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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 1998

                                       or

[  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

                         Commission File Number 0-25150


                          STRATTEC SECURITY CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

        WISCONSIN                                     39-1804239
 (State of Incorporation)                 (I.R.S. Employer Identification No.)

                  3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
                    (Address of Principal Executive Offices)

                                 (414) 247-3333
              (Registrant's Telephone Number, Including Area Code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES  X  NO 
                                       ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

Common stock, par value $0.01 per share: 5,708,150 shares outstanding as of
March 29, 1998.


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                          STRATTEC SECURITY CORPORATION

                                    FORM 10-Q

                                 March 29, 1998

                                      INDEX

Page ---- Part I - FINANCIAL INFORMATION Item 1 Consolidated Statements of Income 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Results of Operations and Financial Condition 7-9 Part II - OTHER INFORMATION Item 1 Legal Proceedings 10 Item 2 Changes in Securities and Use of Proceeds 10 Item 3 Defaults Upon Senior Securities 10 Item 4 Submission of Matters to a Vote of Security Holders 10 Item 5 Other Information 10 Item 6 Exhibits and Reports on Form 8-K 10
2 3 Item 1 Financial Statements STRATTEC SECURITY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In Thousands, Except Per Share Amounts)
Three Months Ended Nine Months Ended ------------------ ----------------- March 29, March 30, March 29, March 30, 1998 1997 1998 1997 --------- ---------- ---------- --------- (unaudited) (unaudited) Net sales $ 47,420 $ 41,836 $ 140,010 $ 115,976 Cost of goods sold 36,797 32,800 110,757 92,159 --------- --------- --------- --------- Gross profit 10,623 9,036 29,253 23,817 Engineering, selling and administrative expenses 4,672 4,412 14,060 12,930 --------- --------- --------- --------- Income from operations 5,951 4,624 15,193 10,887 Interest income 98 2 153 2 Interest expense - (30) (19) (167) Other income, net 41 10 26 24 --------- --------- --------- --------- Income before provision for income taxes 6,090 4,606 15,353 10,746 Provision for income taxes 2,255 1,704 5,687 4,045 --------- --------- --------- --------- Net income $ 3,835 $ 2,902 $ 9,666 $ 6,701 ========= ========= ========= ========= Earnings per share: Basic $ 0.67 $ 0.51 $ 1.69 $ 1.17 ========= ========= ========= ========= Diluted $ 0.65 $ 0.50 $ 1.65 $ 1.16 ========= ========= ========= =========
The accompanying notes are an integral part of these consolidated statements. 3 4 STRATTEC SECURITY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands)
March 29, June 29, 1998 1997 ---------- ---------- ASSETS (unaudited) Current Assets: Cash and cash equivalents $ 4,494 $ 404 Receivables, net 31,423 29,687 Inventories- Finished products 4,219 3,599 Work in process 11,685 12,446 Raw materials 1,145 1,671 LIFO adjustment (2,837) (2,837) --------- --------- Total inventories 14,212 14,879 Customer tooling in progress 8,658 6,615 Other current assets 3,969 4,390 --------- --------- Total current assets 62,756 55,975 Deferred income taxes 186 186 Property, plant and equipment 73,737 69,123 Less: accumulated depreciation 33,768 29,615 --------- --------- Net property, plant and equipment 39,969 39,508 --------- --------- $ 102,911 $ 95,669 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 12,591 $ 12,367 Environmental 2,884 2,911 Other accrued liabilities 9,392 8,298 --------- --------- Total current liabilities 24,867 23,576 Borrowings under revolving credit facility -- 5,037 Accrued pension and postretirement obligations 11,838 10,963 Shareholders' equity: Common stock, authorized 12,000,000 shares $.01 par value, issued 5,861,150 shares at March 29, 1998, and 5,799,150 shares at June 29, 1997 59 58 Capital in excess of par value 42,131 41,094 Retained earnings 28,613 18,947 Cumulative translation adjustments (1,863) (1,863) Less: treasury stock, at cost (153,000 shares at March 29, 1998 and 132,000 shares at June 29, 1997) (2,734) (2,143) --------- --------- Total shareholders' equity 66,206 56,093 --------- --------- $ 102,911 $ 95,669 ========= =========
The accompanying notes are an integral part of these consolidated balance sheets. 4 5 STRATTEC SECURITY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)
Nine Months Ended March 29, March 30, 1998 1997 --------------- -------------- (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 9,666 $ 6,701 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 5,069 4,039 Change in operating assets and liabilities: Increase in receivables (1,758) (2,795) Decrease in inventories 667 230 (Increase) Decrease in other assets (1,647) 1,228 Increase (Decrease) in accounts payable and accrued liabilities 2,243 (198) Other, net 212 74 -------- -------- Net cash provided by operating activities 14,452 9,279 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (5,706) (6,136) -------- -------- Net cash used in investing activities (5,706) (6,136) CASH FLOWS FROM FINANCING ACTIVITIES: Net payments on borrowings under revolving credit facility (5,037) (1,295) Purchase of treasury stock (591) (1,907) Exercise of stock options 1,038 49 -------- -------- Net cash used in financing activities (4,590) (3,153) EFFECT OF FOREIGN CURRENCY FLUCTUATIONS ON CASH (66) 2 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,090 (8) CASH AND CASH EQUIVALENTS Beginning of period 404 441 -------- -------- End of period $ 4,494 $ 433 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Income taxes paid $ 5,273 $ 2,612 Interest paid 33 182
The accompanying notes are an integral part of these consolidated statements. 5 6 STRATTEC SECURITY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) BASIS OF FINANCIAL STATEMENTS STRATTEC SECURITY CORPORATION (the "Company") designs, develops, manufacturers and markets mechanical locks, electro-mechanical locks and related security products for North American and select European automotive manufacturers. The accompanying financial statements reflect the consolidated results of the Company, its wholly owned Mexican subsidiary, and its foreign sales corporation. In the opinion of management, the accompanying unaudited financial statements contain all adjustments which are of a normal recurring nature, necessary to present fairly the financial position as of March 29, 1998, and the results of operations and cash flows for the periods then ended. All significant intercompany transactions have been eliminated. Interim financial results are not necessarily indicative of operating results for an entire year. Certain amounts previously reported have been reclassified to conform to the March 29, 1998 presentation. (2) ENVIRONMENTAL MATTERS In 1995, the Company recorded a provision of $3 million for estimated costs to remediate a site at the Company's Milwaukee facility that was contaminated by a solvent spill which occurred in 1985. The environmental reserve reflects this provision. (3) EARNINGS PER SHARE (EPS) In the second quarter of fiscal 1998, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." The Company's previously reported EPS is consistent with basic EPS as calculated below under SFAS No. 128. A reconciliation of the components of the basic and diluted per-share computations follows (in thousands, except per share amounts):
Nine Months Ended ----------------- March 29, 1998 March 30, 1997 -------------- -------------- Net Per-Share Net Per-Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Basic Earnings Per Share $9,666 5,706 $1.69 $6,701 5,731 $1.17 ===== ===== Stock Options 148 65 --- -- Diluted Earnings Per Share $9,666 5,854 $1.65 $6,701 5,796 $1.16 ===== ===== ===== ===== Three Months Ended ------------------ March 29, 1998 March 30, 1997 -------------- -------------- Net Per-Share Net Per-Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Basic Earnings Per Share $3,835 5,725 $0.67 $2,902 5,670 $0.51 ===== ===== Stock Options 155 80 --- -- Diluted Earnings Per Share $3,835 5,880 $0.65 $2,902 5,750 $0.50 ===== ===== ===== =====
Options to purchase 80,000 shares of common stock at $31.98 per share and 153,528 shares of common stock at prices ranging from $19.28 to $19.68 per share were outstanding as of March 29, 1998, and March 30, 1997, respectively, but were not included in the computation of diluted EPS because the options' exercise prices were greater than the average market price of the common shares. 6 7 Item 2 STRATTEC SECURITY CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following Management's Discussion and Analysis should be read in conjunction with the Company's accompanying Financial Statements and Notes thereto and the Company's 1997 Annual Report. Unless otherwise indicated, all references to years refer to fiscal years. Analysis of Results of Operations Three months ended March 29, 1998 compared to the three months ended March 30, 1997 Net sales increased 13 percent to $47.4 million for the three months ended March 29, 1998, from $41.8 million for the three months ended March 30, 1997. The sales increase is primarily due to increased sales to all three of the Company's largest customers in the current quarter compared to prior year levels, with General Motors Corporation increasing $2.2 million or 11 percent, Chrysler Corporation increasing $1.1 million or 19 percent and Ford Motor Company increasing $.5 million or 5 percent. This sales growth is due to higher value mechanical and electro-mechanical content. In addition, sales to Chrysler Corporation reflect their production ramp-up of newly introduced models. Gross profit as a percentage of net sales was 22.4 percent in the current quarter compared to 21.6 percent in the prior year quarter. Gross profit margins improved primarily due to decreased expedited freight costs in the current quarter as compared to the prior year quarter. The cost of zinc, the Company's primary raw material, during the current year quarter was comparable to the prior years cost at an average of approximately $.62 per pound but was lower than the cost during the first six months of the current year at an average of approximately $.74 per pound. Gross profit margins were negatively impacted as inflationary cost pressures in Mexico over the past two years have resulted in higher U.S. dollar costs. The rate of inflation in Mexico during the current quarter and during calendar years 1997 and 1996 was approximately 5, 16 and 28 percent, respectively. The U.S. dollar/Mexican peso exchange rate remained relatively stable during this period with moderate devaluation during the six months ended March 29, 1998. The exchange rate ranged from approximately 7.40 to 7.90 pesos to the dollar during the period January 1996 through September 1997 and from approximately 7.80 to 8.65 pesos to the dollar during the six months ended March 29, 1998. Engineering, selling and administrative expenses were $4.7 million in the current quarter, compared to $4.4 million in the prior year quarter. Income from operations was $6.0 million in the current quarter, compared to $4.6 million in the prior year quarter. Income from operations increased reflecting the increased sales volume and improved gross profit margins as previously discussed above. Nine months ended March 29, 1998 compared to the nine months ended March 30, 1997 Net sales increased 21 percent to $140.0 million for the nine months ended March 29, 1998, from $116.0 million for the nine months ended March 30, 1997. The sales increase is primarily due to increased sales to all three of the Company's largest customers in the current year period compared to prior year levels, with General Motors Corporation increasing $16.7 million or 33 percent, Chrysler Corporation increasing $3.0 million or 19 percent and Ford Motor Company increasing $2.5 million or 8 percent. This sales growth is due to higher value mechanical and electro-mechanical content, strong production levels of vehicles the Company supplies, and 7 8 sales to Chrysler Corporation reflecting their production ramp-up of newly introduced models. In addition, prior year sales to General Motors Corporation had been negatively affected by labor disruptions at their operations. Gross profit as a percentage of net sales was 20.9 percent in the nine months ended March 29, 1998, compared to 20.5 percent in the nine months ended March 30, 1997. Gross profit margins improved slightly compared to the prior year period as scrap and expedited freight costs decreased in the current year period as compared to the prior year period. The gross profit margin was negatively impacted by a $750,000 charge during the current year period as a result of cash payments to the Company's represented employees upon ratification of a new collective bargaining agreement. During the first six months of the current year period, the cost of zinc, the Company's primary raw material, remained significantly above prior year levels increasing to an average of approximately $.74 per pound in the six months ended December 28, 1997 from an average of approximately $.53 per pound in the six months ended December 29, 1996 resulting in a negative effect on gross profit margins. The market cost of zinc declined in the second quarter of fiscal 1998 after increasing dramatically over the previous 12 months. Gross profit margins were also negatively impacted as inflationary cost pressures in Mexico over the past two years have resulted in higher U.S. dollar costs. The rate of inflation in Mexico during the three months ended March 29, 1998 and during calendar years 1997 and 1996 was approximately 5, 16 and 28 percent, respectively. The U.S. dollar/Mexican peso exchange rate remained relatively stable during this period with moderate devaluation during the six months ended March 29, 1998. The exchange rate ranged from approximately 7.40 to 7.90 pesos to the dollar during the period January 1996 through September 1997 and from approximately 7.80 to 8.65 pesos to the dollar during the six months ended March 29, 1998. Engineering, selling and administrative expenses were $14.1 million for the nine months ended March 29, 1998, compared to $12.9 million for the nine months ended March 30, 1997. The increase is primarily due to increased engineering expenses in support of current and future vehicle programs. Income from operations was $15.2 million in the nine months ended March 29, 1998, compared to $10.9 million in the nine months ended March 30, 1997. Income from operations increased reflecting the increased sales volume and improved gross margin as previously discussed above. The effective income tax rate for the nine months ended March 29, 1998 was 37.0 percent compared to 37.6 percent for the nine months ended March 30, 1997. The current period rate is comparable to the effective rate for the entire 1997 fiscal year. The effective rate differs from the federal statutory tax rate primarily due to the effects of state income taxes. Liquidity and Capital Resources The Company generated cash from operating activities of $14.4 million in the nine months ended March 29, 1998. In the nine months ended March 30, 1997, the Company generated $9.3 million in cash from operating activities. The increased generation of cash is primarily due to increased income and increases in accounts payable and accrued liabilities in support of increased production activities. The Company's investment in accounts receivable increased by approximately $1.7 million to $31.4 million at March 29, 1998, as compared to $29.7 million at June 29, 1997, primarily due to increased sales levels. Inventories of $14.2 million at March 29, 1998, are consistent with the June 29, 1997 levels. Capital expenditures during the nine months ended March 29, 1998 were $5.7 million compared to $6.1 million during the nine months ended March 30, 1997. The Company anticipates that capital expenditures will be approximately $8 million to $9 million in 1998, primarily in support of requirements for additional product programs. 8 9 The Board of Directors of the Company has authorized a stock repurchase program to buy back up to 289,395 outstanding shares. A total of 153,000 shares have been repurchased as of March 29, 1998, at a cost of approximately $2.7 million. Additional repurchases may occur from time to time. Funding for the repurchases was provided by cash flow from operations and borrowings under existing credit facilities. The Company has a $25 million unsecured, revolving credit facility (the "Credit Facility") which expires October 2000. There are no outstanding borrowings under the Credit Facility at March 29, 1998. Interest on borrowings under the Credit Facility are at varying rates based, at the Company's option, on the London Interbank Offering Rate, the Federal Funds Rate, or the bank's prime rate. The credit facility contains various restrictive covenants including covenants that require the Company to maintain minimum levels for certain financial ratios such as tangible net worth, ratio of indebtedness to tangible net worth and fixed charge coverage. The Company believes that the Credit Facility will be adequate, along with cash flow from operations, to meet its anticipated capital expenditure, working capital and operating expenditure requirements. The Company has not been significantly impacted by inflationary pressures over the last several years, except for zinc and Mexican assembly operations as noted elsewhere in the Management's Discussion and Analysis. The Company has developed a plan to ensure its information systems are compliant with the requirements to process transactions in the year 2000. The Company does not expect that the cost to modify its information systems to be year 2000 compliant will be material to its financial condition or results of operations. The Company does not anticipate any material disruption in its operations as a result of any failure by the Company to be year 2000 compliant. Mexican Operations The Company has assembly operations in Juarez, Mexico. Effective December 30, 1996, the functional currency of the Mexican operation was the U.S. dollar, as Mexico is currently considered to be a highly inflationary economy in accordance with SFAS No. 52, "Foreign Currency Translation." The effect of currency fluctuations in the remeasurement process is included in the determination of income. The effect of currency fluctuations included in the determination of income is not material. Prior to December 30, 1996, the functional currency of the Mexican operation was the Mexican Peso. The effects of currency fluctuations resulted in adjustments to the U.S. dollar value of the Company's net assets and to the equity accounts in accordance with SFAS No. 52. Forward Looking Statements A number of the matters and subject areas discussed in this Form 10-Q that are not historical or current facts deal with potential future circumstances and developments. These include expected future financial results, liquidity needs, financing ability, planned capital expenditures, management's or the Company's expectations and beliefs and similar matters discussed in the Company's Management Discussion and Analysis of Results of Operations and Financial Condition. The discussions of such matters and subject areas are qualified by the inherent risk and uncertainties surrounding future expectations generally, and also may materially differ from the Company's actual future experience. The Company's business, operations and financial performance are subject to certain risks and uncertainties which could result in material differences in actual results from the Company's current expectations. These risks and uncertainties include, but are not limited to, general economic conditions, demand for the Company's products, competitive and technological developments, foreign currency fluctuations, year 2000 compliance issues and costs of operations. 9 10 Part II Other Information Item 1 Legal Proceedings - None Item 2 Changes in Securities and Use of Proceeds - None Item 3 Defaults Upon Senior Securities - None Item 4 Submission of Matters to a Vote of Security Holders - None Item 5 Other Information - None Item 6 Exhibits and Reports on Form 8-K (a) Exhibits 3.1* Amended and Restated Articles of Incorporation of the Company 3.2* By-Laws of the Company 4.1* Rights Agreement dated as of February 6, 1995 between the Company and Firstar Trust Company, as Rights Agent 27 Financial Data Schedule (b) Reports on Form 8-K - None - --------------- * Incorporated by reference to Amendment No. 2 to the Company's Form 10 filed on February 6, 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STRATTEC SECURITY CORPORATION (Registrant) Date: May 8, 1998 By /S/ John G. Cahill ---------------------- John G. Cahill Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Accounting and Financial Officer) 10
 

5 1,000 9-MOS JUN-28-1998 JUN-30-1997 MAR-29-1998 4,494 0 31,673 250 14,212 62,756 73,737 33,768 102,911 24,867 0 0 0 59 66,147 102,911 140,010 140,010 110,757 110,757 0 0 19 15,353 5,687 9,666 0 0 0 9,666 1.69 1.65
 

5 1,000 9-MOS JUN-29-1997 JUL-01-1996 MAR-30-1997 433 0 21,839 250 13,176 46,583 68,152 28,638 86,097 22,236 135 0 0 58 53,016 86,097 115,976 115,976 92,159 92,159 0 0 167 10,746 4,045 6,701 0 0 0 6,701 1.17 1.16