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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[x] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended July 2, 2000.
[ ] 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)
WISCONSIN 39-1804239
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(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
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
- ------------------- ------------------------------------
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
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(Title of Class)
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. [x] Yes [ ] No
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 registrant's 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. [ ]
The aggregate market value of the voting Common Stock held by non-affiliates of
the registrant as of August 18, 2000 was approximately $149,340,000 (based upon
the last reported sale price of the Common Stock at August 18, 2000 on the
NASDAQ National Market). On August 18, 2000, there were outstanding 4,458,043
shares of $.01 par value Common Stock.
Documents Incorporated by Reference
Part of the Form 10-K
Document into which incorporated
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Portions of the Annual Report to Shareholders for the
fiscal year ended July 2, 2000. I, II, IV
Portions of the Proxy Statement dated September 15, 2000, for the
Annual Meeting of Shareholders to be held on October 24, 2000. III
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PART I
ITEM 1. BUSINESS
The information set forth under "Company Description" which appears on
pages 4 through 8 of the Company's 2000 Annual Report to Shareholders is
incorporated herein by reference. For information as to export sales, see the
information set forth under "Export Sales" included on page 21 of the Company's
2000 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 metamorphosing to accommodate the electronics. This will result in
more secure vehicles and eventually passive entry.
Innovations in coatings, which could potentially eliminate the need for
grease and innovative product redesign, offer potential cost reductions for
manufacturing 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 and
brass. 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.
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. The Company owns 25
issued United States patents, with expirations occurring between 2010 and 2018.
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 Company's trade secrets or that the Company can effectively
protect its trade secrets.
DEPENDENCE UPON SIGNIFICANT CUSTOMERS
A very significant portion of the Company's annual sales are to General
Motors Corporation, Delphi Automotive Corporation, Ford Motor Company, and
DaimlerChrysler Corporation. These four customers accounted for approximately
85% of the Company's total net sales in each fiscal year 1998 through 2000.
Further information regarding sales to the Company's largest customers is set
forth under "Sales to Largest Customers" included on page 21 of the Company's
2000 Annual Report to Shareholders, which is incorporated herein by reference.
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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 Company's products. The Company has enjoyed
relationships with General Motors Corporation, DaimlerChrysler Corporation, Ford
Motor Company, and Delphi Automotive 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 Company's financial performance.
SALES AND MARKETING
The Company provides its customers with engineered locksets, 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 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 typical process used by automotive manufacturers in selecting a
lock supplier is to offer the business opportunity to the Company and various of
the Company's 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 and releases, 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
auto manufacturers actively encourage competition between potential suppliers.
Although the Company may not be the lowest cost producer, it has a dominant
share of the North American market because of its ability to provide a
beneficial combination of price, quality and technical support. In order to
reduce lockset production costs while still offering a wide range of technical
support, the Company utilizes assembly operations in Mexico, which results in
lower assembly labor costs as compared to the United States.
As locks become more sophisticated and involve additional electronics,
competitors with specific electronic expertise may emerge to challenge the
Company.
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 2000, 1999, and 1998, the Company spent $2,800,000, $2,383,000,
and $2,469,000, 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 Company's interests resulting from these activities.
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CUSTOMER TOOLING
An important aspect of the Company's production processes is customer
program specific assembly lines and production tooling. In general, capital
equipment acquired by the Company for customer product programs is recognized as
a long-term asset and depreciated. Ownership of tooling for these same programs
is determined through negotiations with the customer. For products in which the
customer maintains ownership of the tooling, costs are accumulated as a current
asset on the Company's balance sheet and rebilled to the customer upon formal
product approval from the customer. Recovery of tooling costs for which the
Company retains ownership occurs over the life of the program through the piece
price. See Notes to Consolidated Financial Statements included in the Company's
2000 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 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
believes that its existing environmental management policies and procedures are
adequate and it has no current plans for substantial capital expenditures in the
environmental area.
Contamination existing at the Company's Milwaukee site from an
underground waste coolant storage tank and a former above-ground solvent storage
tank, located on the east side of the facility, will be remediated in accordance
with federal, state and local requirements.
The Company does not currently anticipate any materially adverse impact
on its 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
charges associated with maintaining compliance with environmental laws is
inherent in the nature of the Company's business and there is no assurance that
material liabilities or charges could not arise.
EMPLOYEES
At July 2, 2000, the Company had approximately 2,940 full-time
employees, of which approximately 485 or 16 percent, were represented by a labor
union.
ITEM 2. PROPERTIES
The Company has two manufacturing plants, one warehouse, and a sales
office. These facilities are described as follows:
LOCATION TYPE SQ. FT. OWNED OR LEASED
-------- ---- ------- ---------------
Milwaukee, Wisconsin Headquarters and General Offices; Component
Manufacturing, Assembly and Service Parts Distribution... 352,000 Owned
Juarez, Chihuahua Mexico Subsidiary Offices and Assembly.......................... 97,000 Owned
El Paso, Texas Finished Goods Warehouse................................. 22,800 Leased**
Troy, Michigan Sales and Engineering Office for Detroit Area........... 3,000 Leased**
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** Leased unit within a complex.
The Company believes that both of its production facilities are adequate for the
foreseeable future as they relate to the Company's 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 Company or its financial condition.
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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 2000.
EXECUTIVE OFFICERS OF REGISTRANT
The names, ages and positions of all executive officers of the Company as of the
date of this filing are listed below, together with their business experience
during the past five years. Executive officers are appointed annually by the
Board of Directors at the meeting of directors immediately following the annual
meeting of shareholders. There are no family relationships among any of the
executive officers of the Company, nor any arrangements or understanding between
any such officer and another person pursuant to which he was appointed as an
executive officer.
NAME AND AGE POSITION AND BUSINESS EXPERIENCE
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Harold M. Stratton II, 52 Chairman and Chief Executive Officer of the Company since 1999. President and
Chief Executive Officer of the Company 1994 to 1999. Vice President of Briggs &
Stratton Corporation and General Manager of the Technologies Division of Briggs
& Stratton Corporation since 1989.
John G. Cahill, 43 President and Chief Operating Officer of the Company since 1999. Executive Vice
President, Chief Financial Officer, Treasurer and Secretary of the Company 1994
to 1999. Vice President, Chief Financial Officer, Secretary and Treasurer,
Johnson Worldwide Associates, Inc. (manufacturer and marketer of recreational
and marking systems products) 1992 to 1994 and Corporate Controller from 1989 to
1992.
Michael R. Elliott, 44 Vice President - Global Market Development since 1999. Vice President - Sales
and Marketing of the Company 1994 to 1999. Vice President - Marketing and Sales
of the Technologies Division since 1993. Vice President - Corporate Development
of Iverness Casting Group (a producer of castings and injection molded products)
from 1991 to 1992. Vice President - Sales and Marketing of Iverness Casting
Group from 1990 to 1991. Sales, Marketing and Planning Manager of the AC
Rochester Division of General Motors Corporation (an automotive manufacturer)
from 1988 to 1990.
Patrick J. Hansen, 41 Vice President, Chief Financial Officer, Secretary and Treasurer of the Company
since 1999. Corporate Controller of the Company 1995 to 1999. Controller,
Schwarz Pharma (manufacturer and distributor of pharmaceutical drugs) 1993 to
1995. Corporate Controller, ASAA Inc. (manufacturer of automotive parts) 1989 to
1993.
Donald J. Harrod, 56 Vice President - Engineering of the Company since 1998. Product Engineering
Manager, Mertior/Rockwell (manufacturer of automotive parts) 1997 to 1998. Vice
President - Engineering, Coltec Farnem Holley (manufacturer of automotive parts)
1986 to 1997.
Donald P. Klick, 48 Vice President - Business Operations of the Company since 1999. Vice President -
Engineering, Erie Controls (manufacturer of HVAC control components) 1998 to
1999. Engineering Program Director, Tower Automotive/A.O. Smith (manufacturer of
automotive parts) 1994 to 1998.
Gerald L. Peebles, 57 Vice President and General Manager of STRATTEC de Mexico - since 1997. Vice
President - Operations of the Company 1995 - 1997. Vice President - Operations
of the Technologies Division since 1994. Operations Manager - Juarez Plant of
the Technologies Division from 1990 to 1994. Plant Manager - Juarez Plant of the
Technologies Division from 1988 to 1990.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth in the "Quarterly Financial Data" section
appearing on page 23 of the Company's 2000 Annual Report to Shareholders is
incorporated herein by reference.
The Company does not intend to pay cash dividends on the Company Common
Stock in the foreseeable future; rather, it is currently anticipated that
Company earnings will be retained for use in its 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 the results of operations and financial
condition of the Company and such other business considerations as the Board of
Directors considers relevant. The Company's revolving credit agreement contains
restrictions on the payment of dividends. See Notes to Consolidated Financial
Statements included in the Company's 2000 Annual Report to Shareholders, which
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under "Five Year Financial Summary" which
appears on page 23 of the Company's 2000 Annual Report to Shareholders is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information set forth under "Management's Discussion and Analysis"
which appears on pages 10 through 12 of the Company's 2000 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 Arthur
Andersen LLP dated August 2, 2000, which appear on pages 13 through 23 of the
Company's 2000 Annual Report to Shareholders, are incorporated herein by
reference.
The Quarterly Financial Data (unaudited) which appears on page 23 of
the Company's 2000 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on pages 2 through 6 of the Company's Proxy Statement,
dated September 15, 2000, under "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information on pages 7 through 14 of the Company's Proxy Statement,
dated September 15, 2000, under "Executive Compensation" and "Compensation of
Directors" is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information on pages 3 through 6 of the Company's Proxy Statement,
dated September 15, 2000, under "Security Ownership" is incorporated herein by
reference.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information on pages 7 through 14 of the Company's Proxy Statement,
dated September 15, 2000, under "Executive Compensation" is incorporated herein
by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as part of this Report
(1) Financial Statements - The following financial statements
of the Company, included on pages 13 through 22 of the
Company's 2000 Annual Report to Shareholders, are
incorporated by reference in Item 8.
Report of Independent Public Accountants
Balance Sheets - as of July 2, 2000 and June 27, 1999
Statements of Income - years ended July 2, 2000, June 27,
1999 and June 28, 1998
Statements of Changes in Equity - years ended July 2, 2000,
June 27, 1999 and June 28, 1998
Statements of Cash Flows - years ended July 2, 2000, June
27, 1999 and June 28, 1998
Notes to Financial Statements
(2) Financial Statement Schedules
Page in this
Form 10-K Report
----------------
Report of Independent Public Accountants 8
Schedule II - Valuation and Qualifying Accounts 9
All other 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.
(3) Exhibits. See "Exhibit Index" beginning on page 11.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth
quarter of fiscal 2000.
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards the
consolidated financial statements included in the STRATTEC SECURITY CORPORATION
Annual Report to Shareholders incorporated by reference in this Form 10-K and
have issued our report thereon dated August 2, 2000. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The schedule
listed in the accompanying index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audit of the basic consolidated financial statements and, in our opinion,
fairly states in all material respects the financial data required to be set
forth therein in relation to the basic consolidated financial statements taken
as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
August 2, 2000.
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(THOUSANDS OF DOLLARS)
Balance, Provision Payments Balance,
Beginning Charged to and Accounts End of
of Year Profit & Loss Written Off Year
------- ------------- ----------- ----
Year ended July 2, 2000
Allowance for doubtful accounts $250 $43 $43 $250
==== === === ====
Year ended June 27, 1999
Allowance for doubtful accounts $250 $33 $33 $250
==== === === ====
Year ended June 28, 1998
Allowance for doubtful accounts $250 $0 $0 $250
==== == == ====
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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.
STRATTEC SECURITY CORPORATION
By: /s/ Harold M. Stratton II
-----------------------------
Harold M. Stratton II, Chairman and
Chief Executive Officer
Date: August 29, 2000
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.
Signature Title Date
--------- ----- ----
/s/ Harold M. Stratton II Chairman, Chief Executive
- -------------------------------- Officer, and Director August 29, 2000
Harold M. Stratton II
/s/ John G. Cahill President, Chief Operating August 29, 2000
- ------------------------------- Officer and Director
John G. Cahill
/s/ Frank J. Krejci Director August 29, 2000
- -------------------------------
Frank J. Krejci
/s/ Michael J. Koss Director August 29, 2000
- -------------------------------
Michael J. Koss
/s/ Robert Feitler Director August 29, 2000
- -------------------------------
Robert Feitler
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EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
Page Number in
Sequential Numbering
of all Form 10-K and
Exhibit Exhibit Pages
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3.1 (2) Amended and Restated Articles of Incorporation of the Company *
3.2 (2) By-laws of the Company *
4.1 (2) Rights Agreement between the Company and Firstar Trust Company, as Rights Agent *
4.2 (3) Revolving Credit Agreement dated as of February 27, 1995 by and between the Company *
and M&I Bank, together with Revolving Credit Note
10.1 (5) STRATTEC SECURITY CORPORATION Stock Incentive Plan *
10.2 (6) Employment Agreements between the Company and the identified executive officers *
10.3 (1) (6) Change In Control Agreement between the Company and the identified executive officers *
10.15 (4) STRATTEC SECURITY CORPORATION Economic Value Added Plan for Executive *
Officers and Senior Managers
13.1 Annual Report to Shareholders for the year ended July 2, 2000 12
21 (1) Subsidiaries of the Company *
23 Consent of Independent Public Accountants dated September 18, 2000 46
27 Financial Data Schedule 47
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(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 form the April 2, 1995 Form 10-Q filed on May
17, 1995.
(4) Incorporated by reference from the July 2, 1995 Form 10-K filed on
September 14, 1995.
(5) Incorporated by reference from the Proxy Statement for the 1997 Annual
Meeting of Shareholders filed on September 10, 1997.
(6) Incorporated by reference from the June 27, 1999 Form 10-K filed on
September 17, 1999.
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EXHIBIT 13.1
[GRAPHIC IMAGE]
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[GRAPHIC IMAGE]
DRIVING FORWARD INTO
THE 21st CENTURY
STRATTEC has been a part of the auto industry since 1915, when we produced our
first ignition lock. Through all the succeeding decades, our product
enhancements and innovations have kept pace with the development of the American
automobile. Now it's a whole new century for the industry; the pace of
development is accelerating. And STRATTEC is moving forward with new
technologies, new partnerships, and exciting new global markets that promise a
bright road ahead.
CONTENTS
Financial Highlights ...................................................... 1
Letter to Shareholders .................................................... 2
Company Description ....................................................... 4
STRATTEC Equipped Vehicle List ............................................ 9
Management's Discussion and Analysis ...................................... 10
Financial Statements ...................................................... 13
Report of Independent Public Accountants .................................. 22
Report of Management ...................................................... 22
Financial Summary ......................................................... 23
Directors/Officers/Shareholders' Information .............................. 24
STRATTEC SECURITY CORPORATION
STRATTEC SECURITY CORPORATION designs, develops, manufactures and markets
mechanical locks, electro-mechanical locks and related access control products
for major automotive manufacturers. Our products are shipped to customer
locations in the United States, Canada, Mexico, Europe and South America, and we
provide full service and aftermarket support. We also supply products for the
heavy truck, recreational vehicle, marine and industrial markets, as well as
precision die castings for the transportation, security and recreational
products industries.
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FINANCIAL HIGHLIGHTS
[GRAPHIC IMAGE]
(In Millions)
- -------------------------------------------------------------------------------
2000 1999 1998
- -------------------------------------------------------------------------------
Net Sales $ 224.8 $ 202.6 $ 186.8
Gross Profit 49.5 46.8 39.9
Income from Operations 29.2 26.6 21.0
Net Income 18.5 17.0 13.5
Total Assets 109.0 128.2 108.0
Total Debt -- -- --
Shareholders' Equity 60.4 82.3 70.4
- -------------------------------------------------------------------------------
(In Millions)
[BAR GRAPH]
ECONOMIC VALUE ADDED (EVA(R))
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 2000, $10.6 million of positive economic value
was generated, an increase of $2.5 million compared to 1999. We continue to
believe that EVA(R) represents STRATTEC's ultimate measure of success and
shareholder value.
Net Operating Profit After Cash-Based Taxes $18.0
Average Net Capital Employed $61.9
Capital Cost 12%
7.4
-------
Economic Value Added $10.6
=======
EVA is a registered trademark of Stern, Stewart & Co.
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A LETTER TO THE SHAREHOLDERS
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
Fellow Shareholders:
February 27, 2000 marked the 5th anniversary of our becoming an independent
entity. It has been an interesting and exciting 5 1/2 years. In addition to the
significant changes that have occurred within our company since that event, the
industry in which we operate has undergone tremendous changes. Rapidly changing
technology and economic forces have conspired to change the face of the
automotive industry and the way it does business. This, too, has had its effect
on our company, as well it should. To date, we have thrived in this dynamic
climate of challenge and change, and we are in a strong position to continue to
evolve successfully as we enter the 21st Century.
The numbers reflected in our Financial Highlights and Financial Statements
show another record year in sales, profits and EVA for our shareholders. In
fact, fiscal 2000 set a number of daily, weekly and monthly records for us in
both quantity shipped and sales numbers. While some of the credit for these new
records can be attributed to higher value mechanical and electro-mechanical
content in our lock products, there is no doubt that we benefited from a very
robust U.S. economy, and an extremely strong vehicle build.
Net sales were $224.8 million, an increase of 11 percent over fiscal 1999.
In addition to product content, mix and volume, our sales numbers benefited from
an extra shipping week in fiscal 2000 compared to fiscal 1999. Net income rose
to $18.5 million compared to fiscal 1999's $17 million. An inhibitor to income
rising at a comparable rate to the sales figures was the very same activity that
set records for both our customers and us. At times during the year, that
activity level strained our available capacity, thus reducing the potential
gains of scale. Nonetheless, our solid earnings, combined with our stock buy
back program, allowed us to deliver diluted earnings per share of $3.65 compared
to $2.94 for the prior year, an increase of 28 percent. And, we created $10.6
million of economic value in excess of our cost of capital. This represents a
$2.5 million improvement over our previous fiscal year's positive EVA!
During the fiscal year, we internally financed a number of activities
intended to put us in a good position for the coming years. This includes
significant rearrangement and enhancement of our production facilities and other
initiatives within our operations to drive greater efficiency, flexibility and
quality. In addition, we aggressively pursued our stock buy back program,
purchasing 1,292,710 shares of company stock during the fiscal year at a cost of
$44.2 million. Even with these expenditures, our balance sheet remains
conservatively strong, with a good cash position to continue pursuing our
strategic initiatives.
In November, 1999 Mr. Donald Klick joined us as Vice President of Business
Operations and an officer of the company with responsibility for our
customer-focused teams. This completes the management realignment we began last
fiscal year.
Last October, we announced an alliance with WiTTE-Velbert Gmbh, a German
manufacturer of vehicle access-control products, including locks and keys. This
alliance provides us an opportunity to simultaneously pursue our two main
strategic opportunities-- globalization and technology advancement in vehicle
access control. These are both subjects we have covered before in our previous
reports to shareholders.
Our alliance with WiTTE (pronounced VIT-uh) is structured with two main
elements. The first is a cross-licensing arrangement which allows us to
manufacture, market and sell WiTTE products in North America, and allows WiTTE
to do the same thing with STRATTEC products in Europe. The second element is a
joint venture company ("JV"), owned 50-50 by STRATTEC and WiTTE. This JV, called
WiTTE-STRATTEC LLC, has two purposes. The first is to be the entity through
which both WiTTE and
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A LETTER TO THE SHAREHOLDERS
[GRAPHIC IMAGE]
STRATTEC make investments in markets outside Europe and North America, thereby
sharing in the risk and reward of such investments. Second, STRATTEC and WiTTE
will combine their product development resources to maximize the efficiency and
speed of our new product development. Any intellectual property which results
from this combined development will become the property of the JV, and available
for both companies to use.
For STRATTEC, the Alliance has several significant benefits. First, we can
immediately expand the portfolio of access control products we offer our North
American customers. In addition to our traditional lock products, these include
WiTTE's technology in hood latches, door latches, rear compartment latches, door
handles, and seat-back latches. Second, it provides us immediate access to
European customers, both affiliates of our existing customers, and new customers
whom we have not been able to adequately service in the past. Third, it puts us
in a position to be seriously considered by our customers as a potential
supplier for their "global" programs.
Additionally, WiTTE's expertise in latches nicely dovetails with our own
internal efforts to expand our product line into electro-mechanical devices that
are uniquely suited to electronic access control systems. Our Advance
Development Group has created a latch mechanism that works at electronic speeds,
thus making it possible for truly seamless and transparent operation to the
user. We believe this latch gives us a distinct competitive advantage which
WiTTE's expertise and experience will help us to pursue.
We are pleased to report that the response to the Alliance by both STRATTEC
and WiTTE customers has been very positive and encouraging.
Even as we prepare for a future which includes more diverse access control
products with electrical/electronic content, we continue to see significant
usage of our locks and key products well into the next decade. This usage
includes more highly-styled, unique and electronically enhanced keys. As
automotive manufacturers strive for greater brand identity and customer
satisfaction, they are recognizing that keys provide a primary interface between
vehicle and driver, and therefore are an important part of the overall
perception of that vehicle. We believe this is an opportunity we are well
positioned to capture.
With the successful execution of our strategies before us, we look forward
to additional exciting progress in our business. We are transitioning into
another millennium, and another iteration of STRATTEC. We thank you for your
past support, and look forward to your continued support and participation in
our future.
Sincerely,
/s/ HAROLD M. STRATTON II /s/ JOHN G. CAHILL
- ------------------------------------ ---------------------------------
Harold M. Stratton II John G. Cahill
Chairman and Chief Executive Officer President and Chief Operating Officer
August, 2000
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COMPANY DESCRIPTION
[GRAPHIC IMAGE]
[STRATTEC LOGO]
2000 STRATTEC Annual Report
BASIC BUSINESS
STRATTEC SECURITY CORPORATION designs, develops, manufactures and markets
mechanical locks, electro-mechanical locks, latches and related access control
products for major North American automotive manufacturers. We also supply these
products for the heavy truck, recreational vehicle, marine and industrial
markets. Through our alliance partner, WiTTE-Velbert Gmbh in Germany, both
companies' access control products are manufactured and marketed globally. We
also provide full service and aftermarket support.
HISTORY
STRATTEC formerly was a division of Briggs & Stratton Corporation. On
February 27, 1995, STRATTEC was spun off from Briggs & Stratton through a
tax-free distribution to the then-existing Briggs shareholders. STRATTEC
received substantially all of the assets and liabilities related to the lock and
key business owned by Briggs & Stratton.
Starting as a division of Briggs & Stratton, and continuing today as a
totally separate and independent company, we have a history in the automotive
lock manufacturing business spanning over 85 years. We have also been in the
zinc die-casting business for more than 75 years. STRATTEC has been the world's
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.
[GRAPHIC IMAGE]
PRODUCTS
Our principal products are locks and keys for cars and trucks. A typical
automobile contains a set of five locks: a steering column/ignition lock, a
glove box lock, two front door locks and a deck lid (trunk) lock. Pickup trucks
typically use three to four locks, while sport utility vehicles and vans use
five to seven locks. Some vehicles have additional locks for under-floor
compartments or folding rear seat latches. T-top locks, spare tire locks,
burglar alarm locks and door locks with illuminated faces also are offered as
options. Usually two keys are provided with each
[GRAPHIC IMAGE]
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COMPANY DESCRIPTION
[GRAPHIC IMAGE]
vehicle lockset. Additional products include zinc die cast steering column lock
housings, and an electronic Vehicle Access Control System (VACS).
VACS is a passive security system for commercial delivery vehicles, and is
an example of our ability to effectively integrate mechanical and electronic
components such as Radio Frequency Identification (RFID) and Hall Effect
sensors.
Through our alliance with WiTTE-Velbert in Germany, we are expanding our
automotive access control product offerings to include hood latches, trunk or
liftgate latches, door latches, door handles, and modules that contain some or
all of these components.
MARKETS
We are a direct supplier to OEM auto and light truck manufacturers,
over-the-road heavy truck manufacturers, and recreational vehicle manufacturers,
as well as other transportation-related manufacturers. For the 2000 model year,
we enjoyed a 65% market share in the North American automotive industry,
supplying locks and keys for approximately 86% of General Motors' production,
66% of Ford's, 98% of DaimlerChrysler's and 89% of Mitsubishi's production. We
also are an OEM components supplier to a wide array of smaller industrial
manufacturers.
Direct sales to various OEMs represent approximately 84% of our total
sales. The remainder of the company's revenue is received primarily through
sales to the OEM service channels, and the locksmith aftermarket.
Sales to our major automotive customers are coordinated through our direct
sales personnel located in our Detroit-area office. Sales also are partially
facilitated through daily interaction between our application engineers located
in Detroit and customer engineering departments. Sales to other OEM customers
are accomplished through a combination of our own sales personnel and
manufacturer representative agencies.
[GRAPHIC IMAGE]
STRATTEC's products are supported by an extensive staff of experienced lock
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 product's 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.
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COMPANY DESCRIPTION
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
The majority of our OEM products are sold in North America. However, our
dominance in the North American market translates into a world market share of
around 20%, making STRATTEC the largest producer of automotive locks and keys in
the world. 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 alliance with WiTTE-Velbert.
OEM service and replacement parts are sold to the OEM's own service
operations. In addition, we distribute our components and security products to
the automotive aftermarket through approximately 75 authorized wholesale
distributors, as well as other marketers and users of component parts, including
export customers. These aftermarket activities are serviced through a
warehousing operation integral to our Milwaukee headquarters and manufacturing
facility.
CUSTOMER FOCUS
Since the majority of the company's sales are to the "Big Three" North
American automotive manufacturers, STRATTEC is organized to assure that our
activities are focused on these major customers and their associated entities.
We have customer-focused teams for General Motors and Delphi Automotive Systems,
for Ford, and for DaimlerChrysler/Mitsubishi. A fourth team deals with programs
associated with our alliance partner, WiTTE-Velbert, while a fifth team handles
our industrial and service customers, including such heavy truck manufacturers
as Peterbilt, Kenworth, Mack, Freightliner, Navistar, and Volvo.
[GRAPHIC IMAGE]
Each of the five teams possesses all of the necessary disciplines required
to meet their customers' needs. Leading each team's efforts are Product Business
Managers who handle the overall coordination of various product programs. The
Product Business Managers work closely with their team's quality engineers, cost
engineers, purchasing agents, internal and external customer service
representatives, service manager, and engineering manager. The engineering
manager in turn helps coordinate the efforts of design engineers, product and
process engineers, component engineers, and electrical engineers.
STRATTEC uses a formalized product development process to identify and meet
customer needs in the shortest possible time. By creating and 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 requirements. STRATTEC is also QS-9000/ISO 9001
certified. This means we embrace the philosophy that quality should exist not
only in the finished product, but in every step of our process as well.
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COMPANY DESCRIPTION
[GRAPHIC IMAGE]
OPERATIONS
The majority of the components that go into our lock products are
manufactured at our main facility and headquarters in Milwaukee, Wisconsin. This
facility also makes zinc die cast components for other manufacturers. Lock
assembly is performed at the Milwaukee location and at our primary assembly
facility, located in Juarez, Mexico.
[GRAPHIC IMAGE]
Milwaukee Headquarters and Manufacturing 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. Among other things, we are
pursuing mechanical as well as electronic products to increase security,
modularization of relate components, and new manufacturing processes to reduce
costs for ourselves and our customers.
[GRAPHIC IMAGE]
STRATTEC de Mexico Assembly Facility
ALLIANCE
Our alliance with WiTTE-Velbert consists of two main initiatives. The first
is a set of cross-licensing agreements which allows STRATTEC to manufacture,
market and sell WiTTE products in North America, and allows WiTTE to
manufacture, market and sell STRATTEC products in Europe. In this way, both
STRATTEC and WiTTE have established international reach for their respective
products and services, while sharing the potential profits of those products
sold outside of their respective home markets.
{GRAPHIC IMAGE]
[WITTE STRATTEC LOGO]
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COMPANY DESCRIPTION
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
The second initiative is the creation of a 50-50 joint venture company,
WiTTE-STRATTEC LLC, which is the corporate entity through which we and WiTTE
will pursue emerging markets outside of Europe and North America. Additionally,
through WiTTE-STRATTEC LLC, the two companies will coordinate the activities of
their respective research and development resources and jointly own the
intellectual property rights for any products that result from the coordinated
activities.
This alliance is operating under a Memorandum of Understanding signed by
the two companies in October of 1999. Legal agreements defining the alliance
relationships are expected to be signed in the fall of 2000.
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 while 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. 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.
ECONOMIC VALUE COMMITMENT
The underlying philosophy of our business, and the means by which we
measure our performance, is Economic Value Added (EVA(R)). 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(R). In line
with this philosophy, EVA(R) bonus plans are in effect for our associates and
our outside directors as an incentive to help positively drive the business.
STRATTEC's significant market share is the result of an eight-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.
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VEHICLE LIST
[GRAPHIC IMAGE]
2001 VEHICLES
We're proud of the quality vehicles that use STRATTEC components. They
include over-the-road trucks like Peterbilt, Kenworth, Mack, Freightliner,
Navistar and Volvo. Recreational vehicles like Winnebago, Coachmen, Jayco and
Fleetwood. And the following model year 2001 cars and light trucks:
CARS
Buick Century Chrysler LHS Mercury Sable
Buick Regal Chrysler/Plymouth Prowler Mitsubishi Eclipse
Cadillac Eldorado Chrysler Sebring Mitsubishi Galant
Chevrolet Camaro Dodge Intrepid Oldsmobile Alero
Chevrolet Cavalier Dodge Neon Oldsmobile Intrigue
Chevrolet Corvette Dodge Stratus Pontiac Firebird
Chevrolet Impala Dodge Viper Pontiac Grand Am
Chevrolet Lumina Ford Taurus Pontiac Grand Prix
Chevrolet Malibu GM Impact EV1 Pontiac Sunfire
Chevrolet Monte Carlo Jaguar S-Type Saturn LS
Chrysler Concorde Lincoln Continental
Chrysler 300M Lincoln LS
LIGHT TRUCKS, VANS AND SPORT UTILITY VEHICLES
Cadillac Escalade Dodge Ram Pickup GMC Sonoma Pickup
Chevrolet Astro Dodge Ram Van/Wagon GMC Yukon
Chevrolet Blazer Ford Excursion GMC Yukon XL
Chevrolet Silverado Pickup Ford Expedition Isuzu Hombre Pickup
Chevrolet Express Ford Explorer Jeep Cherokee
Chevrolet S-10 Pickup Ford Explorer Sport Jeep Grand Cherokee
Chevrolet Suburban Ford Explorer Sport Trac Jeep Wrangler
Chevrolet Tahoe Ford F-Series Pickup Lincoln Navigator
Chevrolet Venture Ford Ranger Pickup Mazda B-Series Pickup
Chrysler Town & Country GMC Envoy Mercury Mountaineer
Chrysler Voyager GMC Denali Mercury Villager
Dodge Caravan/Grand Caravan GMC Jimmy Nissan Quest
Dodge Dakota Pickup GMC Safari Oldsmobile Bravada
Dodge Durango GMC Savana Oldsmobile Silhouette
Dodge Ramcharger GMC Sierra Pickup Pontiac Montana
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MANAGEMENT'S DISCUSSION AND ANALYSIS
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
The following Discussion and Analysis should be read in conjunction with the
Company's Financial Statements and Notes thereto. Unless otherwise indicated,
all references to years refer to fiscal years.
RESULTS OF OPERATIONS
2000 COMPARED TO 1999
Net sales were $224.8 million in 2000, an increase of 11 percent compared
to net sales of $202.6 million in 1999. The current year included one additional
shipping week which contributed to the overall sales growth. Sales to General
Motors Corporation and Delphi Automotive Corporation increased 10 percent to
$100.5 million as a result of increased unit production by these customers. In
addition, labor disruptions at General Motors Corporation during July 1998
reduced sales to this customer by an estimated $3 million during the prior year
September quarter. Sales to DaimlerChrysler Corporation increased 14 percent to
$35.1 million. The increase was primarily due to increased vehicle production
schedules and higher value mechanical and electrical content in the locksets the
Company supplies. Sales to Mitsubishi Motor Manufacturing of America increased
to $9.4 million in 2000 compared to $2.2 in 1999. This increase is due to an
increase in the Company's share of this customer's production requirements with
the launch of the 2000 Eclipse. Sales to the Ford Motor Company were comparable
to the prior year.
Gross profit as a percentage of net sales was 22.0 percent in 2000 compared
to 23.1 percent in 1999. The lower gross margin is the result of several factors
including higher production start-up costs relating to the launch of the new
model year 2000 vehicles, investment in process changes, facilities
rearrangement and training associated with Lean Manufacturing initiatives,
product mix, and increased U.S. dollar costs at the Company's Mexico assembly
facility. The major portion of the facilities rearrangement will be completed
over the next 3 months. Benefits are beginning to be realized in the form of
cost reduction, inventory reduction and the enhanced ability to meet continually
increasing customer requirements for productivity and quality. The increased
U.S. dollar costs at the Company's Mexico assembly facility are the result of
the appreciation of the Mexican peso and higher wage inflation in comparison to
the prior year. The inflation rate in Mexico for the 12 months ended June 2000
was approximately 10 percent while the U.S. dollar/Mexican peso exchange rate
fell to approximately 9.5 in 2000, from approximately 9.8 in 1999. The Company
believes the exchange rate will become more favorable in the last half of
calendar 2000. In addition, the average cost of zinc per pound, which the
Company uses at a rate of approximately 1 million pounds per month, increased to
approximately $.55 in 2000, from approximately $.52 in 1999.
Engineering, selling and administrative expenses were $20.3 million, or 9.0
percent of net sales in 2000, compared to $20.2 million, or 10.0 percent of net
sales in 1999. Current year expense levels reflect the favorable impact of
moving the Company's service aftermarket warehouse and distribution to the
Milwaukee facility in April 1999. Also, included in current year expenses are
development activities associated with new products and the Company's
globalization activities with its alliance partner, WiTTE-Velbert GmbH & Co. KG.
Income from operations was $29.2 million in 2000, compared to $26.6 million
in 1999, reflecting the increased sales volume as previously discussed above.
The effective income tax rate in 2000 was 39 percent compared to 38.1
percent in 1999. The increase is due to an increase in the state effective tax
rate. The overall effective rate differs from the federal statutory tax rate
primarily due to the effects of state income taxes.
RESULTS OF OPERATIONS
1999 COMPARED TO 1998
Net sales were $202.6 million in 1999, an increase of 8 percent compared to
net sales of $186.8 million in 1998. Sales to DaimlerChrysler Corporation
increased $5.0 million or 19 percent. Sales to the Ford Motor Company
increased $6.1 million or 13 percent. Sales to these customers increased
primarily due to increased unit production by these customers and a more
favorable product mix. Sales to General Motors Corporation were relatively
consistent with the prior year levels. Labor disruptions at General Motors
Corporation reduced sales to this customer by an estimated $3 million during
both fiscal 1999 (first quarter) and 1998 (fourth quarter). General Motors
Corporation completed its spinoff of Delphi Automotive Systems in May 1999.
Sales to Delphi Automotive Systems totaled $2.8 million in the month of June
1999 and were previously reported as sales to General Motors
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MANAGEMENT'S DISCUSSION AND ANALYSIS
[GRAPHIC IMAGE]
Corporation. The Company also began production volume shipments totaling
approximately $2.2 million to Mitsubishi Motor Manufacturing of America early in
the current fiscal year in support of the launch of the 1999 Gallant. This is
the Company's initial program with Mitsubishi.
Gross profit as a percentage of net sales was 23.1 percent in 1999 compared
to 21.4 percent in 1998. Several factors contributed to the improvement in the
gross profit margins, including increased production volumes resulting in more
favorable absorption of fixed overhead costs and a favorable mix of higher
margin products. The prior year included a charge of $750,000 related to cash
payments to the Company's represented employees upon ratification of a new
collective bargaining agreement. Additional improvement in the gross profit
margin resulted from the cost of zinc, which the Company uses at a rate of
approximately 1 million pounds per month, being substantially lower in the
current year as compared to the prior year. The average price per pound was
approximately $.52 in fiscal 1999 compared to approximately $.68 in fiscal 1998.
Also contributing to the improved gross profit margin was the devaluation of the
Mexican peso during the first quarter of the current fiscal year, which resulted
in lower U.S. dollar costs for the Mexican assembly operation. The rate of
inflation in Mexico during the 12 months ended September 1998 was approximately
14 percent. However, the average U.S. dollar/Mexican peso exchange rate
increased to approximately 9.50 in the first quarter of the current fiscal year
from approximately 7.85 in the first quarter of the prior year.
Engineering, selling and administrative expenses were $20.2 million, or
10.0 percent of net sales in 1999, compared to $18.9 million, or 10.1 percent of
net sales in 1998. The increase was primarily related to the addition of
associates to support current and future programs and the related recruiting and
relocation costs.
Income from operations was $26.6 million in 1999, compared to $21.0 million
in 1998, reflecting the increased sales volume and improved gross margin as
previously discussed above.
The effective income tax rate in fiscal 1999 was 38.1 percent compared to
37 percent in fiscal 1998. The increase is due to an increase in the federal
statutory tax rate resulting from higher net income levels as well as an
increase in the state effective tax rate. The overall effective rate differs
from the federal statutory tax rate primarily due to the effects of state income
taxes.
LIQUIDITY AND
CAPITAL RESOURCES
The Company generated cash from operating activities of $34.9 million in
2000 compared to $27.5 million in 1999. The increased generation of cash is due
to several factors including increased sales levels as previously discussed and
increases in inventories and accounts payable in support of increased production
activities. In addition, the Company's investment in accounts receivable
decreased by approximately $7.3 million at July 2, 2000, as compared to June 27,
1999, primarily due to the timing of periodic payments received from OEM
customers and a decrease in outstanding billings for customer tooling.
Capital expenditures in 2000 were $9.4 million, compared to $8.8 million in
1999. Expenditures were primarily in support of requirements for new product
programs and the upgrade and replacement of existing equipment. The Company
anticipates that capital expenditures will be approximately $10 million in
fiscal 2001, primarily in support of requirements for new product programs and
the upgrade and replacement of existing equipment.
The Board of Directors of the Company has authorized a stock repurchase
program to buy back up to 2,389,395 outstanding shares. A total of 1,675,710
shares have been repurchased as of July 2, 2000, at a cost of approximately
$53.4 million. Additional repurchases may occur from time to time. Funding for
the repurchases was provided primarily from cash flow from operations and to a
lesser extent from borrowings under existing credit facilities.
The Company has a $25.0 million unsecured, revolving credit facility (the
"Credit Facility"). There were no outstanding borrowings under the Credit
Facility at July 2, 2000. Interest on borrowings under the Credit Facility are
at varying rates based, at the Company's option, on the London Interbank
Offering Rate, the Federal Funds Rate, or the bank's prime rate. The Credit
Facility contains various restrictive covenants including covenants that require
the Company to maintain minimum levels for certain financial ratios such as
tangible net worth, ratio of indebtedness to tangible net worth and fixed charge
coverage. The
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MANAGEMENT'S DISCUSSION AND ANALYSIS
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
Company believes that the Credit Facility will be adequate, along with cash flow
from operations, to meet its anticipated capital expenditure, working capital
and operating expenditure requirements.
The Company has not been significantly impacted by inflationary pressures
over the last several years, except for zinc and Mexican assembly operations as
noted elsewhere in this Management's Discussion and Analysis.
MEXICAN OPERATIONS
The Company has assembly operations in Juarez, Mexico. Since December 28,
1998, and prior to December 30, 1996, the functional currency of the Mexican
operation has been the Mexican peso. The effects of currency fluctuations result
in adjustments to the U.S. dollar value of the Company's net assets and to the
equity accounts in accordance with Statement of Financial Accounting Standard
(SFAS) No. 52, "Foreign Currency Translation." During the period December 30,
1996, to December 27, 1998, the functional currency of the Mexican operation was
the U.S. dollar, as Mexico was then considered to be a highly inflationary
economy in accordance with SFAS No. 52. The effect of currency fluctuations in
the remeasurement process was included in the determination of income. The
effect of the December 28, 1998, functional currency change was not material to
the financial results of the Company.
OTHER
On October 19, 1999, the Company announced that it had signed a Memorandum
of Understanding with E. WiTTE Verwaltungsgesellschaft GMBH, and its operating
unit, WiTTE-Velbert GmbH & Co. KG ("WiTTE"), which details the intent to form a
strategic alliance and joint venture. WiTTE, of Velbert, Germany, is a privately
held, QS 9000 and VDA 6.1 certified automotive supplier with sales of over DM300
million in its last fiscal year. WiTTE designs, manufactures and markets
components including locks and keys, hood latches, rear compartment latches,
seat back latches, door handles and specialty fasteners. WiTTE's primary market
for these products has been Europe. The proposed WiTTE-STRATTEC alliance
provides for the manufacture, distribution and sale of WiTTE products by the
Company in North America, and the manufacture, distribution and sale of the
Company's products by WiTTE in Europe. Additionally, a joint venture company in
which each company holds a 50 percent interest has been established to seek
opportunities to manufacture and sell both companies' products in other areas of
the world. These activities do not have a material impact on the July 2, 2000,
financial statements.
PROSPECTIVE INFORMATION
A number of the matters and subject areas discussed in this Annual Report
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's Discussion and Analysis. 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 and costs of operations.
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CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS)
[GRAPHIC IMAGE]
Years Ended
-----------------------------------------------
July 2, 2000 June 27, 1999 June 28, 1998
------------- ------------- -------------
NET SALES $ 224,817 $ 202,625 $ 186,805
Cost of goods sold 175,322 155,821 146,865
----------- ----------- -----------
GROSS PROFIT 49,495 46,804 39,940
Engineering, selling, and
administrative expenses 20,254 20,191 18,925
----------- ----------- -----------
INCOME FROM OPERATIONS 29,241 26,613 21,015
Interest income 1,056 1,132 351
Interest expense -- -- (19)
Other income (expense), net 52 (239) 73
----------- ----------- -----------
INCOME BEFORE PROVISION FOR
INCOME TAXES 30,349 27,506 21,420
Provision for income taxes 11,836 10,491 7,931
----------- ----------- -----------
NET INCOME $ 18,513 $ 17,015 $ 13,489
=========== =========== ===========
EARNINGS PER SHARE:
BASIC $ 3.75 $ 3.02 $ 2.36
=========== =========== ===========
DILUTED $ 3.65 $ 2.94 $ 2.30
=========== =========== ===========
The accompanying notes are an integral part of these consolidated statements.
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CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
July 2, 2000 June 27, 1999
------------ -------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 13,915 $ 28,611
Receivables, less allowance for doubtful
accounts of $250 at July 2, 2000,
and June 27, 1999 28,731 36,063
Inventories 14,342 13,804
Customer tooling in progress 4,248 3,758
Future income tax benefits 2,092 2,525
Other current assets 3,273 2,522
--------- ---------
Total current assets 66,601 87,283
PROPERTY, PLANT, AND EQUIPMENT, NET 42,381 40,911
--------- ---------
$ 108,982 $ 128,194
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 19,694 $ 17,386
Accrued liabilities:
Payroll and benefits 10,394 9,961
Environmental 2,770 2,820
Income taxes 47 201
Other 1,196 2,054
--------- ---------
Total current liabilities 34,101 32,422
DEFERRED INCOME TAXES 299 512
BORROWINGS UNDER REVOLVING CREDIT FACILITY -- --
ACCRUED PENSION OBLIGATIONS 9,839 8,669
ACCRUED POSTRETIREMENT OBLIGATIONS 4,293 4,246
SHAREHOLDERS' EQUITY
Common stock, authorized 12,000,000 shares
$.01 par value, issued 6,120,788 shares
at July 2, 2000, and 5,945,298 shares at
June 27, 1999 61 59
Capital in excess of par value 47,924 43,999
Retained earnings 67,964 49,451
Accumulated other comprehensive loss (2,239) (2,081)
Less: Treasury stock, at cost (1,668,179 shares at
July 2, 2000 and 378,788 shares at June 27, 1999) (53,260) (9,083)
--------- ---------
Total shareholders' equity 60,450 82,345
--------- ---------
$ 108,982 $ 128,194
========= =========
The accompanying notes are an integral part of these consolidated balance
sheets.
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CONSOLIDATED STATEMENTS OF CHANGE IN EQUITY (IN THOUSANDS)
[GRAPHIC IMAGE]
Accumulated
Capital in Other
Common Excess of Retained Comprehensive Treasury Comprehensive
Stock Par Value Earnings Loss Stock Income
----------- ----------- ----------- ----------- ----------- ------------
BALANCE,
JUNE 29, 1997 $58 $41,094 $18,947 ($1,863) ($2,143)
Net income - - 13,489 - - $13,489
Translation adjustments - - - - - -
-----------
Comprehensive income $13,489
===========
Purchase of common stock - - - - (591)
Exercise of stock options,
including tax benefit
of $399 1 1,395 - - 11
----------- ----------- ----------- ----------- -----------
BALANCE,
JUNE 28, 1998 59 42,489 32,436 (1,863) (2,723)
Net income - - 17,015 - - $17,015
Translation adjustments - - - (218) - (218)
-----------
Comprehensive income $16,797
===========
Purchase of common stock - - - - (6,416)
Exercise of stock options,
including tax benefit
of $415 - 1,510 - - 56
----------- ----------- ----------- ----------- -----------
BALANCE,
JUNE 27, 1999 59 43,999 49,451 (2,081) (9,083)
=========== =========== =========== =========== ===========
Net income - - 18,513 - - $18,513
Translation adjustments - - - (158) - (158)
-----------
Comprehensive income $18,355
===========
Purchase of common stock - - - - (44,230)
Exercise of stock options,
including tax benefit
of $1,109 2 3,925 - - 53
----------- ----------- ----------- ----------- -----------
BALANCE,
JULY 2, 2000 $61 $47,924 $67,964 $(2,239) $(53,260)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated statements.
15
18
CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
Years Ended
---------------------------------------------
July 2, 2000 June 27, 1999 June 28, 1998
------------ ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 18,513 $ 17,015 $ 13,489
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 7,576 7,107 6,776
Loss on disposition of property,
plant and equipment 254 463 168
Deferred taxes 392 (7) 561
Change in operating assets and liabilities:
(Increase) decrease in receivables 7,294 (10,788) 4,330
(Increase) decrease in inventories (538) 1,158 (83)
(Increase) decrease in other assets (1,284) 4,510 (1,727)
Increase in accounts payable
and accrued liabilities 2,957 8,156 2,859
Other, net (260) (92) (422)
-------- -------- --------
Net cash provided by
operating activities 34,904 27,522 25,951
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment (9,357) (8,831) (7,450)
Proceeds received on sale of property,
plant and equipment 7 15 70
-------- -------- --------
Net cash used in investing activities (9,350) (8,816) (7,380)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments of borrowings under revolving credit
facility -- -- (5,037)
Purchase of common stock (44,230) (6,416) (591)
Exercise of stock options 3,980 1,567 1,407
-------- -------- --------
Net cash used in financing activities (40,250) (4,849) (4,221)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (14,696) 13,857 14,350
CASH AND CASH EQUIVALENTS
Beginning of year 28,611 14,754 404
-------- -------- --------
End of year $ 13,915 $ 28,611 $ 14,754
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Income taxes paid $ 10,880 $ 9,882 $ 7,482
Interest paid -- -- 19
The accompanying notes are an integral part of these consolidated statements.
16
19
NOTES TO FINANCIAL STATEMENTS
[GRAPHIC IMAGE]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
STRATTEC SECURITY CORPORATION (the "Company") designs, develops,
manufactures and markets mechanical locks, electro-mechanical locks and related
security products for automotive manufacturers.
The significant accounting policies followed by the Company in the
preparation of these financial statements, as summarized in the following
paragraphs, are in conformity with generally accepted accounting principles.
PRINCIPLES OF CONSOLIDATION AND PRESENTATION: The accompanying financial
statements reflect the consolidated results of the Company, its wholly owned
Mexican subsidiary, and its foreign sales corporation.
Certain amounts previously reported have been reclassified to conform to
the July 2, 2000, presentation. These reclassifications have no effect on
previously reported net income or retained earnings.
FISCAL YEAR: The Company's fiscal year ends on the Sunday nearest June
30. The years ended July 2, 2000, June 27, 1999, and June 28, 1998 are comprised
of 53, 52 and 52 weeks, respectively.
USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS: The fair value of financial
instruments does not materially differ from their carrying values.
CASH AND CASH EQUIVALENTS: Cash and cash equivalents include all
short-term investments with an original maturity of three months or less.
INVENTORIES: Inventories are stated at cost, which does not exceed
market. The last-in, first-out (LIFO) method was used for determining the cost
of the inventories at the end of each period.
Inventories consist of the following (thousands of dollars):
July 2, June 27,
2000 1999
-------- ---------
Finished products $ 3,630 $ 4,439
Work in process 12,374 11,145
Raw materials 1,054 774
LIFO adjustment (2,716) (2,554)
-------- ---------
$ 14,342 $ 13,804
======== =========
CUSTOMER TOOLING IN PROGRESS: The Company accumulates its costs for
development of certain tooling used in component production and assembly. The
costs, which are primarily from third-party tool vendors, are accumulated on the
Company's balance sheet. These amounts then are billed to the customer upon
formal acceptance by the customer of products produced with the individual tool.
PROPERTY, PLANT, AND EQUIPMENT: Property, plant and equipment are stated
at cost, and depreciation is computed using the straight-line method over the
following estimated useful lives:
Expected
Classification 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, June 27,
2000 1999
--------- ----------
Land $ 1,317 $ 1,236
Buildings and improvements 11,205 10,836
Machinery and equipment 77,390 69,447
--------- ----------
89,912 81,519
Less: accumulated
depreciation (47,531) (40,608)
--------- ----------
$ 42,381 $ 40,911
========= ==========
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.
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.
FOREIGN CURRENCY TRANSLATION: Since December 28, 1998, and prior to
December 30, 1996, the functional currency of the Mexican operation has been the
Mexican peso. The effects of currency fluctuations result in adjustments to the
U.S. dollar value of the Company's net assets and to the equity accounts in
accordance with Statement of Financial Accounting Standard
17
20
NOTES TO FINANCIAL STATEMENTS
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
(SFAS) No. 52, "Foreign Currency Translation." During the period December 30
1996, to December 27, 1998, the functional currency of the Mexican operation was
the U.S. dollar, as Mexico was then considered to be a highly inflationary
economy in accordance with SFAS No. 52. The effect of currency fluctuations in
the remeasurement process was included in the determination of net income during
the period. The effect of the December 28, 1998, functional currency change was
not material to the financial results of the Company.
ACCUMULATED OTHER COMPREHENSIVE LOSS: The only component of accumulated
other comprehensive loss is cumulative translation adjustments. Deferred taxes
have not been provided for the translation adjustments in accordance with SFAS
No. 109, "Accounting for Income Taxes."
REVENUE RECOGNITION: Revenue is recognized upon the shipment of products,
net of estimated costs of returns and allowances.
DERIVATIVE INSTRUMENTS: SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," was issued in 1998. The statement
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 is effective for financial statements
for fiscal years beginning after June 15, 2000. Since the Company currently does
not hold any such derivative instruments, this Statement has no impact on the
financial results of the Company.
REVOLVING CREDIT FACILITY
The Company has a $25 million unsecured, revolving credit facility (the
"Credit Facility"), which expires October 31, 2001. 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. There were no outstanding borrowings at July 2, 2000, or June 27, 1999.
There were no borrowings under the credit facility during the years ended July
2, 2000, and June 27, 1999.
The Credit Facility contains various restrictive covenants that require
the Company to maintain minimum levels for certain financial ratios, including
tangible net worth, ratio of indebtedness to tangible net worth and fixed charge
coverage.
ENVIRONMENTAL MATTER
In 1995, the Company recorded a provision of $3.0 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 Company continues to
monitor and evaluate the site and minimal activity has taken place since the
provision was recorded in 1995. The ultimate resolution of this matter is still
unknown. However, management believes, based upon findings-to-date and known
environmental regulations, that the environmental reserve at July 2, 2000, is
adequate to cover any future developments.
INCOME TAXES
The provision for income taxes consists of the following (thousands of
dollars):
2000 1999 1998
---- ---- ----
Currently payable:
Federal $ 8,809 $ 8,106 $ 5,576
State 2,044 1,976 1,323
Foreign 591 416 471
-------- -------- --------
11,444 10,498 7,370
Deferred taxes 392 (7) 561
-------- -------- --------
$ 11,836 $ 10,491 $ 7,931
======== ======== ========
A reconciliation of the U.S. statutory tax rates to the effective tax
rates follows:
2000 1999 1998
---- ---- ----
U.S. statutory rate 35.0% 35.0% 34.8%
State taxes, net of
federal tax benefit 4.5 4.7 4.4
Foreign rate differential (.1) .3 .4
Other (.4) (1.9) (2.6)
-------- -------- --------
39.0% 38.1% 37.0%
======== ======== ========
The components of deferred tax assets and (liabilities) are as follows
(thousands of dollars):
July 2, June 27,
2000 1999
------- --------
Future income tax benefits:
Customer tooling $ 156 $ 195
Payroll-related accruals 507 499
Environmental reserve 1,080 1,100
Other 349 731
-------- --------
$ 2,092 $ 2,525
======== ========
Deferred income taxes:
Accrued pension obligations $ 3,837 $ 3,381
Accumulated depreciation (5,810) (5,549)
Postretirement obligations 1,674 1,656
-------- --------
($299) ($512)
======== ========
Foreign income before the provision for income taxes was not significant
for each of the years indicated.
18
21
NOTES TO FINANCIAL STATEMENTS
[GRAPHIC IMAGE]
RETIREMENT PLANS AND POSTRETIREMENT COSTS
The Company has a noncontributory defined benefit pension plan covering
substantially all U.S. associates. Benefits are based on years of service and
final average compensation. The Company's 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. The Company recognizes the expected cost of
retiree health care benefits during the years that the associates render
service. The postretirement health care plan is unfunded.
The following tables summarize the pension and postretirement plans'
income and expense, funded status, and actuarial assumptions for the years
indicated (thousands of dollars):
Pension Postretirement
Benefits Benefits
-------------------- ---------------------
2000 1999 2000 1999
-------- -------- --------- ---------
CHANGE IN BENEFIT
OBLIGATION:
Benefit obligation
at beginning
of year $ 29,187 $ 26,189 $ 4,500 $ 3,882
Service cost 1,535 1,380 220 206
Interest cost 2,097 1,948 293 289
Settlement of
postretirement
life benefit -- -- (419) --
Actuarial (gain) loss (830) 226 (711) 238
Benefits paid (669) (556) (154) (115)
-------- -------- -------- --------
Benefit obligation
at end of year $ 31,320 $ 29,187 $ 3,729 $ 4,500
-------- -------- -------- --------
CHANGE IN
PLAN ASSETS:
Fair value of plan
assets at
beginning of year $ 29,177 $ 26,364 -- --
Actual return on
plan assets 6,104 2,551 -- --
Employer contributions -- 818 154 115
Benefits paid (669) (556) (154) (115)
-------- -------- -------- --------
Fair value of plan
assets at end of year 34,612 29,177 -- --
-------- -------- -------- --------
Funded status 3,292 (10) (3,729) (4,500)
Unrecognized net gain (12,478) (7,869) (813) (13)
Unrecognized prior
service cost (5) 7 249 260
Unrecognized net
transition asset (648) (797) -- 7
-------- -------- -------- --------
Accrued benefit cost $ (9,839) $ (8,669) $ (4,293) $ (4,246)
======== ======== ======== ========
Pension Postretirement
Benefits Benefits
------------------ ------------------
July 2, June 27, July 2, June 27,
2000 1999 2000 1999
------- ------- ------- --------
WEIGHTED-AVERAGE
ASSUMPTIONS
Discount rate 7.75% 7.25% 7.75% 7.25%
Expected return on
plan assets 8.5% 8.5% n/a n/a
Rate of compensation
increases 4.0% 4.0% n/a n/a
For measurement purposes, a 6 percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 2000; the rate was
assumed to remain at that level thereafter.
Pension Postretirement
Benefits Benefits
------------------ -----------------
2000 1999 2000 1999
------- ------- ------ -------
COMPONENTS OF
NET PERIODIC
BENEFIT COST:
Service cost $ 1,535 $ 1,380 $ 220 $ 206
Interest cost 2,097 1,948 293 289
Expected return
on plan assets (2,193) (1,905) -- --
Amortization of
prior service cost 12 12 16 16
Amortization of
unrecognized
net gain (132) (86) -- --
Amortization of
net transition asset (150) (150) -- 1
------- ------- ------- -------
Net periodic
benefit cost $ 1,169 $ 1,199 $ 529 $ 512
======= ======= ======= =======
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 $ 76 ($63)
Effect on Postretirement
benefit obligation $513 ($436)
All U.S. associates of the Company may participate in a 401(K) Plan. The
Company contributes a fixed percentage of up to the first 6 percent of eligible
compensation that a participant contributes to the plan. The Company's
contributions totaled approximately $679,000 in 2000, $635,000 in 1999 and
$548,000 in 1998.
19
22
NOTES TO FINANCIAL STATEMENTS
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
SHAREHOLDERS' EQUITY
The Company has 12,000,000 shares of authorized common stock, par value
$.01 per share, with 4,452,609 and 5,566,510 shares issued and outstanding at
July 2, 2000, and June 27, 1999, respectively. Holders of Company common stock
are entitled to one vote for each share on all matters voted on by shareholders.
On February 27, 1995, one common stock purchase right (a "right") was
distributed for each share of the Company's common stock outstanding. The rights
are not currently exercisable, but would entitle shareholders to buy one-half of
one share of the Company's common stock at an exercise price of $30 per share if
certain events occurred relating to the acquisition or attempted acquisition of
20 percent or more of the outstanding shares. The rights expire in the year
2005, unless redeemed or exchanged by the Company earlier.
The Board of Directors of the Company authorized a stock repurchase
program to buy back up to 2,389,395 outstanding shares. As of July 2, 2000,
1,675,710 shares have been repurchased at a cost of $53,381,000.
EARNINGS PER SHARE (EPS)
A reconciliation of the components of the basic and diluted per share
computations follows (thousands of dollars, except per share amounts):
2000
-----------------------------
Net Per-Share
Income Shares Amount
-------- -------- ---------
Basic EPS $18,513 4,936 $ 3.75
========
Stock Options 143
--------
Diluted EPS $18,513 5,079 $ 3.65
======== ========
1999
----------------------------
Net Per-Share
Income Shares Amount
-------- -------- ---------
Basic EPS $17,015 5,639 $ 3.02
========
Stock Options 152
--------
Diluted EPS $17,015 5,791 $ 2.94
======== ========
1998
----------------------------
Net Per-Share
Income Shares Amount
-------- -------- ---------
Basic EPS $13,489 5,708 $ 2.36
========
Stock Options 155
--------
Diluted EPS $13,489 5,863 $ 2.30
======== ========
Options to purchase the following shares of common stock were outstanding
as of each date indicated but were not included in the computation of diluted
EPS because the options' exercise prices were greater than the average market
price of the common shares:
Shares Exercise Price
------ --------------
July 2, 2000 80,000 $45.79
78,623 $37.88
5,000 $35.97
June 27, 1999 80,000 $37.88
5,000 $32.13
80,000 $31.98
5,000 $30.81
June 28, 1998 80,000 $31.98
5,000 $31.63
STOCK OPTION AND PURCHASE PLANS
The Company maintains an omnibus stock incentive plan, which provides for
the granting of stock options. The Board of Directors has designated 1,200,000
shares of the Company's common stock available for grant under the plan at a
price not less than the fair market value on the date the option is granted.
Options become exercisable as determined at the date of grant by a committee of
the Board of Directors and expire 5 to 10 years after the date of grant unless
an earlier expiration date is set at the time of grant.
Weighted
Average
Exercise
Shares Price
--------- -----------
Balance as of
June 29, 1997 598,889 $ 14.45
Granted 95,000 $ 31.06
Exercised 78,000 $ 12.67
---------
Balance at
June 28, 1998 615,889 $ 17.23
---------
Granted 110,000 $ 35.44
Exercised 68,148 $ 15.40
Terminated 20,303 $ 25.76
---------
Balance at
June 27, 1999 637,438 $ 20.30
---------
Granted 105,000 $ 43.01
Exercised 175,490 $ 15.72
Terminated 1,377 $ 37.88
---------
Balance at
July 2, 2000 565,571 $ 25.89
=========
Exercisable as of
July 2, 2000 277,661 $ 14.08
Available for grant as
of July 2, 2000 299,041
20
23
NOTES TO FINANCIAL STATEMENTS
[GRAPHIC IMAGE]
During 1997, the Company adopted SFAS No. 123, "Accounting for
Stock-Based Compensation." As permitted by the statement, the Company will
continue to account for its stock-based compensation plans in accordance with
APB Opinion No. 25 and related Interpretations. Accordingly, no compensation
cost related to these plans was charged against earnings in 2000, 1999 and 1998.
Had compensation cost for these plans been determined consistent with SFAS No.
123, the pro forma impact on earnings per share would have been as follows
(thousands of dollars):
July 2, June 27, June 28,
2000 1999 1998
-------- -------- --------
Net income
As reported $18,513 $17,015 $13,489
Pro forma $17,961 $16,464 $13,057
Basic earnings
per share
As reported $3.75 $3.02 $2.36
Pro forma $3.64 $2.92 $2.29
Diluted earnings
per share
As reported $3.65 $2.94 $2.30
Pro forma $3.54 $2.85 $2.24
The fair value of each option grant was estimated as of the date of grant
using the Black-Scholes pricing model. The resulting pro-forma compensation
cost was amortized over the vesting period.
The grant date fair values and assumptions used to determine such impact
are as follows:
Options Granted During 2000 1999 1998
------- ------- -------
Weighted average grant
date fair value $ 43.01 $ 35.44 $ 31.06
Assumptions:
Risk free interest rates 6.18% 5.33% 6.07%
Expected volatility 25.39% 29.09% 30.10%
Expected term (in years) 5.67 5.75 5.75
The range of options outstanding as of July 2, 2000, is as follows:
Weighted
Weighted Average
Number of Average Remaining
Options Exercise Price Contractual
Price Range Outstanding/ Outstanding/ Life
per Share Exercisable Exercisable (in years)
------------- --------------- -------------- -----------
$11.75-$17.05 217,750/217,750 $12.38/$12.38 4.9
$19.28-$31.98 159,198/59,911 $26.97/$20.23 3.1
Over $31.98 188,623/ - $40.58/ - 4.5
---------------- ------------- -----------
565,571/277,661 $25.89/$14.08 4.3
================ ============= ===========
The Company has an Employee Stock Purchase plan to provide substantially
all U.S. full-time associates an opportunity to purchase shares of its 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 the Company's common
stock on the NASDAQ National Market. A total of 100,000 shares may be issued
under the plan. Shares issued from treasury stock under the plan totaled 3,317
at an average price of $34.07 during fiscal 2000, 3,521 at an average price of
$28.79 during fiscal 1999, and 693 at an average price of $29.93 during fiscal
1998. A total of 92,469 shares are available for purchase under the plan as of
July 2, 2000.
EXPORT SALES
Export sales are summarized below (thousands of dollars):
Export Sales Percent of Net Sales
------------ --------------------
2000 $31,745 14%
1999 $27,233 13%
1998 $22,330 12%
These sales were primarily to vehicle manufacturing plants in Canada and
Mexico.
SALES TO LARGEST CUSTOMERS
Sales to the Company's largest customers were as follows (thousands of
dollars and percent of total net sales):
2000 1999 1998
Sales % Sales % Sales %
-------------- --------------- ---------------
General Motors
Corporation $68,985 31% $ 88,938 44% $ 86,721 46%
Ford Motor
Company 54,498 24% 52,241 26% 46,136 25%
DaimlerChrysler
Corporation 35,055 16% 30,757 15% 25,966 14%
Delphi Automotive
Systems 31,487 14% 2,788 1% - -
---------------- --------------- ---------------
$190,025 85% $174,724 86% $158,823 85%
================ =============== ===============
21
24
ACCOUNTANTS AND MANAGEMENT REPORTS
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF STRATTEC SECURITY CORPORATION:
We have audited the accompanying consolidated balance sheets of STRATTEC
SECURITY CORPORATION and subsidiaries, as of July 2, 2000, and June 27, 1999,
and the related consolidated statements of income, changes in equity and cash
flows for each of the three years in the period ended July 2, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the 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 financial statements referred to above present
fairly, in all material respects, the financial position of STRATTEC SECURITY
CORPORATION and subsidiaries as of July 2, 2000, and June 27, 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended July 2, 2000, in conformity with accounting principles
generally accepted in the United States.
/s/ Arthur Andersen LLP
- -----------------------
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
August 2, 2000
REPORT OF MANAGEMENT
The management of STRATTEC SECURITY CORPORATION is responsible for the
fair presentation and integrity of the financial statements and other
information contained in this Annual Report. We rely on a system of internal
financial controls to meet the responsibility of providing financial statements.
The system provides reasonable assurances that assets are safeguarded, that
transactions are executed in accordance with management's authorization and that
the financial statements are prepared in accordance with generally accepted
accounting principles, including amounts based upon management's best estimates
and judgments.
The financial statements for each of the years covered in this Annual
Report have been audited by independent auditors, who have provided an
independent assessment as to the fairness of the financial statements.
The Audit Committee of the Board of Directors meets with management and
the independent auditors to review the results of their work and to satisfy
itself that their responsibilities are being properly discharged. The
independent auditors have full and free access to the Audit Committee and have
discussions with the committee regarding appropriate matters, with and without
management present.
/s/ Harold M. Stratton II /s/ John G. Cahill /s/ Patrick J. Hansen
- ------------------------- ------------------------ ------------------------
Harold M. Stratton II John G. Cahill Patrick J. Hansen
Chairman and President and Vice President and
Chief Executive Officer Chief Operating Officer Chief Financial Officer
22
25
FINANCIAL SUMMARY
[GRAPHIC IMAGE]
FIVE-YEAR FINANCIAL SUMMARY
The financial data for each period presented below reflects the
consolidated results of the Company and its wholly owned subsidiaries. The
information below should be read in conjunction with "Management's 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
-------------------------------------------------------------
2000 1999 1998 1997 1996
--------- --------- --------- --------- ----------
INCOME STATEMENT DATA
Net sales $ 224,817 $ 202,625 $ 186,805 $ 159,054 $ 139,745
Gross profit 49,495 46,804 39,940 33,319 29,231
Engineering, selling, and
administrative expenses 20,254 20,191 18,925 17,684 16,632
--------- --------- --------- --------- ---------
Income from operations 29,241 26,613 21,015 15,635 12,599
Interest income 1,056 1,132 351 4 22
Interest expense -- -- (19) (214) (363)
Other income (expense), net 52 (239) 73 125 286
--------- --------- --------- --------- ---------
Income before taxes 30,349 27,506 21,420 15,550 12,544
Provision for income taxes 11,836 10,491 7,931 5,730 4,830
--------- --------- --------- --------- ---------
Net income $ 18,513 $ 17,015 $ 13,489 $ 9,820 $ 7,714
========= ========= ========= ========= =========
Earnings per share:
Basic $ 3.75 $ 3.02 $ 2.36 $ 1.72 $ 1.33
Diluted $ 3.65 $ 2.94 $ 2.30 $ 1.70 $ 1.32
BALANCE SHEET DATA
Net working capital $ 32,500 $ 54,861 $ 42,953 $ 32,399 $ 21,181
Total assets 108,982 128,194 107,998 95,669 82,818
Long-term liabilities 14,132 12,915 12,138 16,000 10,937
Equity 60,450 82,345 70,398 56,093 48,298
QUARTERLY FINANCIAL DATA (UNAUDITED)
Market Price
Earnings Per Share
Per Share ----------------
Quarter Net Sales Gross Profit Net Income Basic Diluted High Low
------- --------- ------------ ---------- --------------- -----------------
2000 First $ 49,667 $ 10,688 $3,708 $.67 $.65 36 3/4 31 1/2
Second 56,726 12,749 4,944 .98 .95 36 7/8 32 5/8
Third 54,539 11,988 4,390 .94 .91 35 3/4 31
Fourth 63,885 14,070 5,471 1.20 1.17 35 7/8 32 1/2
-------- -------- -------- ----- -----
TOTAL $224,817 $ 49,495 $18,513 $3.75 $3.65
======== ======== ======== ===== =====
1999 First $ 40,362 $ 8,835 $2,813 $.49 $.48 32 1/4 25 3/4
Second 54,529 12,373 4,662 .83 .81 31 3/4 20
Third 51,220 12,071 4,471 .79 .77 33 7/8 27 3/4
Fourth 56,514 13,525 5,069 .91 .88 37 3/8 26
-------- -------- -------- ----- -----
TOTAL $202,625 $ 46,804 $ 17,015 $3.02 $2.94
======== ======== ======== ===== =====
Registered shareholders of record at July 2, 2000, were 3,541.
23
26
DIRECTORS/OFFICERS/SHAREHOLDERS INFORMATION
[GRAPHIC IMAGE]
2000 STRATTEC Annual Report
BOARD OF DIRECTORS
HAROLD M. STRATTON II, 52
Chairman and Chief
Executive Officer.
ROBERT FEITLER, 69
Former President and
Chief Operating Officer
of Weyco Group, Inc.
Chairman of the Executive
Committee and Director
of Weyco Group, Inc.
Trustee of ABN.AMRO Funds
MICHAEL J. KOSS, 46
President and Chief
Executive Officer of
Koss Corporation.
Director of Koss Corporation.
FRANK J. KREJCI, 50
President and Chief
Executive Officer of
Wisconsin Furniture, LLC.
JOHN G. CAHILL, 43
President, and Chief
Operating Officer
[PHOTO]
STRATTEC Board of Directors: (left to right) Frank J. Krejci, Michael J. Koss,
Harold M. Stratton II, John G. Cahill, Robert Feitler
EXECUTIVE OFFICERS
HAROLD M.
STRATTON II, 52
JOHN G. CAHILL, 43
PATRICK J. HANSEN, 41
Vice President-
Chief Financial Officer,
Treasurer and Secretary.
MICHAEL R. ELLIOTT, 44
Vice President-
Global Market Development.
GERALD L. PEEBLES, 57
Vice President-
General Manager
STRATTEC de Mexico.
DONALD J. HARROD, 56
Vice President-
Engineering
DONALD P. KLICK, 48
Vice President-
Business Operations
SHAREHOLDERS INFORMATION
ANNUAL MEETING
The Annual Meeting of Shareholders will convene at 2 p.m. (CST) on October 24,
2000, at the Manchester East Hotel, 7065 North Port Washington Road, Milwaukee.
COMMON STOCK
STRATTEC SECURITY CORPORATION common stock is traded on the NASDAQ National
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 West Good Hope Road, Milwaukee, WI 53209.
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
Firstar Trust Company
P.O. Box 2077
Milwaukee, WI 53201
414-905-5000
24
27
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28
STRATTEC SECURITY CORPORATION
3333 West Good Hope Road
Milwaukee, WI 53209
Phone:414-247-3333 Fax: 414-247-3329
www.strattec.com
1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form 10-K of our report dated August 2, 2000, included in the
Company's Annual Report to Shareholders of STRATTEC SECURITY CORPORATION for the
fiscal year ended July 2, 2000. It should be noted that we have not audited any
financial statements of the Company subsequent to July 2, 2000 or performed any
audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 18, 2000.
1
5
1,000
YEAR
JUL-02-2000
JUN-28-1999
JUL-02-2000
13,915
0
28,981
250
14,342
66,601
89,912
47,531
108,982
34,101
0
0
0
61
60,389
108,982
224,817
224,817
175,322
175,322
0
43
0
30,349
11,836
18,513
0
0
0
18,513
3.75
3.65
