STRATTEC(STRT) - 2023 Q4 - Annual Report

Part I Business The company designs automotive access control products and strategically refocused on North America by selling its VAST LLC joint venture interest - The company designs, develops, manufactures, and markets a wide range of automotive access control products, from traditional mechanical locks and keys to advanced electronic systems like passive entry passive start (PEPS), power sliding doors, and power liftgates[14] - On June 30, 2023, STRATTEC sold its one-third interest in the VAST LLC joint venture to its partner WITTE for a net purchase price of $18.5 million, making its STRATTEC Power Access (SPA) a wholly-owned subsidiary[14][40][42] - A significant portion of sales are to General Motors, Ford, and Stellantis, which collectively accounted for approximately 66% of net sales in fiscal 2023[56] Product Portfolio | Product Category | Description | | :--- | :--- | | Locks and Keys | Traditional lock sets, keys with radio frequency identification, remote entry devices, and bladeless electronic keys | | Ignition Lock Housings | Mating parts for ignition locks, typically part of the steering column or instrument panel | | Latches | Trunk, lift gate, tailgate, hood, and side door latches | | Power Access Devices | Systems for power sliding side doors, tailgates, lift gates, and trunk lids | | Door Handles | Painted and non-painted door handles and components, supplied through the ADAC-STRATTEC joint venture | Research and Development Costs | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Research and Development Costs | $15.9 million | $12.2 million | Risk Factors The company faces significant risks from customer concentration, supply chain disruptions, raw material costs, and currency fluctuations - Sales to General Motors, Ford, and Stellantis represented approximately 66% of annual net sales in fiscal 2023, making customer loss a material risk[77] - The company is exposed to supply chain disruptions, particularly semiconductor chip shortages, which can impact customer production and orders[87] - Fluctuations in the U.S. dollar/Mexican peso exchange rate can materially affect profitability, as a significant portion of manufacturing costs are in pesos[96] - The company is exposed to warranty claims and may be required to participate in repair costs, with increased provisions made in 2015, 2018, and 2023[103] - Cybersecurity attacks pose a significant risk that could lead to operational disruptions, legal claims, and reputational damage[91] Properties The company owns its primary manufacturing facilities in Wisconsin and Mexico, a sales office in Michigan, and leases a warehouse in Texas Facility Overview | Location | Type | Ownership | | :--- | :--- | :--- | | Milwaukee, Wisconsin | Headquarters & Manufacturing | Owned | | Juarez, Mexico (3 facilities) | Assembly & Manufacturing | Owned | | Leon, Mexico | Painting & Assembly | Owned | | Auburn Hills, Michigan | Sales & Engineering Office | Owned | | El Paso, Texas | Distribution Warehouse | Leased | Legal Proceedings The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial statements - In the normal course of business, the company may be involved in various legal proceedings, but none are currently considered to have a material adverse impact[111] Mine Safety Disclosures The company reports no mine safety disclosures for the period - There are no mine safety disclosures to report[112] Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ under "STRT", and no shares were repurchased under its authorized program in fiscal 2023 - The company's common stock trades on the NASDAQ Global Market under the symbol STRT[114] - A stock repurchase program is authorized, with 3,839,395 shares authorized for repurchase as of July 2, 2023, though no shares were repurchased in fiscal 2023[115] Management's Discussion and Analysis of Financial Condition and Results of Operations Sales increased due to improved chip supply, but a net loss was recorded due to cost inflation, with cash strengthened by the VAST sale Results of Operations Higher sales volumes were offset by significant cost inflation and unfavorable currency exchange rates, resulting in a net loss Key Financial Metrics | Metric | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Net Sales | $492.9M | $452.3M | | Gross Profit | $42.2M | $56.0M | | Gross Profit Margin | 8.6% | 12.4% | | (Loss) Income from Operations | ($6.1M) | $8.9M | | Net (Loss) Income Attributable to STRATTEC | ($6.7M) | $7.0M | Sales by Customer (in millions) | Customer | FY 2023 Sales (M) | FY 2022 Sales (M) | Change | | :--- | :--- | :--- | :--- | | General Motors Company | $150.3 | $130.2 | +15.4% | | Ford Motor Company | $96.6 | $79.7 | +21.2% | | Stellantis | $78.1 | $83.3 | -6.2% | | Tier 1 Customers | $73.3 | $59.3 | +23.6% | - The decrease in gross profit margin was primarily caused by escalating costs for raw materials, purchased components, higher shipping costs, and government-mandated wage increases in Mexico, with an unfavorable Mexican peso exchange rate adding $5.5 million in costs[120][128][129] Liquidity and Capital Resources The company's cash position improved significantly due to proceeds from the VAST LLC sale, despite cash usage for acquisitions and debt Summary of Cash Flows | Cash Flow Activity (in millions) | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $10.1 | $10.4 | | Net cash provided by (used in) investing activities | $8.9 | ($14.3) | | Net cash used in financing activities | ($7.4) | ($1.9) | | Net Increase (Decrease) in Cash | $11.8 | ($5.7) | - Investing activities were significantly impacted by the receipt of $26.2 million from the sale of the company's interest in VAST LLC[141] - Financing activities included a $9.0 million payment to purchase the remaining non-controlling interest of STRATTEC POWER ACCESS LLC from WITTE Automotive[142] - The company anticipates capital expenditures of approximately $14.0 million in fiscal 2024[144] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements, with the warranty reserve identified as a critical audit matter Consolidated Financial Highlights (in thousands) | (in thousands) | July 2, 2023 | July 3, 2022 | | :--- | :--- | :--- | | Income Statement | | | | Net Sales | $492,946 | $452,265 | | Gross Profit | $42,152 | $56,016 | | Net (Loss) Income Attributable to STRATTEC | $(6,670) | $7,016 | | Diluted (Loss) EPS | $(1.70) | $1.79 | | Balance Sheet | | | | Total Current Assets | $225,782 | $188,232 | | Total Assets | $340,930 | $319,134 | | Total Current Liabilities | $108,986 | $81,529 | | Total Shareholders' Equity | $211,024 | $219,947 | Customer Concentration | Customer | 2023 % of Net Sales | 2022 % of Net Sales | | :--- | :--- | :--- | | General Motors Company | 30% | 29% | | Ford Motor Company | 20% | 18% | | Stellantis | 16% | 18% | | Total Top 3 | 66% | 65% | - The independent auditor, Deloitte & Touche LLP, identified the warranty reserve as a critical audit matter due to the significant management judgment required to estimate future warranty costs[166] - Effective June 30, 2023, STRATTEC sold its one-third interest in VAST LLC to WITTE and purchased WITTE's 20% interest in STRATTEC POWER ACCESS LLC (SPA), making SPA a wholly-owned subsidiary for a net purchase price of $18.5 million[232] Controls and Procedures Management and the independent auditor concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's disclosure controls and procedures were effective as of the end of the fiscal year[271] - Management's assessment concluded that the system of internal control over financial reporting was effective as of July 2, 2023, based on the COSO framework[276] - The independent auditor, Deloitte & Touche LLP, provided an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of July 2, 2023[278] Part III Directors, Executive Officers and Corporate Governance Information regarding directors, officers, and governance is incorporated by reference from the company's 2023 Proxy Statement - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's Proxy Statement[288] Executive Compensation Information regarding director and executive compensation is incorporated by reference from the company's 2023 Proxy Statement - Information regarding executive compensation is incorporated by reference from the company's Proxy Statement[290] Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters This section details the company's equity compensation plans and incorporates security ownership data by reference from the Proxy Statement Equity Compensation Plan Information | Plan Category | Shares to be issued upon exercise of outstanding options | Weighted-average exercise price | Shares available for future issuance | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by shareholders | 32,561 | $48.88 | 134,769 | Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the company's 2023 Proxy Statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's Proxy Statement[294] Principal Accountant Fees and Services Information regarding fees paid to the independent accounting firm is incorporated by reference from the company's 2023 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the company's Proxy Statement[295] Part IV Exhibits and Financial Statement Schedules This section lists all financial statements and exhibits filed with the report, including the key Equity Restructuring Agreement with WITTE - This section contains a list of all exhibits filed with the Form 10-K, including governance documents, material contracts, and certifications[298] - A key exhibit filed is the Equity Restructuring Agreement between the Company and WITTE Automotive GmbH, dated June 29, 2023 (Exhibit 10.22)[299] Form 10-K Summary The company did not provide a Form 10-K summary - None[302]