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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2002
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
WISCONSIN 39-1804239
(State of Incorporation) (I.R.S. Employer Identification No.)
3333 WEST GOOD HOPE ROAD, MILWAUKEE, WI 53209
(Address of Principal Executive Offices)
(414) 247-3333
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common stock, par value $0.01 per share: 3,755,647 shares outstanding as of
September 29, 2002.
STRATTEC SECURITY CORPORATION
FORM 10-Q
September 29, 2002
INDEX
Page
Part I - FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Results
of Operations and Financial Condition 7-12
Item 3 Quantitative and Qualitative Disclosures About Market Risk 12
Item 4 Controls and Procedures 12
Part II - OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2 Changes in Securities and Use of Proceeds 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
2
Item 1 Financial Statements
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
Three Months Ended
------------------
September 29, September 30,
2002 2001
------------- -------------
(unaudited)
Net sales $ 47,906 $ 49,455
Cost of goods sold 36,553 39,373
--------- ----------
Gross profit 11,353 10,082
Engineering, selling and administrative
expenses 4,611 4,768
--------- ----------
Income from operations 6,742 5,314
Interest income 98 155
Other income (expense), net (203) 331
--------- ----------
Income before provision for income taxes 6,637 5,800
Provision for income taxes 2,456 2,146
--------- ----------
Net income $ 4,181 $ 3,654
--------- ----------
Earnings per share:
Basic $ 1.08 $ .90
========= ==========
Diluted $ 1.06 $ .88
========= ==========
Average shares outstanding:
Basic 3,877 4,081
Diluted 3,946 4,153
The accompanying notes are an integral part of these condensed
consolidated statements.
3
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)
September 29, June 30,
2002 2002
------------- -------------
ASSETS (unaudited)
Current Assets:
Cash and cash equivalents $ 17,164 $ 34,956
Receivables, net 32,682 27,860
Inventories-
Finished products 3,175 2,395
Work in process 9,519 7,909
Raw materials 691 427
LIFO adjustment (2,425) (2,489)
--------- ---------
Total inventories 10,960 8,242
Customer tooling in progress 2,874 3,499
Other current assets 7,811 7,690
--------- ---------
Total current assets 71,491 82,247
Deferred Income Taxes 469 469
Investment in Joint Venture 369 393
Property, plant and equipment 100,703 100,028
Less: accumulated depreciation (63,396) (61,497)
--------- ---------
Net property, plant and equipment 37,307 38,531
--------- ---------
$ 109,636 $ 121,640
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 15,923 $ 15,291
Payroll and benefits 7,100 9,725
Environmental 2,726 2,730
Other accrued liabilities 5,365 3,779
--------- ---------
Total current liabilities 31,114 31,525
Accrued Pension and Postretirement Obligations 15,876 15,448
Shareholders' Equity:
Common stock, authorized 12,000,000 shares $.01 par value,
issued 6,495,780 shares 65 65
Capital in excess of par value 59,430 59,425
Retained earnings 100,775 96,594
Accumulated other comprehensive loss (2,515) (2,440)
Less: Treasury stock, at cost (2,740,133 shares at September 29,
2002 and 2,364,145 shares at June 30, 2002) (95,109) (78,977)
--------- ---------
Total shareholders' equity 62,646 74,667
--------- ---------
$ 109,636 $ 121,640
========= =========
The accompanying notes are an integral part of these condensed
consolidated balance sheets.
4
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Three Months Ended
------------------
September 29, September 30,
2002 2001
------------- -------------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,181 $ 3,654
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 1,963 2,068
Change in operating assets and liabilities:
(Increase) decrease in receivables (4,841) 1,902
Increase in inventories (2,718) (3,754)
Decrease in other assets 449 713
Increase in accounts payable and
accrued liabilities 100 4,394
Tax benefit from options exercised -- 520
Other, net 7 (240)
---------- ----------
Net cash (used in) provided by operating activities (859) 9,257
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (797) (892)
---------- ----------
Net cash used in investing activities (797) (892)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (16,136) (2,004)
Exercise of stock options -- 2,658
---------- ----------
Net cash (used in) provided by financing activities (16,136) 654
---------- ----------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (17,792) 9,019
CASH AND CASH EQUIVALENTS
Beginning of period 34,956 15,298
---------- ----------
End of period $ 17,164 $ 24,317
========== ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid $ 708 $ 450
Interest paid -- --
The accompanying notes are an integral part of these
condensed consolidated statements.
5
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF FINANCIAL STATEMENTS
STRATTEC SECURITY CORPORATION (the "Company") designs, develops,
manufactures and markets mechanical locks, electro-mechanical locks and related
access-control products for North American and global automotive manufacturers.
The accompanying financial statements reflect the consolidated results of the
Company, its two wholly owned Mexican subsidiaries, and its foreign sales
corporation.
In the opinion of management, the accompanying unaudited financial
statements contain all adjustments, which are of a normal recurring nature,
necessary to present fairly the financial position as of September 29, 2002, and
the results of operations and cash flows for the period then ended. All
significant intercompany transactions have been eliminated. Interim financial
results are not necessarily indicative of operating results for an entire year.
These financial statements and notes thereto should be read in conjunction
with the financial statements and notes thereto included in the Company's 2002
Annual Report.
EARNINGS PER SHARE (EPS)
A reconciliation of the components of the basic and diluted per-share
computations follows (in thousands, except per share amounts):
Three Months Ended
------------------
September 29, 2002 September 30, 2001
------------------ ------------------
Net Per-Share Net Per-Share
Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------
Basic Earnings Per Share $4,181 3,877 $1.08 $3,654 4,081 $0.90
===== =====
Stock Options 69 72
----- -----
Diluted Earnings Per Share $4,181 3,946 $1.06 $3,654 4,153 $0.88
===== ===== ===== =====
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:
Exercise
Period Ended Shares Price
------------ ------ -----
September 29, 2002 80,000 $58.59
September 30, 2001 80,000 $45.79
80,000 $45.44
80,000 $43.07
78,623 $37.88
5,000 $35.97
COMPREHENSIVE INCOME
The following table presents the Company's comprehensive income (in
thousands):
Three Months Ended
------------------
September 29, 2002 September 30, 2001
------------------ ------------------
Net Income $4,181 $3,654
Change in Cumulative Translation
Adjustments, net (75) (339)
------ ------
Total Comprehensive Income $4,106 $3,315
====== ======
6
Item 2
STRATTEC SECURITY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following Management's Discussion and Analysis should be read in
conjunction with the Company's accompanying Financial Statements and Notes
thereto and the Company's 2002 Annual Report. Unless otherwise indicated, all
references to years refer to fiscal years.
Analysis of Results of Operations
Three months ended September 29, 2002 compared to the three months ended
September 30, 2001
Net sales for the three months ended September 29, 2002 were $47.9
million, a decrease of 3 percent compared to net sales of $49.5 million for the
three months ended September 30, 2001. The current quarter sales were affected
by several factors. Higher overall customer vehicle production as compared to
the prior year was offset by the elimination of certain mechanical and
electronic content within the Company's lockset products to help reduce vehicle
cost. In addition, the prior year quarter sales included the after-effects of a
June 2001 strike at the Company's Milwaukee facility, which resulted in
approximately $1.5 million of past due June orders being shipped in addition to
regular quarterly orders. The change in sales to the Company's largest customers
in the current quarter compared to the prior year quarter include General Motors
Corporation at $14.7 million compared to $15.7 million, Delphi Corporation at
$6.7 million compared to $7.1 million, DaimlerChrysler Corporation at $8.3
million compared to $8.7 million, Ford Motor Company at $9.4 million compared to
$8.9 million and Mitsubishi Motor Manufacturing of America, Inc. at $2.4 million
compared to $2.7 million.
Gross profit as a percentage of net sales was 23.7 percent in the current
quarter compared to 20.4 percent in the prior year quarter. The improvement is
primarily due to the Company's on-going manufacturing process improvements at
its Milwaukee, Wisconsin and Juarez, Mexico facilities along with a favorable
Mexican peso to U.S. dollar exchange rate. In addition, during the early part of
the prior year quarter, additional costs were incurred to expedite past due
orders and rebuild inventories depleted during the June 2001 strike at the
Milwaukee facility that reduced gross profit margins by approximately 2 percent.
Engineering, selling and administrative expenses were $4.6 million in the
current quarter, which is consistent with expenses of $4.8 million in the prior
year quarter.
Income from operations was $6.7 million in the current quarter, compared
to $5.3 million in the prior year quarter. The increase is the result of the
improved gross profit margin discussed above.
The effective income tax rate for the current quarter was 37.0 percent,
which is consistent with the prior year quarter. 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 used $.9 million in cash for operating activities during the
three months ended September 29, 2002 compared to generating cash of $9.3
million in the three months ended September 30, 2001. The change in cash usage
is primarily due to an increase in accounts receivable in the current quarter as
opposed to a decrease in the prior year quarter, which is the result of normal
timing of payments from the Company's customers. In addition, there was minimal
change in accounts payable and accrued liabilities in the current quarter as
compared to an increase in the prior year quarter. The prior quarter increase
was the result of the timing of purchases from vendors and related payments in
accordance with normal payment terms.
7
Accounts receivable increased $4.8 million to $32.7 million at September
29, 2002 compared to $27.9 million at June 30, 2002. The increase is due to
normal timing of payments from the Company's customers. Inventories increased by
approximately $2.7 million at September 29, 2002, as compared to June 30, 2002,
as a result of increased production volumes and the build-up of inventory in
support of production shipment requirements related to new 2003 model year
launches.
Capital expenditures during the three months ended September 29, 2002 were
$797,000 compared to $892,000 during the three months ended September 30, 2001.
The Company anticipates that capital expenditures will be approximately $6
million in 2003, primarily in support of requirements for new product programs
and the upgrade or replacement of existing equipment.
The Board of Directors of the Company has authorized a stock repurchase
program to buy back up to 3,039,395 outstanding shares. A total of 2,752,192
shares have been repurchased as of September 29, 2002, at a cost of
approximately $95.3 million. During the quarter ended September 29, 2002,
376,200 shares were repurchased at a cost of approximately $16.1 million.
Additional repurchases may occur from time to time. Funding for the repurchases
was provided by cash flow from operations.
The Company has a $20.0 million unsecured, revolving credit facility (the
"Credit Facility"), which expires October 31, 2003. The Company previously had
an additional $30 million under this Credit Facility, which expired October 31,
2002. The Company is currently in the process of negotiating a new credit
facility. There were no outstanding borrowings under the Credit Facility at
September 29, 2002. Interest on borrowings under the Credit Facility are at
varying rates based, at the Company's option, on the London Interbank offering
rate, the Federal Funds Rate, or the bank's prime rate. The Credit Facility
contains various restrictive covenants including covenants that require the
Company to maintain minimum levels for certain financial ratios such as tangible
net worth, ratio of indebtedness to tangible net worth and fixed charge
coverage. The Company believes that the Credit Facility is 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 fluctuations in the market price of
zinc, which the Company uses at a rate of approximately 1 million pounds per
month, and inflation in Mexico, which impacts the U.S. dollar costs of the
Mexican assembly operations.
Mexican Operations
The Company has separate assembly and key finishing operations in Juarez,
Mexico. Since December 28, 1998, 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."
Joint Ventures
On November 28, 2000, the Company signed certain alliance agreements with
E. WITTE Verwaltungsgesellschaft GMBH, and its operating unit, WITTE-Velbert
GmbH & Co. KG ("WITTE"). WITTE, of Velbert, Germany, is a privately held, QS
9000 and VDA 6.1 certified automotive supplier with sales of 200 million EUROs
in their 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 WITTE-STRATTEC alliance provides a set of
cross-licensing agreements 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 ("WITTE-STRATTEC LLC") 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 outside of North America and
Europe.
8
In November 2001, WITTE-STRATTEC do Brasil, a joint venture formed between
WITTE-STRATTEC LLC and Ifer Estamparia e Ferramentaria Ltda. was formed to
service customers in South America. On March 1, 2002, WITTE-STRATTEC LLC
completed the formation of WITTE-STRATTEC China, a joint venture between
WITTE-STRATTEC LLC and a unit of Elitech Technology Co. Ltd. of Taiwan.
WITTE-STRATTEC China, located in Fuzhou, People's Republic of China, will be the
base of operations to service the Company's automotive customers in the Asian
market.
The joint ventures are accounted for on the equity basis of accounting.
The activities related to the joint ventures did not have a material impact on
the September 29, 2002 or September 30, 2001 financial statements.
Critical Accounting Policies and Estimates
The Company believes the following represents its critical accounting policies:
Pension and Post-Retirement Health Benefits -- The determination of the
obligation and expense for pension and post-retirement health benefits is
dependent on the selection of certain assumptions used by actuaries in
calculating such amounts. Those assumptions include, among others, the discount
rate, expected long term rate of return on plan assets and rates of increase in
compensation and health care costs. In accordance with accounting principles
generally accepted in the United States of America, actual results that differ
from these assumptions are accumulated and amortized over future periods. While
the Company believes that the assumptions used are appropriate, significant
differences in the actual experience or significant changes in the assumptions
may materially affect the pension and post-retirement health obligations and
future expense.
Other Reserves -- The Company has reserves such as an environmental
reserve, returns reserve, incurred but not reported claim reserves for
self-insured health plans, and a repair and maintenance supply parts reserve.
These reserves require the use of estimates and judgement with regard to risk
exposure, ultimate liability, and net realizable value. The Company believes
such reserves are estimated using consistent and appropriate methods. However,
changes to the assumptions could materially affect the recorded reserves.
Recently Issued Accounting Pronouncement
In July 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which is effective for fiscal years beginning after December
15, 2001. The provisions of this Statement provide a single accounting model for
impairment of long-lived assets. The adoption of SFAS No. 144 is not expected to
have a material impact on the Company's financial position or its results of
operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit Activities," which is effective for fiscal years beginning
after December 31, 2002. The provisions of this Statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred as opposed to the date management commits to an
exit plan. The adoption of SFAS No. 146 is not expected to have an impact on the
Company's financial position or its results of operations.
Risk Factors
The Company understands it is subject to the following risk factors based on its
operations and the nature of the automotive industry in which it operates:
Loss of Significant Customers or Vehicle Content -- Sales to General
Motors Corporation, Ford Motor Company, DaimlerChrysler Corporation and Delphi
Corporation represent approximately 85 percent of the Company's annual sales.
The contracts with these customers provide for supplying the customer's
requirements for a particular model. The contracts do not specify a specific
quantity of parts. The contracts typically cover the life of a model, which
averages approximately 4 to 5 years. Certain customer models may also be market
9
tested annually. Therefore, the loss of any one of these customers, the loss of
a contract for a specific vehicle model, reduction in vehicle content,
technological changes or a significant reduction in demand for certain key
models could have a material adverse effect on the Company's existing and future
revenues and net income.
Cost Reduction -- There is continuing pressure from the Company's major
customers to reduce costs, including the cost of components purchased from
outside suppliers. If the Company is unable to generate sufficient production
cost savings in the future to offset programmed price reductions, the Company's
gross margin and profitability would be adversely affected.
Cyclicality and Seasonality in the Automotive Market -- The automotive
market is highly cyclical and is dependent on consumer spending. Economic
factors adversely affecting consumer demand for automobiles and automotive
production could adversely impact the Company's revenues and net income. The
Company typically experiences decreased revenue and operating income during the
first fiscal quarter of each year due to the impact of scheduled customer plant
shut-downs in July and new model changeovers.
Foreign Operations -- As discussed under Joint Ventures, the Company has
joint venture investments in both Brazil and China. These operations are
currently not material. However, as these operations expand, their success will
depend, in part, on the ability to anticipate and effectively manage certain
risks inherent in international operations including: enforcing agreements and
collecting receivables through certain foreign legal systems, payment cycles of
foreign customers, compliance with foreign tax laws, general economic and
political conditions in these countries, and compliance with foreign laws and
regulations.
Currency Exchange Rate Fluctuations -- The Company incurs a portion of its
expenses in Mexican pesos. Exchange rate fluctuations between the U.S. dollar
and the Mexican peso could have an adverse effect on financial results.
Sources of and Fluctuations in Market Prices 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 of raw
materials are reliable and adequate for its needs. However, the development of
future sourcing issues related to the availability of these materials as well as
significant fluctuations in the market prices of these materials may have an
adverse affect on the Company's financial results.
Disruptions Due to Work Stoppages and Other Labor Matters -- The Company's
major customers and many of their suppliers have unionized work forces. Work
stoppages or slow-downs experienced by the Company's customers or their
suppliers could result in slow-downs or closures of assembly plants where the
Company's products are included in assembled vehicles. For example, strikes by
the United Auto Workers led to a shut-down of most of General Motors
Corporation's North American assembly plants in June and July of 1998. A
material work stoppage experienced by one or more of the Company's customers
could have an adverse effect on the Company's business and its financial
results. In addition, all production associates at the Company's Milwaukee
facility are unionized. A 16-day strike by these associates in June 2001
resulted in increased costs by the Company as all salaried associates worked
with additional outside resources to produce the components necessary to meet
customer requirements. The current contract with the unionized associates is
effective through June 26, 2005. The Company may encounter further labor
disruption after the effective date of this contract and may also encounter
unionization efforts in its other plants or other types of labor conflicts, any
of which could have an adverse effect on the Company's business and its
financial results.
Environmental and Safety Regulations -- The Company is subject to federal,
state, local and foreign laws and other legal requirements related to the
generation, storage, transport, treatment and disposal of materials as a result
of its manufacturing and assembly operations. These laws include the Resource
Conservation and Recovery Act (as amended), the Clean Air Act (as amended), and
the Comprehensive Environmental Response, Compensation and Liability Act (as
amended). The Company has an environmental management system that is
10
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. An environmental reserve was
established in 1995 for estimated costs to remediate a site at the Company's
Milwaukee facility that was contaminated by a former above-ground solvent
storage tank, located on the east side of the facility. The contamination
occurred in 1985. This is being monitored in accordance with federal, state and
local requirements. 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.
Highly Competitive Automotive Supply Industry -- The automotive component
supply industry is highly competitive. Some of the Company's competitors are
companies, or divisions or subsidiaries of companies, that are larger than the
Company and have greater financial and other resources. The Company's products
may not be able to compete successfully with the products of these other
companies, which could result in loss of customers and, as a result, decreased
revenues and profitability. In addition, the Company's competitive position in
the North American automotive component supply industry could be adversely
affected in the event that it is unsuccessful in making strategic acquisitions,
alliances or establishing joint ventures that would enable it to expand
globally. The Company principally competes for new business at the beginning of
the development of new models and upon the redesign of existing models by its
major customers. New model development generally begins two to five years prior
to the marketing of such new models to the public. The failure to obtain new
business on new models or to retain or increase business on redesigned existing
models could adversely affect the Company's business and financial results. In
addition, as a result of relatively long lead times for many of its components,
it may be difficult in the short-term for the Company to obtain new sales to
replace any unexpected decline in the sale of existing products. The Company may
incur significant product development expense in preparing to meet anticipated
customer requirements which may not be recovered.
Program Volume and Pricing Fluctuations -- The Company incurs costs and
makes capital expenditures for new program awards based upon certain estimates
of production volumes over the anticipated program life for certain vehicles.
While the Company attempts to establish the price of its products for variances
in production volumes, if the actual production of certain vehicle models is
significantly less than planned, the Company's revenues and net income may be
adversely affected. The Company cannot predict its customers' demands for the
products it supplies either in the aggregate or for particular reporting
periods.
Investments in Customer Program Specific Assets -- The Company makes
investments in machinery and equipment used exclusively to manufacture products
for specific customer programs. This machinery and equipment is capitalized and
depreciated over the expected useful life of each respective asset. Therefore,
the loss of any one of the Company's major customers or specific vehicle models
could result in impairment in the value of these assets and have a material
adverse effect on the Company's financial results.
Prospective Information
A number of the matters and subject areas discussed in this Form 10-Q
contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements may be identified by
the use of forward-looking words or phrases such as "anticipate," "believe,"
"would," "expect," "intend," "may," "planned," "potential," "should," "will,"
and "could." These include expected future financial results, product offerings,
global expansion, liquidity needs, financing ability, planned capital
expenditures, management's or the Company's expectations and beliefs, and
similar matters discussed in 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.
11
The Company's business, operations and financial performance are subject
to certain risks and uncertainties, which could result in material differences
in actual results from the Company's current expectations. These risks and
uncertainties include, but are not limited to, general economic conditions, in
particular, relating to the automotive industry, customer demand for the
Company's and its customers' products, competitive and technological
developments, customer purchasing actions, foreign currency fluctuations, costs
of operations and other matters described under "Risk Factors" above.
Shareholders, potential investors and other readers are urged to consider these
factors carefully in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements. The
forward-looking statements made herein are only made as of the date of this Form
10-Q and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances
occurring after the date of this Form 10-Q.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
The Company does not utilize financial instruments for trading purposes
and holds no derivative financial instruments which would expose the Company to
significant market risk. The Company has not had outstanding borrowings since
December 1997. The Company has been in an investment position since this time
and expects to remain in an investment position for the foreseeable future.
There is therefore no significant exposure to market risk for changes in
interest rates. The Company is subject to foreign currency exchange rate
exposure related to the Mexican assembly operations.
Item 4 Controls and Procedures
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's chief executive officer and
chief financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rules 13a-14 and
15d-14 of the Securities Exchange Act of 1934, as amended). Based upon that
evaluation, the chief executive officer and chief financial officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be
included in the Company's periodic SEC filings.
There have been no significant changes in the Company's internal
controls or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.
12
Part II
Other Information
Item 1 Legal Proceedings - None
Item 2 Changes in Securities and Use of Proceeds - None
Item 3 Defaults Upon Senior Securities - None
Item 4 Submission of Matters to a Vote of Security Holders - None
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
3.1* Amended and Restated Articles of Incorporation of the
Company
3.2* By-Laws of the Company
4.1* Rights Agreement dated as of February 6, 1995 between the
Company and Firstar Trust Company, as Rights Agent
99.1 Certification Pursuant to 18 U.S.C. Section 1350
(b) Reports on Form 8-K
The Company filed a Form 8-K dated August 28, 2002, filed with
the Securities and Exchange Commission on August 28, 2002, to
report pursuant to Item 9, the submission to the Securities
and Exchange Commission of the certification by the Company's
chief executive officer and chief financial officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, for the Company's Annual
Report on Form 10-K for the year ended June 30, 2002.
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* Incorporated by reference to Amendment No. 2 to the Company's Form 10 filed on
February 6, 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STRATTEC SECURITY CORPORATION (Registrant)
Date: November 5, 2002 By /S/ Patrick J. Hansen
----------------------
Patrick J. Hansen
Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Accounting and Financial Officer)
13
CERTIFICATION
I, Harold M. Stratton II, certify that:
1. I have reviewed this quarterly report on Form 10-Q of STRATTEC SECURITY
CORPORATION;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintain disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 5, 2002
/s/ Harold M. Stratton II
------------------------------------
Harold M. Stratton II,
Chairman and Chief Executive Officer
14
CERTIFICATION
I, Patrick J. Hansen, certify that:
1. I have reviewed this quarterly report on Form 10-Q of STRATTEC SECURITY
CORPORATION;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintain disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date: November 5, 2002
/s/ Patrick J. Hansen
------------------------------------
Patrick J. Hansen,
Chief Financial Officer
15