e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended June 27, 2010. |
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-25150
STRATTEC SECURITY CORPORATION
(Exact name of registrant as specified in its charter)
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Wisconsin
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39-1804239 |
(State of Incorporation)
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(I.R.S. Employer Identification No.) |
3333 West Good Hope Road, Milwaukee, WI 53209
(Address of principal executive offices)
(414) 247-3333
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered |
Common Stock, $.01 par value
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The NASDAQ Stock Market |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. o Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. o Yes þ No
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. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
o Yes o 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 registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment of this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller Reporting Company þ |
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(do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). o Yes þ No
TABLE OF CONTENTS
The aggregate market value of the voting Common Stock held by non-affiliates of the registrant as
of December 27, 2009 (the last business day of the Registrants most recently completed second
quarter), was approximately $57,977,000 (based upon the last reported sale price of the Common
Stock at December 27, 2009, on the NASDAQ Global Market). Shares of common stock held by any
executive officer or director of the registrant have been excluded from this computation because
such persons may be deemed to be affiliates. This determination of affiliate status is not a
conclusive determination for other purposes.
On August 6, 2010, there were outstanding 3,276,374 shares of the Registrants $.01 par value
Common Stock.
Documents Incorporated by Reference
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Part of the Form 10-K |
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Document |
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into which incorporated |
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Portions of the Annual Report to Shareholders for the
fiscal year ended June 27, 2010 |
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I, II, IV
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Portions of the Proxy Statement dated September 1, 2010, for the
Annual Meeting of Shareholders to be held on October 5, 2010. |
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III
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PROSPECTIVE INFORMATION
A number of the matters and subject areas discussed in this Form 10-K as well as in portions of the
Companys 2010 Annual Report to Shareholders and the Companys Proxy Statement, dated September 1,
2010, which are incorporated herein by reference, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may
be identified by the use of forward-looking words or phrases such as anticipate, believe,
would, expect, intend, may, planned, potential, should, will and could, or the
negative of these terms or words of similar meaning. These statements include matters related to
expected future financial results, product offerings, global expansion, liquidity needs, financing
ability, planned capital expenditures, managements or the Companys expectations and beliefs, and
similar matters discussed, or otherwise incorporated herein by reference, in this Form 10-K. The
discussions of such matters and subject areas are qualified by the inherent risks and uncertainties
surrounding future expectations generally, and also may materially differ from the Companys actual
future experience.
The Companys business, operations and financial performance are subject to certain risks and
uncertainties, which could result in material differences in actual results from the Companys
current expectations. These risks and uncertainties include, but are not limited to, general
economic conditions, in particular relating to the automotive industry, the impact on the Company
of any bankruptcy filings of the Companys key customers, customer demand for the Companys and
its customers products, competitive and technological developments, customer purchasing actions,
foreign currency fluctuations, costs of operations and other matters described under Risk Factors
in the Managements Discussion and Analysis section of the Companys 2010 Annual Report to
Shareholders, which is incorporated herein by reference in Part I, Item 1A of this report and in
the Companys other filings with the Securities and Exchange Commission.
Shareholders, potential investors and other readers are urged to consider these factors carefully
in evaluating the forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. The forward-looking statements made herein are only made as of the
date of this Form 10-K and the Company undertakes no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances occurring after the date
of this Form 10-K.
2
PART I
Item 1. Business
The information set forth under Company Description which appears on pages 5 through 12 of the
Companys 2010 Annual Report to Shareholders is incorporated herein by reference. For information
as to export sales, see the information set forth under Notes to Financial Statements-Export
Sales included on page 43 of the Companys 2010 Annual Report to Shareholders, which is
incorporated herein by reference.
Emerging Technologies
Automotive vehicle access systems, which are both theft deterrent and consumer friendly, are
trending toward electro-mechanical devices. Electronic companies are developing user
identification systems such as bio-systems, card holder (transmitter) systems, etc., while
mechanical locks, keys, housings, and latches are evolving to accommodate electronics. The Company
believes it is positioning itself as a vehicle access control supplier by building its product,
engineering and manufacturing expertise in the required electro-mechanical products, which include
vehicle access latches, keys with remote entry electronic systems, and ignition interface systems
with passive start capabilities.
These technologies benefit the Company by increasing the potential customer base as a Tier 2
supplier while maintaining Tier 1 status on some product lines and adding additional product line
availability.
Sources and Availability of Raw Materials
The Companys primary raw materials are high-grade zinc, brass, magnesium, aluminum and plastic
resins. These materials are generally available from a number of suppliers, but the Company has
chosen to concentrate its sourcing with one primary vendor for each commodity. The Company believes
its sources for raw materials are very reliable and adequate for our needs. The Company has not
experienced any significant long term supply problems in its operations and does not anticipate any
significant supply problems in the foreseeable future. See further discussion under Risk
Factors-Sources of and Fluctuations in Market Prices of Raw Materials included on page 23 of the
Companys 2010 Annual Report to Shareholders, which is incorporated herein by reference.
Patents, Trademarks and Other Intellectual Property
The Company believes that the success of its business will not only result from the technical
competence, creativity and marketing abilities of its employees but also from the protection of its
intellectual property through patents, trademarks and copyrights. As part of its ongoing research,
development and manufacturing activities, the Company has a policy of seeking patents on new
products, processes and improvements when appropriate.
Although, in the aggregate, the intellectual property discussed herein are of considerable
importance to the manufacturing and marketing of many of its products, the Company does not
consider any single patent or trademark or group of patents or trademarks to be material to its
business as a whole, except for the STRATTEC and STRATTEC with logo trademarks.
The Company also relies upon trade secret protection for its confidential and proprietary
information. The Company maintains confidentiality agreements with its key executives. In addition,
the Company enters into confidentiality agreements with selected suppliers, consultants and
associates as appropriate to evaluate new products or business relationships pertinent to the
success of the Company. However, there can be no assurance that others will not independently
obtain similar information and techniques or otherwise gain access to the Companys trade secrets
or that the Company can effectively protect its trade secrets.
Dependence Upon Significant Customers
A very significant portion of the Companys annual sales are to General Motors Company, Ford Motor
Company, and Chrysler Group LLC. These three customers accounted for approximately 67 percent of
the Companys net sales in 2010, and 66 percent of the Companys net sales in both 2009 and 2008.
Further information regarding sales to the Companys largest customers is set forth under the
caption Risk Factors Loss of Significant Customers, Vehicle Content, Vehicle Models and Market
Share and Risk Factors Production Slowdowns for Customers included on page 22 of the Companys
2010 Annual Report to Shareholders and Notes to Financial Statements-Sales and Receivable
Concentration included on page 43 of the Companys 2010 Annual Report to Shareholders, all of
which are incorporated herein by reference.
3
The products sold to these customers are model specific, fitting only certain defined applications.
Consequently, the Company is highly dependent on its major customers for their business, and on
these customers ability to produce and sell vehicles which utilize the Companys products. The
Company has enjoyed good relationships with General Motors Company, Chrysler Group LLC, Ford Motor
Company and other customers in the past, and expects to do so in the future. However, a significant
change in the purchasing practices of, or a significant loss of volume from, one or more of these
customers could have a detrimental effect on the Companys financial performance.
During fiscal year 2009, the Companys major customers, Chrysler LLC, General Motors Corporation
and Ford Motor Company presented long-term viability plans to the United States Government. These
plans focused on reducing North American production capacity, closing facilities, eliminating
certain vehicle models, brands and overall structural costs to operate profitably at a 10 million
vehicle production build level in North America. The above customers have taken steps to implement
these plans over the next couple of years. The overall expectation is that North American vehicle
build schedules will rebound from the historical 27 year low experienced in 2009, but will not
reach the previous production build levels of 15-16 million vehicles per year during the next 5
years. During fiscal 2010, production build levels were 11 million vehicles and we expect fiscal
2011 production build levels to be around 12 million vehicles.
The Companys financial results for the year ended June 28, 2009 reflect the overall weakness in
the U.S. economy, and in particular the sharp decline in vehicle sales and production during the
year. During the quarter ended June 28, 2009, the Companys two largest customers, Chrysler LLC
and General Motors Corporation, filed for Chapter 11 bankruptcy protection for their U.S. legal
entities. Chryslers filing occurred on April 30, 2009, and General Motors filed on June 1, 2009.
Within days of its filing, Chrysler took the unusual step of shutting down all of its North
American manufacturing facilities during May and June 2009. This development was on top of
previously announced General Motors plant shutdowns idling a significant amount of its North
American plant capacity for the purpose of reducing its retail inventory of new vehicles. May and
June of 2009 were therefore extremely slow sales months for the Company, each nearly 45 percent
below the Companys April 2009 sales levels. This slowness extended into July, the first month of
the Companys fiscal 2010 year.
Sales and Marketing
The Company provides its customers with engineered locksets, steering column lock housings,
seatback and secondary latches, power sliding door systems, power liftgate systems, power decklids
and other access products which are unique to specific vehicles. Any given vehicle will typically
take 1 to 3 years of development and engineering design time prior to being offered to the public.
The locksets, lock housings, power liftgates, power sliding door and other power access systems,
and latches are designed concurrently with the vehicle. Therefore, commitment to the Company as the
production source occurs 1 to 3 years prior to the start of production. The Company employs an
engineering staff that assists in providing design and technical solutions to its customers. The
Company believes that its engineering expertise is a competitive advantage and contributes toward
its strong market position. For example, the Company believes it regularly provides innovative
design proposals for its product offerings to its customers that will improve customer access,
vehicle security system quality, theft deterrence and system cost.
The typical process used by automotive manufacturers in selecting a lock, lock housing, power
liftgate, power sliding door and other power access systems, or latch supplier is to offer the
business opportunity to the Company and several of the Companys competitors. Each competitor will
pursue the opportunity, doing its best to provide the customer with the most attractive proposal.
Price pressure is strong during this process but once an agreement is reached, a commitment is made
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. Production quantity releases or quantity commitments are made to that purchase
order for weekly deliveries to the customer. As a consequence and because the Company is a
Just-in-Time supplier to the automotive industry, it does not maintain a backlog of orders in the
classic sense for future production and shipment.
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Competition
The Company competes with domestic and foreign-based competitors on the basis of custom product
design, engineering support, quality, delivery and price. While the number of direct competitors
is currently relatively small, the automotive manufacturers actively encourage competition between
potential suppliers. The Company has a large share of the North American market for its lock and
key, housing, power liftgate, power sliding door, and latch products because of its ability to
provide optimal value, which is a beneficial combination of price, quality, technical support,
program management, innovation and aftermarket support. In order to reduce lockset or housing,
power liftgate, power sliding door, and latch product production costs while still offering a wide
range of technical support, the Company utilizes assembly operations and certain light
manufacturing operations in Mexico, which results in lower labor costs as compared to the United
States.
As locks and keys become more sophisticated and involve additional electronics, competitors with
specific electronic expertise may emerge to challenge the Company. To address this, the Company
has strengthened its electrical engineering knowledge and service. It is also working with several
electronics suppliers to jointly develop and supply these advanced products.
The Companys lockset, housing and power access competitors include Huf North America,
Ushin-Ortech, Tokai-Rika, Alpha-Tech, Valeo, Honda Lock, Shin Chang, Magna, Edscha, Stabilus,
Aisin, Brose, Mitsuba, Ohi, Kiekert, Inteva and Gecom. For additional information related to
competition, see the information set forth under Risk Factors-Highly Competitive Automotive Supply
Industry included on page 24 of the Companys 2010 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 improvements. In
addition, specialized data collection equipment is developed to facilitate increased product
development efficiency and continuous quality improvements. For fiscal years 2010, 2009, and 2008,
the Company spent approximately $900,000, $670,000, and $1.9 million, respectively, on research and
development. The Company believes that, historically, it has committed sufficient resources to
research and development and will continue to invest in the future as required to support
additional product programs associated with both existing and new customers. Patents are pursued
and will continue to be pursued as appropriate to protect the Companys interests resulting from
these activities.
Customer Tooling
The Company incurs costs related to tooling used in component production and assembly. Some of
these costs are reimbursed by customers who then own the tools involved. See the information set
forth under Notes to Financial Statements-Customer Tooling in Progress included on page 31 of the
Companys 2010 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 manufacturing and assembly operations. These laws
include the Resource Conservation and Recovery Act (as amended), the Clean Air Act (as amended),
the Clean Water Act of 1990 (as amended) and the Comprehensive Environmental Response, Compensation
and Liability Act (as amended). The Company has an environmental management system that is
ISO-14001 certified. The Company believes that its existing environmental management system is
adequate and it has no current plans for substantial capital expenditures in the environmental
area.
As discussed in Notes to Financial Statements-Commitments and Contingencies included on page
37 of the Companys 2010 Annual Report to Shareholders, which is incorporated herein by reference,
a site at the Companys Milwaukee facility is contaminated by a solvent spill from a former
above-ground solvent storage tank located on the east side of the facility, which occurred in 1985.
This situation is being monitored by the Company.
The Company does not currently anticipate any materially adverse impact on its financial
statements or competitive position as a result of compliance with Federal, state, local and foreign
environmental laws or other legal requirements. However, risk of environmental liability and
charges associated with maintaining compliance with environmental laws is inherent in the nature of
the Companys business and there is no assurance that material liabilities or charges could not
arise.
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Employees
At June 27, 2010, the Company had approximately 2,280 full-time employees, of which
approximately 208 or 9.1 percent were represented by a labor union, which accounts for all
production associates at the Companys Milwaukee facility. In October 2009, a new contract with
the unionized associates was ratified and is effective through June 29, 2014. During June 2001,
there was a 16-day strike by the represented employees at the Companys Milwaukee facility. Further
information regarding the strike, work stoppages and other labor matters are discussed under Risk
Factors-Disruptions Due to Work Stoppages and Other labor Matters included on pages 23 and 24 of
the Companys 2010 Annual Report to Shareholders, which is incorporated herein by reference.
Available Information
The Company maintains its corporate website at www.strattec.com and makes available, free of
charge, through this website its code of business ethics, annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports that the Company
files with, or furnishes to, the Securities and Exchange Commission (the Commission) as soon as
reasonably practicable after the Company electronically files such material with, or furnishes it
to, the Commission. The Company is not including all the information contained on or available
through its website as a part of, or incorporating such information by reference into, this Annual
Report on Form 10-K. However, this report includes (or incorporates by reference) all material
information about the Company that is included on the Companys website which is otherwise required
to be included in this report.
Item 1A. Risk Factors
The information set forth under Risk Factors which appears on pages 22 through 24 of the
Companys 2010 Annual Report to Shareholders is incorporated herein by reference. The risks
described in the section Risk Factors in the Companys 2010 Annual Report to Shareholders are not
the only risks the Company faces. Additional risks that the Company does not yet know of or that
it currently thinks are immaterial may also impair its business operations. If any of the events
or circumstances described in those risks actually occur, the Companys business, financial
condition or results of operations could be materially adversely affected. In such cases, the
trading price of the Companys common stock could decline.
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Item 1B. |
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Unresolved Staff Comments |
None.
The Company has three manufacturing plants, one warehouse, and one sales office. These
facilities are described as follows:
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Location |
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Owned or Leased |
Milwaukee, Wisconsin
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Headquarters and General Offices; Component
Manufacturing and Service Parts Distribution
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352,000 |
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Owned |
Juarez, Chihuahua Mexico
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Subsidiary Offices and Assembly
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97,000 |
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Owned |
Juarez, Chihuahua Mexico
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Subsidiary Offices, Key Finishing, Injection
Molding and Assembly Operations
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140,000 |
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Owned |
El Paso, Texas
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Finished Goods Warehouse
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38,000 |
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Leased** |
Troy,Michigan
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Sales and Engineering Office
for Detroit Customer Area
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18,900 |
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Leased** |
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Leased unit within a complex. |
The Company believes that its production facilities will be adequate for the foreseeable future.
Item 3. Legal Proceedings
In the normal course of business the Company may be involved in various legal proceedings from
time to time. The Company does not believe it is currently involved in any claim or action the
ultimate disposition of which would have a material adverse effect on the Companys financial
statements.
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Item 4. |
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[Removed and Reserved] |
6
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
The Companys Board of Directors authorized a stock repurchase program on October 16, 1996, and the
program was publicly announced on October 17, 1996. The Board of Directors has periodically
increased the number of shares authorized for repurchase under the program. At June 27, 2010, the
number of shares of the Companys common stock authorized for repurchase under the program totaled
3,839,395. The program currently authorizes the repurchase of the Companys common stock from time
to time, directly or through brokers or agents, and has no expiration date. Over the life of the
repurchase program through June 27, 2010, a total of 3,655,322 shares have been repurchased at a
cost of approximately $136.4 million. No shares were repurchased during the quarter or year ended
June 27, 2010.
The Companys common stock is traded on the NASDAQ Global Market under the symbol STRT.
The information set forth under Financial Summary Quarterly Financial Data (Unaudited) included
on page 48 of the Companys 2010 Annual Report to Shareholders is incorporated herein by reference.
Item 6. Selected Financial Data
The information set forth under Five Year Financial Summary which appears on page 47 of the
Companys 2010 Annual Report to Shareholders is incorporated herein by reference. Such
information should be read along with the Companys financial statements and the notes to those
financial statements and with Managements Discussion and Analysis of Financial Condition and
Results of Operations incorporated by reference elsewhere herein.
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Item 7. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
The information set forth under Managements Discussion and Analysis which appears on pages 13
through 24 of the Companys 2010 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. The Company is exposed to foreign currency exchange rate risk associated with the
Companys foreign operations and fluctuations in the price of raw materials. The Company has
negotiated raw material price adjustments clauses with certain customers to offset some of the raw
material market price fluctuations. The Company does not hedge against the Mexican peso exposure.
See Risk Factors Currency Exchange Rate Fluctuations and Risk Factors Sources of and
Fluctuations in Market Prices of Raw Materials included on page 23 of the Companys 2010 Annual
Report to Shareholders, which is incorporated herein by reference, for more information.
Item 8. Financial Statements and Supplementary Data
The financial statements, together with the report thereon of Deloitte & Touche LLP dated September
1, 2010, the report of management on internal control over financial reporting and the report of
Deloitte & Touche LLP on internal control over financial reporting dated September 1, 2010, which
appear on pages 25 through 46 of the Companys 2010 Annual Report to Shareholders, are incorporated
herein by reference. The reports of Deloitte & Touche LLP and
Grant Thornton LLP are included on pages 11 and 12 in this Form 10-K
Report.
Our quarterly results of operations included under Financial Summary-Quarterly Financial Data
(Unaudited) which appears on page 48 of the Companys 2010 Annual Report to Shareholders is
incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
On February 23, 2010, the Company dismissed Grant Thornton LLP as its independent public
accountants and appointed Deloitte & Touche LLP as its new independent public accountants. The
decision to dismiss Grant Thornton LLP and to retain Deloitte & Touche LLP was approved by the
Companys Audit Committee on February 23, 2010.
Grant Thorntons reports on the Companys consolidated financial statements for each of the fiscal
years ended June 28, 2009 and June 29, 2008 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
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During the Companys two most recent fiscal years and through February 23, 2010, there were no
disagreements with Grant Thornton on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to Grant Thorntons
satisfaction, would have caused them to make reference to the subject matter in connection with
their report on the Companys consolidated financial statements for such years; and there were no
reportable events, as listed in Item 304(a)(1)(v) of SEC Regulation S-K.
During the fiscal years ended June 28, 2009 and June 29, 2008, and the subsequent interim period
through February 23, 2010, the Company did not consult with Deloitte & Touche regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of SEC Regulation S-K.
Item 9A. Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are
designed to ensure that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in the Security and Exchange Commissions rules and forms, and that the
information required to be disclosed by the Company in reports that it files or submits under the
Exchange Act is accumulated and communicated to its management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. The Company carried out an evaluation as of the end of the period covered by this
report, under the supervision and with the participation of the Companys management, including its
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Companys disclosure controls and procedures. Based on such evaluation, the
Companys Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures were effective as the end of the period covered by this report
at reaching a level of reasonable assurance. It should be noted that in designing and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management was necessarily required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. The Company has
designed its disclosure controls and procedures to reach a level of reasonable assurance of
achieving the desired control objectives.
There was no change in the Companys internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June
27, 2010 that has materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting.
The report of management required under this Item 9A is included on page 44 of the Companys 2010
Annual Report to Shareholders under the heading Report on Managements Assessment of Internal
Control over Financial Reporting and is incorporated herein by reference.
The attestation report required under this Item 9A is included on page 45 of the Companys 2010
Annual Report to Shareholders under the heading Report of Independent Registered Public Accounting
Firm and is incorporated herein by reference.
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Item 9B. |
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Other Information |
Not applicable.
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PART III
Item 10. Directors and Executive Officers and Corporate Governance
The information included in the Companys Proxy Statement, dated September 1, 2010, under
Proposal: Election of Director, Corporate Governance Matters-Code of Business Ethics, Audit
Committee Matters-Audit Committee Financial Expert, Executive Officers, Section 16(a)
Beneficial Ownership Reporting Compliance, and Corporate Governance Matters-Director Nominations
is incorporated herein by reference.
The Audit Committee of the Companys Board of Directors is an audit committee for purposes of
Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee
consist of three outside independent Directors, David R. Zimmer, Audit Committee Chairman, Robert
Feitler, and Michael J. Koss.
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Item 11. |
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Executive Compensation |
The information included in the Companys Proxy Statement, dated September 1, 2010, under Director
Compensation and Executive Compensation is incorporated herein by reference.
The information incorporated by reference from Report of Compensation Committee in the Companys
Proxy Statement, dated September 1, 2010, shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be
expressly set forth by specific reference in such filing.
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Item 12. |
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Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters |
The information included in the Companys Proxy Statement, dated September 1, 2010, under Security
Ownership is incorporated herein by reference.
Equity Compensation Plan Information
The following table summarizes share information, as of June 27, 2010, for the Companys Stock
Incentive Plan.
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Number of |
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Number of |
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common shares to be |
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common shares |
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issued upon exercise |
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Weighted-average |
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available for future |
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of outstanding |
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exercise price of |
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|
issuance under |
|
|
|
options, |
|
|
outstanding options, |
|
|
equity |
|
Plan Category |
|
warrants, and rights |
|
|
warrants, and rights |
|
|
compensation plans |
|
Equity compensation
plans approved by
shareholders |
|
|
297,650 |
|
|
$ |
33.01 |
|
|
|
250,893 |
|
Equity compensation
plans not approved
by shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
297,650 |
|
|
$ |
33.01 |
|
|
|
250,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 13. |
|
Certain Relationships and Related Transactions and Director Independence |
The information included in the Companys Proxy Statement, dated September 1, 2010, under
Transactions With Related Persons and Corporate Governance Matters-Director Independence is
incorporated herein by reference.
|
|
|
Item 14. |
|
Principal Accountant Fees and Services |
The information included in the Companys Proxy Statement, dated September 1, 2010, under Audit
Committee Matters-Fees of Independent Registered Public Accounting Firm is incorporated herein by
reference.
9
PART IV
|
|
|
Item 15. |
|
Exhibits and Financial Statement Schedules |
(a) The following documents are filed as part of this report:
|
(1)(i) |
|
Financial Statements The following financial statements of the Company,
included on pages 25 through 46 of the Companys 2010 Annual Report to Shareholders,
are incorporated by reference in Item 8 of this Form 10-K annual report: |
|
|
|
|
Reports of Independent Registered Public Accounting Firm
(Deloitte & Touche LLP) |
|
|
|
|
Consolidated Balance Sheets as of June 27, 2010 and June 28, 2009 |
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss) years ended
June 27, 2010, June 28, 2009 and June 29, 2008 |
|
|
|
|
Consolidated Statements of Shareholders Equity years ended June 27, 2010, June
28, 2009 and June 29, 2008 |
|
|
|
|
Consolidated Statements of Cash Flows years ended June 27, 2010, June 28, 2009 and
June 29, 2008 |
|
|
|
|
Notes to Financial Statements |
|
|
(ii) |
|
The following are included at pages 11 and 12 in this Form 10-K Report. |
|
|
|
|
Report of Independent Registered Public Accounting Firm
(Deloitte & Touche LLP as of June 27, 2010 and for the year
ended June 27, 2010) |
|
|
|
|
Report of Independent Registered Public Accounting Firm
(Grant Thornton LLP as of June 28, 2009 and for each of the two
years in the period ended June 28, 2009) |
|
|
(2) |
|
Financial Statement Schedule |
|
|
|
|
All schedules have been omitted because they are not applicable or are not required, or
because the required information has been included in the Financial Statements or Notes thereto. |
|
|
(3) |
|
Exhibits. See Exhibit Index beginning on
page 14. |
|
(b) |
|
Exhibits |
|
|
|
|
See Exhibit Index and the exhibits attached hereto or previously filed as described in
the Exhibit Index beginning on page 14. |
|
|
(c) |
|
Financial Statement Schedules |
|
|
|
|
None required. |
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
of STRATTEC SECURITY CORPORATION:
We have audited the accompanying consolidated balance sheet of STRATTEC SECURITY CORPORATION and
subsidiaries (the Company) as of June 27, 2010, and the related consolidated statement of
operations and comprehensive income, shareholders equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether 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 audit provides a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of the Company as of June 27, 2010, and the results of their operations and
their cash flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Companys internal control over financial reporting as of June 27, 2010,
based on the criteria established in Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 1,
2010 expressed an unqualified opinion on the Companys internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
September 1, 2010
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders of STRATTEC SECURITY CORPORATION:
We have audited the accompanying consolidated balance sheet of STRATTEC SECURITY CORPORATION (a
Wisconsin Corporation) and subsidiaries, collectively the Company, as of June 28, 2009 and the
related statements of operations, shareholders equity, and cash flows for each of the two years in
the period ended June 28, 2009. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of STRATTEC SECURITY CORPORATION as of June 28, 2009
and the results of its operations and its cash flows for each of the two years in the period ended
June 28, 2009 in conformity with accounting principles generally accepted in the United States of
America.
As discussed in the Organization and Summary of Significant Accounting Policies footnote to the
accompanying consolidated financial statements, the Company changed its method of accounting for
noncontrolling interests due to the adoption of the guidance on noncontrolling interests in
consolidated financial statements and applied this change restrospectively.
As discussed in the notes to the consolidated financial statements as of June 28, 2009, the Company
changed its method of accounting for inventory from the last-in, first-out (LIFO) method to the
first-in, first-out (FIFO) method and applied this change retrospectively.
|
|
|
|
|
|
/s/ GRANT THORNTON LLP |
|
|
|
GRANT THORNTON LLP
Milwaukee, WI |
|
|
|
August 24, 2009 (except for the footnote titled, Organization and Summary of Significant
Accounting Polices, as to which the date is September 1, 2010)
12
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: September 1, 2010
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
Harold M. Stratton II
|
|
Chairman, Chief Executive Officer,
and Director
(Principal Executive Officer)
|
|
September 1, 2010 |
|
|
|
|
|
|
|
President, Chief Operating Officer,
|
|
August 17, 2010 |
Frank J. Krejci |
|
and Director |
|
|
|
|
|
|
|
|
|
Director
|
|
August 17, 2010 |
Michael J. Koss |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
August 17, 2010 |
Robert Feitler |
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
August 17, 2010 |
David R. Zimmer |
|
|
|
|
|
|
|
|
|
/s/ Patrick J. Hansen
Patrick J. Hansen
|
|
Senior Vice President, Chief
Financial Officer,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
|
|
September 1, 2010 |
13
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
|
|
|
|
|
Exhibit |
|
|
|
|
3.1 (1)
|
|
Amended and Restated Articles of Incorporation of the Company
|
|
* |
|
|
|
|
|
3.2 (2)
|
|
By-laws of the Company
|
|
* |
|
|
|
|
|
4.1 (5)
|
|
Promissory Note dated as of October 31, 2009 by and between the Company
and M&I Bank
|
|
* |
|
|
|
|
|
10.1 (2)**
|
|
Amended STRATTEC SECURITY CORPORATION Stock Incentive Plan
|
|
* |
|
|
|
|
|
10.2 (2)**
|
|
Form of Restricted Stock Grant Agreement
|
|
* |
|
|
|
|
|
10.3 (3)**
|
|
Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Executive Officers and Senior Managers
|
|
* |
|
|
|
|
|
10.4 (3) **
|
|
Amended STRATTEC SECURITY CORPORATION Economic Value Added Plan for
Non-employee Members of the Board of Directors
|
|
* |
|
|
|
|
|
10.5 (6) **
|
|
Amended STRATTEC SECURITY CORPORATION Supplemental Executive
Retirement Plan
|
|
* |
|
|
|
|
|
10.6 (6)**
|
|
Employment Agreement between the Company and Harold M. Stratton II made as of
May 5, 2010.
|
|
* |
|
|
|
|
|
10.7 (6)**
|
|
Change of Control Employment Agreement between the Company and Harold M.
Stratton II made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.8 (6)**
|
|
Employment Agreement between the Company and Frank J. Krejci made as of May
5, 2010.
|
|
* |
|
|
|
|
|
10.9 (6)**
|
|
Change of Control Employment Agreement between the Company and Frank J.
Krejci made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.10 (6)**
|
|
Employment Agreement between the Company and Patrick J. Hansen made as of
May 5, 2010.
|
|
* |
|
|
|
|
|
10.11 (6)**
|
|
Change of Control Employment Agreement between the Company and Patrick J.
Hansen made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.12 (6)**
|
|
Employment Agreement between the Company and Rolando J. Guillot made as of
May 5, 2010.
|
|
* |
|
|
|
|
|
10.13 (6)**
|
|
Change of Control Employment Agreement between the Company and Rolando J.
Guillot made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.14 (6)**
|
|
Employment Agreement between the Company and Kathryn E. Scherbarth made as
of May 5, 2010.
|
|
* |
|
|
|
|
|
10.15 (6)**
|
|
Change of Control Employment Agreement between the Company and Kathryn E.
Scherbarth made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.16 (6)**
|
|
Employment Agreement between the Company and Dennis A. Kazmierski made as of
May 5, 2010.
|
|
* |
|
|
|
|
|
10.17 (6)**
|
|
Change of Control Employment Agreement between the Company and Dennis A.
Kazmierski made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.18 (6)**
|
|
Employment Agreement between the Company and Brian J. Reetz made as of May
5, 2010.
|
|
* |
|
|
|
|
|
10.19 (6)**
|
|
Change of Control Employment Agreement between the Company and Brian J.
Reetz made as of May 5, 2010.
|
|
* |
|
|
|
|
|
10.20 (6)**
|
|
Employment Agreement between the Company and Richard P. Messina made as of
May 5, 2010.
|
|
* |
|
|
|
|
|
10.21 (6)**
|
|
Change of Control Employment Agreement between the Company and Richard P.
Messina made as of May 5, 2010.
|
|
* |
|
|
|
|
|
13
|
|
Annual Report to Shareholders for the year ended June 27, 2010 |
|
|
14
|
|
|
|
|
Exhibit |
|
|
|
|
16 (7)
|
|
Letter Regarding Change in Auditors
|
|
* |
|
|
|
|
|
21 (4)
|
|
Subsidiaries of the Company
|
|
* |
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm dated September 1, 2010 |
|
|
|
|
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm dated September 1, 2010 |
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a) Certification for Harold M. Stratton II, Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a) Certification for Patrick J. Hansen, Chief Financial Officer |
|
|
|
|
|
|
|
32 (8)
|
|
18 U.S.C. Section 1350 Certifications |
|
|
|
|
|
* |
|
Previously filed |
|
** |
|
Management contract or compensatory plan or arrangement |
|
(1) |
|
Incorporated by reference from Amendment No. 2 to the Form 10 filed on
February 6, 1995. |
|
(2) |
|
Incorporated by reference from the Form 8-K filed on October 7, 2005. |
|
(3) |
|
Incorporated by reference from the July 1, 2007 Form 10-K filed on August 30,
2007. |
|
(4) |
|
Incorporated by reference from the June 29, 2008 Form 10-K filed on August 29,
2008. |
|
(5) |
|
Incorporated by reference from the September 27, 2009 Form 10-Q filed on
November 5, 2009. |
|
(6) |
|
Incorporated by reference from the March 28, 2010 Form 10-Q filed on May 6,
2010. |
|
(7) |
|
Incorporated by reference
from the exhibit to the Form 8-K filed on
March 1, 2010 |
|
(8) |
|
This certification is not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
15