diluted earnings per share for the year ended June 27, 2004.
STOCK OPTION AND PURCHASE PLANS
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 July 2, 2006
were 311,813. Awards that expire or are cancelled without delivery of shares generally
become available for re-issuance under the plan. We issue new shares of common stock to
satisfy stock option exercises and the vesting of restricted stock.
Nonqualified and incentive stock options 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 a 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 a committee of the Board of
Directors at the time the shares are granted. In October 2005, restricted stock was granted
to our officers and specified employees. The restricted stock so granted vests 3 years
after the date of grant.
A summary of stock option activity under the plan is as follows:
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Weighted Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Average |
|
|
Remaining |
|
|
Intrinsic Value |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Contractual Term (in years) |
|
|
(in thousands) |
|
Balance at June 29, 2003 |
|
|
447,785 |
|
|
$ |
42.48 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
89,000 |
|
|
$ |
61.33 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
146,250 |
|
|
$ |
35.43 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
3,000 |
|
|
$ |
53.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 27, 2004 |
|
|
387,535 |
|
|
$ |
49.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
140,000 |
|
|
$ |
69.83 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
101,345 |
|
|
$ |
34.74 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
1,000 |
|
|
$ |
53.07 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
143,330 |
|
|
$ |
69.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 3, 2005 |
|
|
281,860 |
|
|
$ |
54.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
40,000 |
|
|
$ |
61.22 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
24,220 |
|
|
$ |
43.30 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
5,000 |
|
|
$ |
54.99 |
|
|
|
|
|
|
|
|
|
Terminated |
|
|
9,110 |
|
|
$ |
59.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 2, 2006 |
|
|
283,530 |
|
|
$ |
56.53 |
|
|
|
4.2 |
|
|
$ |
361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable as of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
157,350 |
|
|
$ |
52.78 |
|
|
|
4.0 |
|
|
$ |
361 |
|
July 3, 2005 |
|
|
95,530 |
|
|
$ |
45.75 |
|
|
|
4.0 |
|
|
$ |
785 |
|
June 27, 2004 |
|
|
75,750 |
|
|
$ |
29.91 |
|
|
|
4.6 |
|
|
$ |
2,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for grant as of
July 2, 2006 |
|
|
311,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of restricted stock activity under the plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
Shares |
|
|
Grant Date Fair Value |
|
Nonvested Balance at July 3, 2005 |
|
|
|
|
|
|
|
|
Granted |
|
|
9,900 |
|
|
$ |
51.24 |
|
Vested |
|
|
|
|
|
|
|
|
Forfeited |
|
|
300 |
|
|
$ |
51.24 |
|
|
|
|
|
|
|
|
|
Nonvested Balance at July 2, 2006 |
|
|
9,600 |
|
|
$ |
51.24 |
|
|
|
|
|
|
|
|
|
Options granted at a price greater than the market value on the date of grant included
above total 40,000 at an exercise price of $61.22 in 2006, 80,000 at an exercise price of
$76.70 in 2005 and 80,000 at an exercise price of $61.68 in 2004. Effective June 17, 2005,
58,040 of the options issued at an exercise price of $76.70 in 2005 were voluntarily
terminated by the associates who received the awards. No form of compensation was provided
to the associates as a result of the terminations.
We have an Employee Stock Purchase plan to provide substantially all U.S. full-time
associates an opportunity to purchase shares of STRATTEC common stock through payroll
deductions. A participant may contribute a maximum of $5,200 per calendar year to the plan.
On the last day of each month, participant account balances are used to purchase shares of
stock at the average of the highest and lowest reported sales prices of a share of STRATTEC
common stock on the NASDAQ Global Market. A total of 100,000 shares may be issued under
the plan. Shares issued from treasury stock under the plan totaled 822 at an average price
of $44.70 during 2006, 783 at an average price of $59.19 during 2005 and 903 at an average
price of $57.13 during 2004. A total of 84,690 shares are available for purchase under the
plan as of July 2, 2006.
EXPORT SALES
Export sales are summarized below (thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2005 |
|
2004 |
Export Sales |
|
$ |
34,244 |
|
|
$ |
36,802 |
|
|
$ |
34,352 |
|
Percent of Net Sales |
|
|
19 |
% |
|
|
19 |
% |
|
|
18 |
% |
These sales were primarily to automotive manufacturing assembly plants in Canada and Mexico.
SALES AND RECEIVABLE CONCENTRATION
Sales to our largest customers were as follows (thousands of dollars and percent of total net
sales):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
Sales |
|
|
% |
|
|
Sales |
|
|
% |
|
|
Sales |
|
|
% |
|
General Motors Corporation |
|
$ |
32,887 |
|
|
|
18 |
% |
|
$ |
43,227 |
|
|
|
23 |
% |
|
$ |
52,210 |
|
|
|
27 |
% |
Ford Motor Company |
|
|
27,295 |
|
|
|
15 |
% |
|
|
32,021 |
|
|
|
17 |
% |
|
|
34,713 |
|
|
|
18 |
% |
DaimlerChrysler Corporation |
|
|
58,603 |
|
|
|
32 |
% |
|
|
51,523 |
|
|
|
27 |
% |
|
|
41,965 |
|
|
|
21 |
% |
Delphi Corporation |
|
|
26,721 |
|
|
|
15 |
% |
|
|
29,621 |
|
|
|
15 |
% |
|
|
30,155 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
145,506 |
|
|
|
80 |
% |
|
$ |
156,392 |
|
|
|
82 |
% |
|
$ |
159,043 |
|
|
|
81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from our largest customers were as follows (thousands of dollars and percent of gross
receivables):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2, 2006 |
|
|
July 3, 2005 |
|
|
|
Receivables |
|
|
% |
|
|
Receivables |
|
|
% |
|
General Motors Corporation |
|
$ |
6,385 |
|
|
|
25 |
% |
|
$ |
4,254 |
|
|
|
16 |
% |
Ford Motor Company |
|
|
225 |
|
|
|
1 |
% |
|
|
2,583 |
|
|
|
10 |
% |
DaimlerChrysler Corporation |
|
|
10,413 |
|
|
|
41 |
% |
|
|
9,745 |
|
|
|
37 |
% |
Delphi Corporation |
|
|
834 |
|
|
|
3 |
% |
|
|
3,618 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,857 |
|
|
|
70 |
% |
|
$ |
20,200 |
|
|
|
77 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
REPORTS
REPORT ON MANAGEMENTS ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING
STRATTEC SECURITY CORPORATION is responsible for the preparation, integrity, and fair
presentation of the consolidated financial statements included in this annual report. The
consolidated financial statements and notes included in this annual report have been
prepared in conformity with accounting principles generally accepted in the United States
of America and necessarily include some amounts that are based on managements best
estimates and judgments.
We, as management of STRATTEC SECURITY CORPORATION, are responsible for establishing
and maintaining effective internal control over financial reporting that is designed to
produce reliable financial statements in conformity with United States generally accepted
accounting principles. The system of internal control over financial reporting as it relates
to the financial statements is evaluated for effectiveness by management and tested for
reliability through a program of internal audits. Actions are taken to correct potential
deficiencies as they are identified. Any system of internal control, no matter how well
designed, has inherent limitations, including the possibility that a control can be
circumvented or overridden and misstatements due to error or fraud may occur and not be
detected. Also, because of changes in conditions, internal control effectiveness may vary
over time. Accordingly, even an effective system of internal control will provide only reasonable
assurance with respect to financial statement preparation.
The Audit Committee, consisting entirely of independent directors, meets regularly
with management and the independent registered public accounting firm, and reviews audit
plans and results, as well as managements actions taken in discharging responsibilities
for accounting, financial reporting, and internal control. Grant Thornton LLP, independent
registered public accounting firm, has direct and confidential access to the Audit
Committee at all times to discuss the results of their examinations.
Management assessed the Corporations system of internal control over financial
reporting as of July 2, 2006, in relation to criteria for effective internal control over
financial reporting as described in Internal Control Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the
assessment, management concludes that, as of July 2, 2006, its system of internal control
over financial reporting is
effective and meets the criteria of the Internal Control Integrated Framework. Grant
Thornton LLP, independent registered public accounting firm, has issued an attestation
report on managements assessment of the Corporations internal control over financial
reporting, which is included herein.
|
|
|
|
|
|
|
|
|
|
Harold M. Stratton II
|
|
Patrick J. Hansen |
|
|
Chairman, President and
Chief Executive Officer
|
|
Senior Vice President and
Chief Financial Officer
|
|
|
REPORTS
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders of STRATTEC SECURITY CORPORATION:
We have audited managements assessment, included in the accompanying Report of
Managements Assessment of Internal Control Over Financial Reporting, that STRATTEC SECURITY
CORPORATION (a Wisconsin Corporation) and subsidiaries maintained effective internal control
over financial reporting as of July 2, 2006, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express
an opinion on managements assessment and an opinion on the
effectiveness of the Companys
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, evaluating managements
assessment, testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed 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. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance
regarding prevention of timely detection of unauthorized acquisitions, use, or
disposition of the companys assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, managements assessment that STRATTEC SECURITY CORPORATION and
subsidiaries maintained effective internal control over financial reporting as of July 2,
2006, is fairly stated, in all material respects, based on criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting
as of July 2, 2006, based on criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of STRATTEC
SECURITY CORPORATION and subsidiaries as of July 2, 2006 and July 3, 2005, and the related
consolidated statements of income, shareholders equity, and cash flows for the three years
ended July 2, 2006 and our report dated August 22, 2006 expressed an unqualified opinion on
those financial statements.
Grant Thornton LLP
Milwaukee, Wisconsin
August 22, 2006
REPORTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Board of Directors and Shareholders of STRATTEC SECURITY CORPORATION:
We have audited the accompanying consolidated balance sheets of STRATTEC SECURITY
CORPORATION (a Wisconsin Corporation) and subsidiaries as of July 2, 2006 and July 3,
2005, and the related consolidated statements of income, shareholders equity, and cash
flows for the three years ended July 2, 2006. These financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of STRATTEC SECURITY CORPORATION and subsidiaries as of
July 2, 2006 and July 3, 2005, and the results of its operations and its cash flows for the three
years ended July 2, 2006 in conformity with accounting principles generally accepted in the United
States of America
We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the effectiveness of STRATTEC SECURITY CORPORATIONs internal
control over financial reporting as of July 2, 2006, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and our report dated August 22, 2006 expressed an unqualified opinion on the
effectiveness of internal control over financial reporting.
Grant Thornton LLP
Milwaukee, Wisconsin
August 22, 2006
FINANCIAL SUMMARY
FIVE-YEAR FINANCIAL SUMMARY
The financial data for each period presented below reflects the consolidated results
of STRATTEC SECURITY CORPORATION and its wholly owned subsidiaries. The information below
should be read in conjunction with Managements Discussion and Analysis, and the
Financial Statements and Notes thereto included elsewhere herein. The following data are
in thousands of dollars except per share amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
INCOME STATEMENT DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
181,197 |
|
|
$ |
190,314 |
|
|
$ |
195,646 |
|
|
$ |
196,827 |
|
|
$ |
207,286 |
|
Gross profit |
|
|
37,046 |
|
|
|
42,776 |
|
|
|
47,513 |
|
|
|
45,359 |
|
|
|
43,916 |
|
Engineering, selling, and
administrative expenses |
|
|
22,067 |
|
|
|
20,688 |
|
|
|
20,624 |
|
|
|
19,613 |
|
|
|
19,644 |
|
Provision for doubtful accounts, net |
|
|
1,622 |
|
|
|
80 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
13,357 |
|
|
|
22,008 |
|
|
|
26,863 |
|
|
|
25,746 |
|
|
|
24,272 |
|
Interest income |
|
|
2,563 |
|
|
|
1,169 |
|
|
|
426 |
|
|
|
369 |
|
|
|
538 |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
960 |
|
|
|
320 |
|
|
|
362 |
|
|
|
(156 |
) |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
16,880 |
|
|
|
23,497 |
|
|
|
27,651 |
|
|
|
25,959 |
|
|
|
24,768 |
|
Provision for income taxes |
|
|
4,403 |
|
|
|
8,459 |
|
|
|
10,369 |
|
|
|
9,605 |
|
|
|
9,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,477 |
|
|
$ |
15,038 |
|
|
$ |
17,282 |
|
|
$ |
16,354 |
|
|
$ |
15,604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
3.36 |
|
|
$ |
3.97 |
|
|
$ |
4.56 |
|
|
$ |
4.32 |
|
|
$ |
3.80 |
|
Diluted |
|
|
3.35 |
|
|
|
3.94 |
|
|
|
4.49 |
|
|
|
4.24 |
|
|
|
3.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net working capital |
|
$ |
81,348 |
|
|
$ |
74,619 |
|
|
$ |
68,682 |
|
|
$ |
51,277 |
|
|
$ |
50,722 |
|
Total assets |
|
|
148,639 |
|
|
|
138,090 |
|
|
|
137,190 |
|
|
|
118,094 |
|
|
|
121,640 |
|
Long-term liabilities |
|
|
8,838 |
|
|
|
16,271 |
|
|
|
12,054 |
|
|
|
19,190 |
|
|
|
15,448 |
|
Shareholders Equity |
|
|
110,275 |
|
|
|
91,751 |
|
|
|
89,852 |
|
|
|
69,095 |
|
|
|
74,667 |
|
QUARTERLY FINANCIAL DATA (UNAUDITED)
The following data are in thousands of dollars except per share amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share |
|
|
Market Price Per Share |
|
|
|
Quarter |
|
Net Sales |
|
|
Gross Profit |
|
|
Net Income |
|
|
Basic |
|
|
Diluted |
|
|
High |
|
|
Low |
|
2006 |
|
First |
|
$ |
44,793 |
|
|
$ |
9,774 |
|
|
$ |
1,740 |
|
|
$ |
0.46 |
|
|
$ |
0.46 |
|
|
$ |
65.75 |
|
|
$ |
49.67 |
|
|
|
Second |
|
|
43,278 |
|
|
|
8,542 |
|
|
|
2,656 |
|
|
|
0.71 |
|
|
|
0.71 |
|
|
|
52.38 |
|
|
|
39.71 |
|
|
|
Third |
|
|
46,575 |
|
|
|
9,122 |
|
|
|
4,116 |
|
|
|
1.11 |
|
|
|
1.10 |
|
|
|
45.04 |
|
|
|
36.59 |
|
|
|
Fourth |
|
|
46,551 |
|
|
|
9,608 |
|
|
|
3,965 |
|
|
|
1.08 |
|
|
|
1.08 |
|
|
|
49.84 |
|
|
|
33.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
181,197 |
|
|
$ |
37,046 |
|
|
$ |
12,477 |
|
|
$ |
3.36 |
|
|
$ |
3.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
First |
|
$ |
44,591 |
|
|
$ |
10,770 |
|
|
$ |
3,624 |
|
|
$ |
0.95 |
|
|
$ |
0.94 |
|
|
$ |
68.55 |
|
|
$ |
60.78 |
|
|
|
Second |
|
|
48,436 |
|
|
|
11,489 |
|
|
|
4,427 |
|
|
|
1.16 |
|
|
|
1.15 |
|
|
|
65.50 |
|
|
|
61.25 |
|
|
|
Third |
|
|
46,102 |
|
|
|
10,210 |
|
|
|
3,731 |
|
|
|
0.98 |
|
|
|
0.98 |
|
|
|
63.50 |
|
|
|
52.20 |
|
|
|
Fourth |
|
|
51,185 |
|
|
|
10,307 |
|
|
|
3,256 |
|
|
|
0.87 |
|
|
|
0.87 |
|
|
|
54.46 |
|
|
|
50.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
190,314 |
|
|
$ |
42,776 |
|
|
$ |
15,038 |
|
|
$ |
3.97 |
|
|
$ |
3.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We do not intend to pay cash dividends on STRATTEC common stock in the
foreseeable future; rather, it is currently anticipated that our earnings will be
retained for use in our business. The future payment of dividends will depend on business
decisions that will be made by the Board of Directors from time to time based on our
results of operations and financial condition and such other business considerations as
the Board of Directors considers relevant.
Registered shareholders of record at July 2, 2006, were 2,608.
DIRECTORS/OFFICERS/SHAREHOLDERS INFORMATION
STRATTEC Board of Directors:
(Left to Right) Frank J. Krejci, Michael J. Koss,
Robert Feitler, Harold M. Stratton II, David R. Zimmer
BOARD OF DIRECTORS
Harold M. Stratton II, 58
Chairman, President and Chief Executive Officer
Robert Feitler, 75
Former President and Chief Operating
Officer
of Weyco
Group, Inc.
Chairman of the Executive Committee and
Director of Weyco
Group, Inc.
Michael J. Koss, 52
President and Chief Executive Officer
of Koss Corporation
Director of Koss
Corporation
Frank J. Krejci, 56
President and Chief Executive Officer
of Wisconsin Furniture, LLC
David R. Zimmer, 60
Managing Partner of
Stonebridge Business Partners
EXECUTIVE OFFICERS
Harold M. Stratton II, 58
Patrick
J. Hansen, 47
Senior Vice President-Chief
Financial Officer, Treasurer and
Secretary
Donald
J. Harrod, 62
Vice President-Engineering and
Product Development
Dennis
A. Kazmierski, 54
Vice President-Marketing and Sales
Kathryn
E. Scherbarth, 50
Vice President-Milwaukee Operations
Rolando
J. Guillot, 38
Vice President-Mexican Operations
Milan
R. Bundalo, 55
Vice President-Materials
SHAREHOLDERS
INFORMATION
Annual Meeting
The Annual Meeting of Shareholders
will convene at 8:00 a.m. (CST) on
October 3, 2006, at the Radisson
Hotel, 7065 North Port Washington
Road, Milwaukee, WI 53217
Common Stock
STRATTEC SECURITY CORPORATION
common stock is traded on the
NASDAQ Global Market under the
symbol: STRT.
Form 10-K
You may receive a copy of the
STRATTEC SECURITY CORPORATION Form
10-K, filed with the Securities and
Exchange Commission, by writing to
the Secretary at STRATTEC SECURITY
CORPORATION, 3333 W. Good Hope Road,
Milwaukee, WI 53209.
Corporate Governance
To review the Companys corporate
governance, board committee charters
and code of business ethics, please
visit the Corporate Governance
section of our Web site at
www.strattec.com.
Shareholder Inquiries
Communications concerning the
transfer of shares, lost
certificates or changes of address
should be directed to the Transfer
Agent.
Transfer Agent and Registrar
Wells Fargo Bank, N.A.
Shareholder Services
P.O. Box 64854
St.
Paul, MN 55164-0854
1.800.468.9716
exv23w1
EXHIBIT 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS
We have
issued our reports dated August 22, 2006, accompanying the consolidated financial statements
and schedules and managements assessment of the effectiveness
of internal control over financial reporting included in the Annual
Report of STRATTEC SECURITY CORPORATION incorporated by reference on
Form 10-K for the year ended July 2, 2006. We hereby consent to the incorporation
by reference of said reports in the Registration Statements of STRATTEC SECURITY CORPORATION on
Forms S-8 (File No. 333-103219, effective February 14, 2003; 333-31002, effective February 24,
2000; 333-45221, effective January 30, 1998; and 333-4300, effective April 29, 1996).
/s/ GRANT THORNTON LLP
Milwaukee, Wisconsin
August 22, 2006
exv31w1
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Harold M. Stratton II, Chief Executive Officer of STRATTEC SECURITY CORPORATION, certify that:
1. I have reviewed this annual report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of registrants 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 registrants 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 registrants internal control over financial reporting.
|
|
|
|
|
|
|
|
|
Date: August 29, 2006 |
|
|
|
|
|
|
|
|
/s/ Harold M. Stratton II
|
|
|
|
|
|
|
Harold M. Stratton II, |
|
|
|
|
|
|
Chief Executive Officer |
|
|
exv31w2
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Patrick J. Hansen, Chief Financial Officer of STRATTEC SECURITY CORPORATION, certify that:
1. I have reviewed this annual report on Form 10-K 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 registrants 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 registrants 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 registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of registrants 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
registrants 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 registrants internal control over financial reporting.
|
|
|
|
|
|
|
|
|
Date: August 29, 2006 |
|
|
|
|
|
|
|
|
/s/ Patrick J. Hansen
|
|
|
|
|
|
|
Patrick J. Hansen, |
|
|
|
|
|
|
Chief Financial Officer |
|
|
exv32
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 Annual Report on Form 10-K of the Company for the year ended July 2, 2006 fully
complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and
information contained in that Form 10-K fairly presents, in all material respects, the financial
condition and results of operations of the Company.
|
|
|
|
|
Dated: August 29, 2006
|
|
/s/ Harold M. Stratton II
|
|
|
|
|
Harold M. Stratton II, |
|
|
|
|
Chief Executive Officer |
|
|
|
|
|
|
|
Dated: August 29, 2006
|
|
/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.