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UNITED STATES
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 June 30, 2002.
[ ] 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
--------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
---------------------------------------------
(Address of principal executive offices)
(414) 247-3333
(Registrant's telephone number, including area code)
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
----------------------------
(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. [ X ]
The aggregate market value of the voting Common Stock held by non-affiliates of
the registrant as of July 31, 2002 was approximately $161,612,000 (based upon
the last reported sale price of the Common Stock at July 31, 2002 on the NASDAQ
National Market). On July 31, 2002, there were outstanding 3,915,623 shares of
$.01 par value Common Stock.
Documents Incorporated by Reference
Part of the Form 10-K
Document into which incorporated
-------- -----------------------
Portions of the Annual Report to
Shareholders for the fiscal year
ended June 30, 2002. I, II, IV
Portions of the Proxy Statement
dated August 28, 2002, for the Annual
Meeting of Shareholders to be held
on October 8, 2002. II, III
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PART I
ITEM 1. BUSINESS
The information set forth under "Company Description" which appears on pages 5
through 10 of the Company's 2002 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 25 of the Company's 2002 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 and passive start.
Vehicle access modules that pre-assemble and pre-test individual components
allow assembly cost reductions at the original equipment manufacturer and the
potential for the introduction of different components.
Innovations in alternative materials could potentially eliminate the need for
grease and hexavalent chromiom, reduce mass and offer potential cost reductions
for suppliers and original equipment manufacturers.
These technologies benefit the Company by increasing the potential customer base
as a tier 2 supplier while attaining tier 1 status on some product lines and
adding additional product line availability.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The primary raw materials used by the Company are high-grade zinc, brass, steel
and plastic resins. These materials are generally available from a number of
suppliers, but the Company has chosen to concentrate its sourcing with one
primary vendor for each commodity. The Company believes its sources for raw
materials are very reliable and adequate for its needs. The Company has not
experienced any significant long term supply problems in its operations and does
not anticipate any significant supply problems in the foreseeable future. See
further discussion under "Risk Factors" included on page 14 of the Company's
2002 Annual Report to Shareholders, which is incorporated herein by reference.
PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY
The Company believes that the success of its business will not only result from
the technical competence, creativity and marketing abilities of its employees
but also from the protection of its intellectual property through patents,
trademarks and copyrights. As part of its ongoing research, development and
manufacturing activities, the Company has a policy of seeking patents on new
products, processes and improvements when appropriate. The Company owns 27
issued United States patents, with expirations occurring between 2010 and 2019.
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 Corporation, Ford Motor Company, and DaimlerChrysler
Corporation. These four customers accounted for approximately 82 percent to 85
percent of the Company's total net sales in each fiscal year 2000 through 2002.
Further information regarding sales
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to the Company's largest customers is set forth under "Risk Factors" included on
page 13 of the Company's 2002 Annual Report to Shareholders and "Sales and
Receivable Concentration" included on page 25 of the Company's 2002 Annual
Report to Shareholders, both of which are incorporated herein by reference.
The products sold to these customers are model specific, fitting only certain
defined applications. Consequently, the Company is highly dependent on its major
customers for their business, and on these customers' ability to produce and
sell vehicles which utilize the Company's products. The Company has enjoyed
relationships with General Motors Corporation, DaimlerChrysler Corporation, Ford
Motor Company, and Delphi Corporation in the past, and expects to do so in the
future. However, a significant change in the purchasing practices of, or a
significant loss of volume from, one or more of these customers could have a
detrimental effect on the Company's financial performance.
SALES AND MARKETING
The Company provides its customers with engineered locksets and steering column
housings, 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 and housings are designed concurrently
with the vehicle. Therefore, commitment to the Company as the production source
occurs 1 to 3 years prior to the start of production. The Company employs an
engineering staff that assists in providing design and technical solutions to
its customers. The Company believes that its engineering expertise is a
competitive advantage and contributes toward its strong market position.
The typical process used by automotive manufacturers in selecting a lock or
housing 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 automotive
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 or housing production costs while still offering a wide range of
technical support, the Company utilizes assembly and component manufacturing
operations in Mexico, which results in lower labor costs as compared to the
United States.
As locks become more sophisticated and involve additional electronics,
competitors with specific electronic expertise may emerge to challenge the
Company. To address this, the Company is strengthening its electrical
engineering knowledge and service. It is also working with several electronics
suppliers to jointly develop and supply these advanced products.
The Company's lockset and housing competitors include Huf North America,
Ushin-Ortech, Tokai-Rika, Alpha-Tech Valeo, Methode, Intermet, Delphi
Corporation and Omron. For additional information related to competition, see
the information set forth under "Risk Factors" included on page 14 of the
Company's 2002 Annual Report to Shareholders, which is incorporated herein by
reference.
RESEARCH AND DEVELOPMENT
The Company engages in research and development activities pertinent to
automotive access control. A major area of focus for research is the expanding
role of vehicle access via electronic interlocks and modes of communicating
authorization data between consumers and vehicles. Development activities
include new products, applications and product performance improvement. In
addition, specialized data collection equipment is developed to facilitate
increased product development efficiency and continuous quality improvements.
For fiscal years 2002, 2001, and 2000, the Company spent $2,550,000, $2,380,000,
and $2,306,000, respectively, on research and development. The Company
3
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.
CUSTOMER TOOLING
The Company incurs costs related to tooling used in component production and
assembly. See the information set forth under "Customer Tooling in Progress"
included on page 20 of the Company's 2002 Annual Report to Shareholders, which
is incorporated herein by reference.
ENVIRONMENTAL COMPLIANCE
As is the case with other manufacturers, the Company is subject to federal,
state, local and foreign laws and other legal requirements relating to the
generation, storage, transport, treatment and disposal of materials as a result
of its housing, lock and key manufacturing and assembly operations. These laws
include the Resource Conservation and Recovery Act (as amended), the Clean Air
Act (as amended), the Clean Water Act of 1990 (as amended) and the Comprehensive
Environmental Response, Compensation and Liability Act (as amended). The Company
has an environmental management system that is ISO-14001 certified. The Company
believes that its existing environmental management system is adequate and it
has no current plans for substantial capital expenditures in the environmental
area.
As discussed in "Commitments and Contingencies" included on page 21 of the
Company's 2002 Annual Report to Shareholders, which is incorporated herein by
reference, a site at the Company's Milwaukee facility is contaminated by a
solvent spill from an above-ground solvent storage tank, located on the east
side of the facility, which occurred in 1985. This is being monitored.
The Company does not currently anticipate any materially adverse impact on its
financial statements or competitive position as a result of compliance with
federal, state, local and foreign environmental laws or other legal
requirements. However, risk of environmental liability and charges associated
with maintaining compliance with environmental laws is inherent in the nature of
the Company's business and there is no assurance that material liabilities or
charges could not arise.
EMPLOYEES
At June 30, 2002, the Company had approximately 2,415 full-time employees, of
which approximately 460 or 19% percent were represented by a labor union, which
accounts for all production associates at the Company's Milwaukee facility.
During June 2001, there was a 16-day strike by the represented employees at the
Company's Milwaukee facility. Further information regarding the strike, work
stoppages and other labor matters is discussed under "Management's Discussion
and Analysis" which appears on pages 11 through 15 of the Company's 2002 Annual
Report to Shareholders, which is incorporated herein by reference.
ITEM 2. PROPERTIES
The Company has three 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
Juarez, Chihuahua Mexico Subsidiary Offices and Key Finishing Operations.......... 62,000 Leased
El Paso, Texas Finished Goods Warehouse................................. 22,800 Leased**
Troy, Michigan Sales and Engineering Office for Detroit Area........... 6,000 Leased**
- -------
** Leased unit within a complex.
The Company believes 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.
4
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's financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during the fourth
quarter of fiscal 2002.
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
- ------------ --------------------------------
Harold M. Stratton II, 54 Chairman and Chief Executive Officer of the
Company since 1999. President and Chief
Executive Officer of the Company 1995 to 1999.
Vice President of Briggs & Stratton Corporation
and General Manager of the Technologies Division
of Briggs & Stratton Corporation from 1989 to
1995.
John G. Cahill, 45 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.
Patrick J. Hansen, 43 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, 58 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.
Gerald L. Peebles, 59 Vice President and General Manager of Mexican
Operations of the Company since 2002. Vice
President and General Manager of STRATTEC de
Mexico from 1997 to 2001. Vice President -
Operations of the Company 1995 to 1997. Vice
President - Operations of the Technologies
Division of Briggs & Stratton Corporation from
1994 to 1995. Operations Manager - Juarez Plant
of the Technologies Division from 1990 to 1994.
Plant Manager - Juarez Plant of the Technologies
Division from 1988 to 1990.
Kris R. Pfaehler, 47 Vice President -- Marketing & Sales of the
Company since 2001. Vice President -- Business
Development, Talon Automotive Group from 1998 to
2001. Vice President -- Sales & Marketing, Talon
Automotive Group from 1993 to 1998.
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 27 of the Company's 2002 Annual Report to Shareholders is incorporated
herein by reference, and the information set forth in the "Equity Compensation
Plan Information" section on page 16 of the Company's Proxy Statement dated
August 28, 2002, is incorporated herein by reference.
The information set forth under "Revolving Credit Facility" included on page 21
of the Company's 2002 Annual Report to Shareholders is incorporated herein by
reference.
5
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under "Five Year Financial Summary" which appears on
page 27 of the Company's 2002 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 11 through 15 of the Company's 2002 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 Deloitte & Touche
LLP dated July 30, 2002, which appear on pages 16 through 27 of the Company's
2002 Annual Report to Shareholders, are incorporated herein by reference. The
report of Arthur Andersen LLP is included on page 8 in this Form 10-K Report.
The Quarterly Financial Data (unaudited) which appears on page 27 of the
Company's 2002 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On May 30, 2002, the Company dismissed Arthur Andersen LLP as its independent
public accountants and appointed Deloitte & Touche LLP as its new independent
accountants. The decision to dismiss Arthur Andersen LLP and to retain Deloitte
& Touche LLP was recommended by the Company's Audit Committee and approved by
its Board of Directors on May 7, 2002, subject to Deloitte & Touche LLP
completing their internal formal client acceptance procedures. Formal client
acceptance was received by the Company on May 30, 2002.
Arthur Andersen LLP's reports on the Company's consolidated financial statements
for the fiscal years ended July 1, 2001 and July 2, 2000, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years ended July 1, 2001 and July 2,
2000, and the subsequent interim period through May 30, 2002, there were no
disagreements between the Company and Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen
LLP's satisfaction, would have caused them to make reference to the subject
matter of the disagreement in connection with their reports.
None of the reportable events described in Item 304(a) (1) (v) of Regulation S-K
occurred during the fiscal years ended July 1, 2001 and July 2, 2000, and the
subsequent interim period through May 30, 2002.
During the fiscal years ended July 1, 2001 and July 2, 2000, and the subsequent
interim period through May 30, 2002, the Company did not consult with Deloitte &
Touche LLP regarding any of the matters or events set forth in Item 304 (a) (2)
(i) and (ii) of regulation S-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information on pages 2 through 9 of the Company's Proxy Statement, dated
August 28, 2002, 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 4, 5 and 10 through 22 of the Company's Proxy
Statement, dated August 28, 2002, under "Executive Compensation" and
"Compensation of Directors" is incorporated herein by reference.
6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information on pages 6 through 9 of the Company's Proxy Statement, dated
August 28, 2002, under "Security Ownership" is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information on pages 10 through 22 of the Company's Proxy Statement, dated
August 28, 2002, 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)(i) Financial Statements - The following financial statements
of the Company, included on pages 16 through 26 of the
Company's 2002 Annual Report to Shareholders, are
incorporated by reference in Item 8.
Independent Auditors' Report
Consolidated Balance Sheets - as of June 30, 2002 and July
1, 2001
Consolidated Statements of Income - years ended June 30,
2002, July 1, 2001 and July 2, 2000
Consolidated Statements of Stockholders' Equity - years
ended June 30, 2002, July 1, 2001 and July 2, 2000
Consolidated Statements of Cash Flows - years ended June
30, 2002, July 1, 2001 and July 2, 2000
Notes to Financial Statements
(ii) The following is included at page 8 in this Form 10-K
Report.
Report of Independent Public Accountants
(2) Financial Statement Schedule
Page in this
Form 10-K Report
----------------
Report of Independent Public Accountants 9
Independent Auditors' Report 10
Schedule II - Valuation and Qualifying Accounts 11
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 13.
(b) Reports on Form 8-K
During the fourth quarter of 2002, the Company filed the following
Form 8-K Current Report with the United States Securities and
Exchange Commission:
- The Company's current report on Form 8-K dated May 30, 2002,
reporting the Company's change in auditors under Item 4
(Commission File No. 0-25150).
7
This is a copy of a previously issued report by Arthur Andersen LLP. This report
has not been re-issued by Arthur Andersen LLP.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 1, 2001, and July 2, 2000, and
the related consolidated statements of income, changes in equity and cash flows
for each of the three years in the period ended July 1, 2001. 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 1, 2001, and July 2, 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
July 1, 2001, in conformity with accounting principles generally accepted in the
United States.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 30, 2001
8
This is a copy of a previously issued report by Arthur Andersen LLP. This report
has not been re-issued by Arthur Andersen LLP.
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 July 1, 2001. 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,
July 30, 2001.
9
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of STRATTEC SECURITY CORPORATION:
We have audited the consolidated financial statements of STRATTEC SECURITY
CORPORATION and subsidiaries as of June 30, 2002, and for the year then ended
and have issued our report thereon dated July 30, 2002; such consolidated
financial statements and report are included in your 2002 Annual Report to
Shareholders and are incorporated herein by reference. Our audit also included
the consolidated financial statement schedule of STRATTEC SECURITY CORPORATION
for the year ended June 30, 2002, listed in Item 14. This consolidated financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audit. In our opinion, such
consolidated financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
July 30, 2002
10
STRATTEC SECURITY CORPORATION
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 June 30, 2002
Allowance for doubtful accounts $250 $42 $42 $250
==== === === ====
Year ended July 1, 2001
Allowance for doubtful accounts $250 $61 $61 $250
==== === === ====
Year ended July 2, 2000
Allowance for doubtful accounts $250 $43 $43 $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 20, 2002
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 August 20, 2002
- --------------------------- Officer, and Director
Harold M. Stratton II
/s/ John G. Cahill President, Chief Operating August 20, 2002
- ---------------------------- Officer and Director
John G. Cahill
/s/ Frank J. Krejci Director August 20, 2002
- ---------------------------
Frank J. Krejci
/s/ Michael J. Koss Director August 20, 2002
- ---------------------------
Michael J. Koss
/s/ Robert Feitler Director August 20, 2002
- ---------------------------
Robert Feitler
/s/ Patrick J. Hansen Vice President, Chief August 20, 2002
- --------------------------- Financial Officer,
Patrick J. Hansen Secretary and Treasurer
(Principal Financial and
Accounting Officer)
12
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
Page Number in
Sequential Numbering
of all Form 10-K and
Exhibit Exhibit Pages
- ------- -------------
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
4.3 (6) Amendments to Revolving Credit Agreement dated as of February 27, 1995 by and *
between the Company and M&I Bank, together with Revolving Credit Notes
10.1 (4) STRATTEC SECURITY CORPORATION Stock Incentive Plan *
10.2 (5) Employment Agreements between the Company and the identified executive officers *
10.3 (1) (5) Change In Control Agreement between the Company and the identified executive officers *
10.4 Employment Agreement between the Company and Kris Pfaehler
10.5 Change In Control Agreement between the Company and Kris Pfaehler
10.15 Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Executive Officers and Senior Managers
13 Annual Report to Shareholders for the year ended June 30, 2002
21 (1) Subsidiaries of the Company *
23 Independent Auditors' Consent dated August 28, 2002
- -----------------------
(1) Incorporated by reference from Amendment No. 1 to the Form 10 filed on
January 20, 1995.
(2) Incorporated by reference from Amendment No. 2 to the Form 10 filed on
February 6, 1995.
(3) Incorporated by reference from the April 2, 1995 Form 10-Q filed on May 17,
1995.
(4) Incorporated by reference from the Proxy Statement for the 1997 Annual
Meeting of Shareholders filed on September 10, 1997.
(5) Incorporated by reference from the June 27, 1999 Form 10-K filed on
September 17, 1999.
(6) Incorporated by reference from the July 1, 2001 Form 10-K filed on September
4, 2001.
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