STRATTEC SECURITY CORP 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 30 CONSOLIDATED BALANCE SHEETS 31 Consolidated Statements of shareholders' Equity 32 Consolidated Statements of Cash Flows 33 Notes to Financial Statements 34 27 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors of STRATTEC SECURITY CORPORATION Milwaukee, Wisconsin Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of STRATTEC SECURITY CORPORATION (the "Company") as of July 3, 2022 and June 27, 2021, the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the two years in the period ended July 3, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 3, 2022 and June 27, 2021, and the results of its operations and its cash flows for each of the two years in the period ended July 3, 2022, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of July 3, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated September 8, 2022 expressed an unqualified opinion. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Warranty Reserve As described in the Notes to Financial Statements, the Company records a liability for known and potential exposure to warranty claims in the event its products fail to perform as expected and in the event that it may be required to participate in the repair costs incurred by its customers for such products. At July 3, 2022, the Company’s warranty reserve was $8.1 million. The warranty reserve is estimated based on management’s analysis of historical data, current trends, known and projected claims for products sold, and the terms of specific customer warranty programs and supply agreements. The warranty reserve requires management to apply significant judgment to its estimation of the liability which requires substantial auditor judgment due to the highly subjective nature and materiality of the future estimated claims to be paid. Actual warranty costs may differ from management’s estimated costs as a result of, but not limited to, negotiations with customers, changes to assumptions of repair and/or replacement costs, and changes to trends in product performance. Such matters may require future adjustments to the liability which could be significant. Our audit procedures related to testing the Company’s warranty reserve included the following: a. Evaluating the design and testing of the operating effectiveness of the Company’s controls over the accounting for the warranty reserve. 28 b. Obtaining and reviewing copies of select customer agreements, including provisions related to warranty policies and recall provisions and evaluating the Company’s estimated contractual obligations in comparison to the terms of selected customer agreements. c. Testing the completeness and accuracy of the claims to date and payments. d. Evaluating the reasonableness of the estimated repair costs by comparing historical repair costs to estimated future repair cost for known product issues. e. Evaluating the reasonableness of management’s judgement regarding negotiations with customers. f. Independently developing ranges of possible outcomes based on the Company’s historical claim experience and comparing those to the warranty reserve established by the Company. /s/ Crowe LLP We have served as the Company's auditor since fiscal year 2021. Oak Brook, Illinois September 8, 2022 Firm ID: 173 29 CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Years Ended July 3, 2022 June 27, 2021 NET SALES $ 452,265 $ 485,295 Cost of goods sold 396,249 406,637 GROSS PROFIT 56,016 78,658 Engineering, selling, and administrative expenses 47,119 44,743 INCOME FROM OPERATIONS 8,897 33,915 Equity earnings of joint ventures 181 2,560 Interest expense ( 221 ) ( 302 ) Other income (expense), net 423 ( 1,165 ) INCOME BEFORE BENEFIT FOR INCOME TAXES AND NON- CONTROLLING INTEREST 9,280 35,008 Provision for income taxes 420 5,111 NET INCOME 8,860 29,897 Net income attributable to non-controlling interest 1,828 7,365 NET INCOME ATTRIBUTABLE TO STRATTEC SECURITY CORPORATION $ 7,032 $ 22,532 COMPREHENSIVE INCOME: NET INCOME $ 8,860 $ 29,897 Currency translation adjustments, net of tax ( 2,306 ) 7,144 Pension and postretirement plans, net of tax 178 ( 135 ) TOTAL OTHER COMPREHENSIVE (LOSS) INCOME ( 2,128 ) 7,009 COMPREHENSIVE INCOME 6,732 36,906 Comprehensive income attributable to non-controlling interest 1,560 9,058 COMPREHENSIVE INCOME ATTRIBUTABLE TO STRATTEC SECURITY CORPORATION $ 5,172 $ 27,848 INCOME PER SHARE ATTRIBUTABLE TO STRATTEC SECURITY CORPORATION: Basic $ 1.82 $ 5.95 Diluted $ 1.80 $ 5.85 AVERAGE SHARES OUTSTANDING: Basic 3,861 3,788 Diluted 3,910 3,852 The accompanying Notes to Financial Statements are an integral part of these Consolidated Statements of Income and Comprehensive Income. 30 CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AMOUNTS AND PER SHARE AMOUNTS) July 3, 2022 June 27, 2021 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 8,774 $ 14,465 Receivables, less allowance for doubtful accounts of $ 500 at July 3, 2022 and June 27, 2021 75,827 69,902 Inventories, net 80,482 70,860 Customer tooling in progress, net 10,828 7,571 Income taxes recoverable 2,492 5,716 Other current assets 9,829 6,390 Total current assets 188,232 174,904 INVESTMENT IN JOINT VENTURES 26,344 27,224 DEFERRED INCOME TAXES 6,937 5,052 OTHER LONG-TERM ASSETS 5,438 6,982 PROPERTY, PLANT AND EQUIPMENT, NET 91,729 96,401 $ 318,680 $ 310,563 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 43,950 $ 36,727 Accrued liabilities: Payroll and benefits 17,905 22,483 Environmental 1,390 1,390 Warranty 8,100 8,425 Other 10,130 8,547 Total current liabilities 81,475 77,572 Commitments and Contingencies – see note beginning on page 46 BORROWINGS UNDER CREDIT FACILITIES 11,000 12,000 ACCRUED PENSION OBLIGATIONS 1,259 2,334 ACCRUED POSTRETIREMENT OBLIGATIONS 463 599 OTHER LONG-TERM LIABILITIES 4,070 4,625 SHAREHOLDERS’ EQUITY: Common stock, authorized 18,000,000 shares at July 3, 2022 and 12,000,000 shares at June 27, 2021, $ .01 par value, issued 7,481,169 shares at July 3, 2022 and 7,411,717 shares at June 27, 2021 75 74 Capital in excess of par value 101,524 99,512 Retained earnings 241,504 234,472 Accumulated other comprehensive loss ( 18,657 ) ( 16,797 ) Less: Treasury stock at cost ( 3,604,466 shares at July 3, 2022 and 3,606,652 shares at June 27, 2021) ( 135,580 ) ( 135,615 ) Total STRATTEC SECURITY CORPORATION shareholders’ equity 188,866 181,646 Non-controlling interest 31,547 31,787 Total shareholders’ equity 220,413 213,433 $ 318,680 $ 310,563 The accompanying Notes to Financial Statements are an integral part of these Consolidated Balance Sheets. 31 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Total Common Stock Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Non- controlling interest BALANCE June 28, 2020 $ 175,441 $ 74 $ 97,977 $ 211,940 $ ( 22,113 ) $ ( 135,656 ) $ 23,219 Net income 29,897 — — 22,532 — — 7,365 Currency translation adjustments 7,144 — — — 5,451 — 1,693 Pension and postretirement funded status adjustment, net of tax of $ 42 ( 135 ) — — — ( 135 ) — — Cash dividends paid to non-controlling interests of subsidiaries ( 490 ) — — — — — ( 490 ) Stock-based compensation 972 — 972 — — — — Stock option exercises 526 — 526 — — — — Employee stock purchases 78 — 37 — — 41 — BALANCE June 27, 2021 $ 213,433 $ 74 $ 99,512 $ 234,472 $ ( 16,797 ) $ ( 135,615 ) $ 31,787 Net income 8,860 — — 7,032 — — 1,828 Currency translation adjustments ( 2,306 ) — — — ( 2,038 ) — ( 268 ) Pension and postretirement funded status adjustment, net of tax of $ 55 178 — — — 178 — — Cash dividends paid to non-controlling interests of subsidiaries ( 1,800 ) — — — — — ( 1,800 ) Stock-based compensation 1,140 — 1,140 — — — — Stock option exercises 827 1 826 — — — — Employee stock purchases 81 — 46 — — 35 — BALANCE July 3, 2022 $ 220,413 $ 75 $ 101,524 $ 241,504 $ ( 18,657 ) $ ( 135,580 ) $ 31,547 The accompanying Notes to Financial Statements are an integral part of these Consolidated Statements of Shareholders’ Equity. 32 CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Years Ended July 3, 2022 June 27, 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 8,860 $ 29,897 Adjustments to reconcile net income to net cash provided by operating activities: Equity earnings of joint ventures ( 181 ) ( 2,560 ) Depreciation 19,379 19,786 Foreign currency transaction (gain) loss ( 237 ) 2,445 Unrealized gain on peso forward contracts ( 384 ) ( 723 ) Loss on disposition of property, plant and equipment 192 1,421 Deferred income taxes ( 1,981 ) 1,473 Stock-based compensation expense 1,140 972 Change in operating assets and liabilities: Receivables ( 5,935 ) ( 27,744 ) Inventories ( 9,622 ) ( 16,460 ) Other assets ( 3,074 ) ( 2,435 ) Accounts payable and accrued liabilities 1,794 28,540 Other, net 485 538 Net cash provided by operating activities 10,436 35,150 CASH FLOWS FROM INVESTING ACTIVITIES Investment in joint ventures ( 150 ) ( 100 ) Additions to property, plant and equipment ( 14,188 ) ( 8,929 ) Proceeds received on sale of property, plant and equipment 5 8 Net cash used in investing activities ( 14,333 ) ( 9,021 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under credit facilities 13,000 — Repayments under credit facilities ( 14,000 ) ( 23,000 ) Exercise of stock options and employee stock purchases 908 604 Dividends paid to non-controlling interests of subsidiaries ( 1,800 ) ( 490 ) Net cash used in financing activities ( 1,892 ) ( 22,886 ) FOREIGN CURRENCY IMPACT ON CASH 98 ( 552 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 5,691 ) 2,691 CASH AND CASH EQUIVALENTS Beginning of year 14,465 11,774 End of year $ 8,774 $ 14,465 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash (Recovered) Paid During the Period For: Income taxes $ ( 842 ) $ 5,431 Interest $ 230 $ 320 Non-Cash Investing Activities: Change in capital expenditures in accounts payable $ 1,297 $ 225 The accompanying Notes to Financial Statements are an integral part of these Consolidated Statements of Cash Flows. 33 NOTES TO FINANCIAL STATEMENTS ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES STRATTEC SECURITY CORPORATION designs, develops, manufactures and markets automotive access control products including mechanical locks and keys, electronically enhanced locks and keys, passive entry passive start systems (PEPS), steering column and instrument panel ignition lock housings, latches, power sliding side door systems, power tailgate systems, power lift gate systems, power deck lid systems, door handles and related products for primarily North American automotive customers. We also supply global automotive manufacturers through a unique strategic relationship with WITTE Automotive (“WITTE”) of Velbert, Germany and ADAC Automotive (“ADAC”) of Grand Rapids, Michigan. Under this relationship, STRATTEC, WITTE and ADAC market the products of each company to global customers under the “VAST Automotive Group” brand name (as more fully described herein). STRATTEC products are shipped to customer locations in the United States, Canada, Mexico, Europe, South America, Korea, China and India, and we, along with our VAST LLC partners, provide full service and aftermarket support for each VAST Automotive Group partner’s products. The accompanying consolidated financial statements reflect the consolidated results of STRATTEC SECURITY CORPORATION, its wholly owned Mexican subsidiary, STRATTEC de Mexico, and its majority owned subsidiaries, ADAC-STRATTEC, LLC and STRATTEC POWER ACCESS LLC. STRATTEC SECURITY CORPORATION is located in Milwaukee, Wisconsin. STRATTEC de Mexico is located in Juarez, Mexico. ADAC-STRATTEC, LLC and STRATTEC POWER ACCESS LLC have operations in El Paso, Texas and in Juarez and Leon, Mexico. Equity investments in Vehicle Access Systems Technology LLC (“VAST LLC”) for which we exercise significant influence but do not control and are not variable interest entities of STRATTEC, are accounted for using the equity method. VAST LLC consists primarily of four wholly owned subsidiaries in China, one wholly owned subsidiary in Brazil and one joint venture entity in India. The results of the VAST LLC foreign subsidiaries and joint venture are reported on a one-month lag basis. We have only one reporting segment. Risks and Uncertainties: In December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China. The coronavirus subsequently spread, and infections occurred in multiple countries around the world, including the United States. In March 2020, the World Health Organization recognized the COVID-19 outbreak as a pandemic based on the global spread of the disease, the severity of illnesses it causes and its effects on society. In response to the COVID-19 outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations, and in certain cases, advising or requiring individuals to limit or forego their time outside of their homes or from participating in large group gatherings. Accordingly, the COVID-19 outbreak, as well as the recent conflict in the Ukraine, has severely restricted the level of economic activity in many countries, and continues to adversely impact global economic activity, including with respect to customer purchasing actions and supply chain continuity and disruption, and in particular the supply of semiconductor chips, transponders and related components to the automotive industry. STRATTEC’s operating performance is subject to global economic conditions, inflationary pressures and levels of consumer spending specifically within the automotive industry. During the period from late March 2020 through mid-June 2020, the majority of our OEM customer assembly plant operations were completely closed including most of the supply chain. Additionally, during most of this same period, STRATTEC’s Mexico facilities were closed as a result of the Mexican government’s shutdown of non-essential businesses. Re-opening of our OEM customer facilities and our Mexico facilities began in June 2020, and the automotive industry continued to ramp-up throughout our fiscal year ended June 27, 2021. Nonetheless, during the fourth quarter of our fiscal 2021, our net sales were negatively impacted by a global semiconductor chip shortage (especially as it relates to the automotive industry), which shortage continued into our fiscal 2022 resulting in a decrease in our net sales for 2022 as compared to 2021. Additionally, inflationary pressures resulted in increased raw material and purchased part costs as well as increased wage rates in Mexico beginning in calendar 2021. Such increases negatively impacted our operating results in 2022 as compared to 2021. Each of the COVID-19 outbreak, the Ukraine conflict and the resulting inflationary pressures in the U.S. and global economy continue to adversely impact our operating results due mostly to the supply chain continuity and disruption issues noted above, and in particular related to the supply of semiconductor chips, transponders and related components to our customers in the automotive industry. The extent of such impacts, including related to their duration and intensity, depends upon any continued spread of the COVID-19 outbreak, the length of the Ukraine conflict and related regulatory or operating restraints, which may be precautionary, imposed by local governments and the private sector. All of these events may continue to impact the supply chain and our operations, including impacting our customers, workforce and suppliers, any of which may continue to disrupt and limit sourcing of semiconductor chips, transponders and other critical supply chain components needed by us and our customers to meet expected production schedules. Moreover, these events may continue to create added inflationary pressures on our operations, including related to wages and the prices of raw materials and purchased parts. All of these foregoing matters, including their scope and duration are uncertain and cannot be predicted as to timing and cost impacts. These changing conditions may also affect the estimates and assumptions made by our management in our financial statements. Such estimates and assumptions affect, among other things, our long-lived asset valuations, equity investment valuation, assessment of our annual effective tax rate, valuation of deferred income taxes, assessment of excess and obsolete inventory reserves, and assessment of collectability of trade receivables. 34 Significant Accounting Policies: The significant accounting policies followed in the preparation of these financial statements, as summarized in the following paragraphs, are in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). Principles of Consolidation and Presentation: The accompanying consolidated financial statements include the accounts of STRATTEC SECURITY CORPORATION, its wholly owned Mexican subsidiary and its majority owned subsidiaries. Equity investments for which STRATTEC exercises significant influence but does not control and are not variable interest entities of STRATTEC are accounted for using the equity method. All significant inter-company transactions and balances have been eliminated. New Accounting Standards: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses . The update revises the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. Originally, the update was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. In November 2019, FASB issued ASU 2019-10, Financial Instruments – Credit Losses, Derivatives and Hedging, and Leases . This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are planning to adopt this standard in the first quarter of our fiscal 2024. We do not expect that the adoption of this pronouncement will have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes , which enhances and simplifies various aspects of income tax accounting including hybrid tax regimes, tax basis step-up in goodwill obtained in a transaction that is not a business combination, separate financial statements of entities not subject to tax, the intraperiod tax allocation exception to the incremental approach, investment ownership changes from a subsidiary to an equity method investment and vice versa, interim-period accounting for enacted changes in tax law, and the year-to-date loss limitation in interim-period tax accounting. This accounting update is effective for annual and interim periods beginning after December 15, 2020, with early adoption permitted. The adoption of this pronouncement did not have a material impact on our consolidated financial statements. Fiscal Year: Our fiscal year ends on the Sunday nearest June 30. The year ended July 3, 2022 is comprised of 53 weeks . The year ended June 27, 2021 is comprised of 52 weeks . Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the periods presented. These estimates and assumptions could also affect the disclosure of contingencies. Actual results and outcomes may differ from management’s estimates and assumptions. Cash and Cash Equivalents: Cash and cash equivalents include all short-term investments with an original maturity of three months or less due to the short-term nature of the instruments. Excess cash balances are placed in short-term commercial paper. Derivative Instruments: We own and operate manufacturing operations in Mexico. As a result, a portion of our manufacturing costs are incurred in Mexican pesos, which causes our earnings and cash flows to fluctuate due to changes in the U.S. dollar/Mexican peso exchange rate. We have contracts with Bank of Montreal that provide for monthly Mexican peso currency forward contracts for a portion of our estimated peso denominated operating costs. Our objective in entering into currency forward contracts is to minimize our earnings volatility resulting from changes in exchange rates affecting the U.S. dollar cost of our Mexican operations. The Mexican peso forward contracts are not used for speculative purposes and are not designated as hedges. As a result, all currency forward contracts are recognized in our accompanying consolidated financial statements at fair value and changes in the fair value are reported in current earnings as part of Other Income (Expense), net. The following table quantifies the outstanding Mexican peso forward contracts as of July 3, 2022 (thousands of dollars, except with respect to the average forward contractual exchange rate): Effective Dates Notional Amount Average Forward Contractual Exchange Rate Fair Value Buy MXP/Sell USD July 19, 2022 - June 13, 2023 $ 9,000 22.42 $ 627 The fair market value of all outstanding Mexican peso forward contracts in the accompanying Consolidated Balance Sheets was as follows (thousands of dollars): July 3, 2022 June 27, 2021 Not designated as hedging instruments: Other current assets: Mexican peso forward contracts $ 627 $ 243 35 The pre-tax effects of the Mexican peso forward contracts on the accompanying Consolidated Statements of Income and Comprehensive Income consisted of the following (thousands of dollars): Other Income (Expense), net Years Ended July 3, 2022 June 27, 2021 Not Designated as Hedging Instruments: Realized gain $ 434 $ 164 Realized (loss) $ ( 73 ) $ — Unrealized gain $ 384 $ 723 Fair Value of Financial Instruments: The fair value of our cash and cash equivalents, accounts receivable, accounts payable and borrowings under our credit facilities approximated their book value as of July 3, 2022 and June 27, 2021. Fair value is defined as the exchange price that would be received for an asset or paid for a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. There is an established fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. Level 1 – Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 – Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily-available pricing sources for comparable instruments. Level 3 – Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances. The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of July 3, 2022 and June 27, 2021 (thousands of dollars) : July 3, 2022 June 27, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Rabbi Trust assets: Stock index funds: Small cap $ 142 $ — $ — $ 142 $ 384 $ — $ — $ 384 Mid cap 291 — — 291 377 — — 377 Large cap 416 — — 416 756 — — 756 International 447 — — 447 1,104 — — 1,104 Fixed income funds 1,023 — — 1,023 960 — — 960 Cash and cash equivalents — 961 — 961 — 2 — 2 Mexican peso forward contracts — 627 — 627 — 243 — 243 Total assets at fair value $ 2,319 $ 1,588 $ — $ 3,907 $ 3,581 $ 245 $ — $ 3,826 The Rabbi Trust assets fund our supplemental executive retirement plan. Of the July 3, 2022 $ 3.3 million Rabbi Trust asset balance, $ 863,000 was included in Other Current Assets and $ 2.4 million was included in Other Long-Term Assets in the accompanying Consolidated Balance Sheets. The June 27, 2021 $ 3.6 million Rabbi Trust asset balance was included in Other Long-Term Assets in the accompanying Balance Sheets. Refer to discussion of Mexican peso forward contracts under Derivative Instruments above. The fair value of the Mexican peso forward contracts considers the remaining term, current exchange rate and interest rate differentials between the two currencies. Receivables: Receivables consist primarily of trade receivables due from Original Equipment Manufacturers in the automotive industry and locksmith/dealership distributors relating to our service and aftermarket sales. We evaluate the collectability of receivables based on a number of factors. An allowance for doubtful accounts is recorded for significant past due receivable balances based on a review of the past due items, general economic conditions (including with respect to the impact of COVID-19, the Ukraine conflict and the supply chain disruptions on our customers) and the industry as a whole. The allowance for doubtful accounts totaled $ 500,000 at July 3, 2022 and June 27, 2021. 36 Inventories: Inventories are comprised of material, direct labor and manufacturing overhead, and are stated at net realizable value using the first-in, first-out (“FIFO”) cost method of accounting. Inventories consisted of the following (thousands of dollars): July 3, 2022 June 27, 2021 Finished products $ 19,499 $ 20,633 Work in process 18,263 14,707 Purchased materials 48,209 40,900 85,971 76,240 Excess and obsolete reserve ( 5,489 ) ( 5,380 ) Inventories, net $ 80,482 $ 70,860 We record a reserve for excess and obsolete inventory based on historical and estimated future demand and market conditions. The reserve level is determined by comparing inventory levels of individual materials and parts to historical usage and estimated future sales by analyzing the age of the inventory in order to identify specific materials and parts that are unlikely to be sold. Technical obsolescence and other known factors are also considered in evaluating the reserve level. The activity related to the excess and obsolete inventory reserve was as follows (thousands of dollars): Balance, Beginning of Year Provision Charged to Expense Amounts Written Off Balance, End of Year Year ended July 3, 2022 $ 5,380 $ 962 $ 853 $ 5,489 Year ended June 27, 2021 $ 4,890 $ 973 $ 483 $ 5,380 Customer Tooling in Progress: We incur costs related to tooling used in component production and assembly. Costs for development of certain tooling, which will be directly reimbursed by the customer whose parts are produced from the tool, are accumulated on the balance sheet and are then billed to the customer. The accumulated costs are billed upon formal acceptance by the customer of products produced with the individual tool. Other tooling costs are not directly reimbursed by the customer. We capitalize and amortize these other tooling costs over the life of the related product based on the fact that the related tool will be used over the life of the supply arrangement. To the extent that estimated costs exceed expected reimbursement from the customer we recognize a loss. Property, Plant and Equipment: Property, plant and equipment are stated at cost. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets as follows: Classification Expected Useful Lives Land improvements 20 years Buildings and improvements 15 to 35 years Machinery and equipment 3 to 15 years Property, plant and equipment consisted of the following (thousands of dollars): July 3, 2022 June 27, 2021 Land and improvements $ 6,041 $ 5,963 Buildings and improvements 37,158 36,325 Machinery and equipment 235,050 228,141 278,249 270,429 Less: accumulated depreciation ( 186,520 ) ( 174,028 ) $ 91,729 $ 96,401 Depreciation expense was as follows for the periods indicated (thousands of dollars): Fiscal Year Depreciation Expense 2022 $ 19,379 2021 $ 19,786 37 The gross and net book value of property, plant and equipment located outside of the United States, primarily in Mexico, were as follows (thousands of dollars): July 3, 2022 June 27, 2021 Gross book value $ 159,909 $ 154,371 Net book value $ 64,645 $ 67,348 Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such indicators are present, the recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If an asset is determined to not be recoverable, the impairment recognized is calculated as the excess of the carrying amount of the asset over the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less estimated costs to sell. There were no impairments recorded in the years ended July 3, 2022 or June 27, 2021. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments, which significantly extend the useful lives of existing plant and equipment, are capitalized and depreciated. Upon retirement or disposition of plant and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in income. Leases: Our right-of-use operating lease assets are recorded at the present value of future minimum lease payments, net of amortization. We have an operating lease for our El Paso, Texas finished goods and service parts distribution warehouse that has a current lease term through October 2023 . This lease includes renewal terms that can extend the lease term for five additional years. For purposes of calculating operating lease obligations, we included the option to extend the lease as it is reasonably certain that we will exercise such option. The lease does not contain material residual value guarantees or restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease term. As the lease does not provide an implicit rate, we used our incremental borrowing rate at lease commencement to determine the present value of our lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest we would pay to borrow over a similar term with similar payments. The operating lease asset and obligation related to our El Paso warehouse lease included in the accompanying Consolidated Balance Sheets are presented below (thousands of dollars): July 3, 2022 June 27, 2021 Right-of-Use Asset Under Operating Lease: Other Long-Term Assets $ 3,021 $ 3,399 Lease Obligation Under Operating Lease: Current Liabilities: Accrued Liabilities: Other $ 403 $ 378 Other Long-Term Liabilities 2,618 3,021 $ 3,021 $ 3,399 Future minimum lease payments, by our fiscal year, including options to extend that are reasonably certain to be exercised, under the non-cancelable lease are as follows as of July 3, 2022 (thousands of dollars): 2023 $ 497 2024 509 2025 522 2026 535 Thereafter 1,299 Total Future Minimum Lease Payments 3,362 Less: Imputed Interest ( 341 ) Total Lease Obligations $ 3,021 Cash flow information related to the operating lease is shown below (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Operating Cash Flows: Cash Paid Related to Operating Lease Obligation $ 484 $ 473 38 The weighted average remaining lease term and discount rate for the El Paso, Texas operating lease are shown below: July 3, 2022 June 27, 2021 Weighted Average Remaining Lease Term, (in years) 6.3 7.3 Weighted Average Discount Rate 3.3 % 3.3 % Operating lease expense for the year ended July 3, 2022 and June 27, 2021 totaled $ 484,000 and $ 473,000 , respectively. Supplier Concentrations: The following inventory purchases were made from major suppliers during each fiscal year noted : Fiscal Year Percentage of Inventory Purchases Number of Suppliers 2022 38 % 6 2021 44 % 8 We have long-term contracts or arrangements with most of our suppliers to guarantee the availability of raw materials and component parts. Labor Concentrations: We had approximately 3,373 full-time associates. Approximately 180 or 5.3 percent of our full time associates were represented by a labor union at July 3, 2022 at our Milwaukee facility, which associates account for all production associates at our Milwaukee, WI facility. The current contract with our Milwaukee unionized associates is effective through November 1, 2025. Additionally, approximately 104 or 3.1 percent of our full time associates were represented by a labor union at our Leon, Mexico facility. The current contract with our Leon unionized associates is effective through April 12, 2023. Revenue Recognition: We generate revenue from the production of parts sold to automotive and light-truck Original Equipment Manufacturers (“OEMs”), or Tier 1 suppliers at the direction of the OEM, under long-term supply agreements supporting new vehicle production. Such agreements also require related production of service parts subsequent to the initial vehicle production periods. Additionally, we generate revenue from the production of parts sold in aftermarket service channels and to non-automotive commercial customers. Revenue Recognition: Our contracts with customers under long-term supply agreements do not commit the customer to a specified quantity of parts. However, we are generally required to fulfill our customers’ purchasing requirements for the production life of the vehicle. Contracts do not become a performance obligation until we receive either a purchase order and/or customer release for a specific number of parts at a specified price. While long-term supply agreements may range from four to six years for new vehicle production and ten to fifteen subsequent years for service parts production, contracts may be terminated by customers at any time. Historically, terminations have been minimal. Contracts may also provide for annual price reductions over the production life of the vehicle, and prices are adjusted on an ongoing basis to reflect changes in product content/cost and other commercial factors. Revenue is recognized at a point in time when control of the parts produced are transferred to the customer according to the terms of the contract, which is usually when the parts are shipped or delivered to the customer’s premises. Customers are generally invoiced upon shipment or delivery and payment generally occurs within 45 to 90 days after the shipment date. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for those products based on purchase orders, annual price reductions and ongoing price adjustments, some of which are accounted for as variable consideration. We use the most likely amount method, the single most likely outcome of the contract, to estimate the amount to which we expect to be entitled. There were no significant changes to our estimates of variable consideration during the reporting periods referenced in our accompanying financial statements and significant changes to our estimates of variable consideration are not expected in future periods. We do not have an enforceable right to payment at any time prior to when the parts are shipped or delivered to the customer. Therefore, we recognize revenue at the point in time we satisfy a performance obligation by transferring control of a part to a customer. Amounts billed to customers related to shipping and handling costs are included in Net Sales in the accompanying Consolidated Statements of Income and Comprehensive Income. Shipping and handling costs are accounted for as fulfillment costs and are included in Cost of Goods Sold in the accompanying Consolidated Statements of Income and Comprehensive Income. Tooling and Pre-Production Engineering Costs Related to Long-Term Supply Arrangements: We incur pre-production engineering and tooling costs related to the products produced for our customers under long-term supply agreements. Customer reimbursements for tooling and pre-production engineering activities that are part of a long-term supply arrangement are accounted for as a reduction of cost in accordance with ASC 340, Other Assets and Deferred Costs. Pre-production costs related to long-term supply agreements with a contractual guarantee for reimbursement are included in Other Current Assets in 39 the accompanying Consolidated Balance Sheets. We expense all pre-production engineering costs for which reimbursement is not contractually guaranteed by the customer. All pre-production tooling costs related to customer-owned tools for which reimbursement is not contractually guaranteed by the customer or for which we do not have a non-cancelable right to use the tooling is also expensed when incurred. Receivables, net: Receivables, net include amounts billed and currently due from customers. We maintain an allowance for doubtful accounts to provide for estimated amounts of receivables not expected to be collected. We continually assess our receivables for collectability and any allowance is recorded based upon age of the outstanding receivables, historical payment experience, customer creditworthiness and general economic conditions. Contract Balances: We had no material contract assets or contract liabilities as of July 3, 2022 or June 27, 2021. Product Sales and Sales and Receivable Concentration: Refer to Product Sales and Sales and Receivable Concentration included herein for revenue by product group and revenue by customer. Research and Development Costs: Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. Research and development expenditures were approximately $ 12.2 million in 2022 and $ 10.8 million in 2021. Other Income (Expense), Net: Net other income (expense) included in the accompanying Consolidated Statements of Income and Comprehensive Income primarily included foreign currency transaction gains and losses, realized and unrealized gains and losses on our Mexican peso currency forward contracts, the components of net periodic benefit cost other than the service cost component related to our pension and postretirement plans and Rabbi Trust gains and losses. Foreign currency transaction gains and losses resulted from activity associated with foreign denominated assets held by our Mexican subsidiaries. The Rabbi Trust assets fund our amended and restated supplemental executive retirement plan. The investments held in the Trust are considered trading securities. We entered into the Mexican peso currency forward contracts during fiscal 2022 and 2021 to minimize earnings volatility resulting from changes in exchange rates affecting the U.S. dollar cost of our Mexican operations. Unrealized gains and losses on the peso forward contracts recognized as a result of mark-to-market adjustments as of July 3, 2022 may or may not be realized in future periods, depending on actual Mexican peso to U.S. dollar exchange rates experienced during the balance of the contract period. Pension and postretirement plan costs include the components of net periodic benefit cost other than the service cost component. The impact of these items for the periods presented was as follows (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Foreign currency transaction gain (loss) $ 237 $ ( 2,445 ) Rabbi Trust Assets (loss) gain ( 304 ) 865 Unrealized gain on Mexican peso forward contracts 384 723 Realized gain on Mexican peso forward contracts, net 361 164 Pension and postretirement plans cost ( 488 ) ( 483 ) Other 233 11 $ 423 $ ( 1,165 ) Warranty Reserve: We have a warranty liability recorded related to our known and potential exposure to warranty claims in the event our products fail to perform as expected, and in the event we may be required to participate in the repair costs incurred by our customers for such products. The recorded warranty liability balance involves judgment and estimates. Our liability estimate is based on an analysis of historical warranty data as well as current trends and information, including our customers’ recent extension and/or expansion of their warranty programs. In recent fiscal periods, our largest customers have extended their warranty protection for their vehicles and have since demanded higher warranty cost sharing arrangements from their suppliers in their terms and conditions to purchase, including from STRATTEC. As additional information becomes available, actual results may differ from recorded estimates, which may require us to adjust the amount of our warranty provision . Changes in the warranty reserve were as follows (thousands of dollars): Balance, Beginning of Year Provision Charged to Expense Payments Balance, End of Year Year ended July 3, 2022 $ 8,425 $ 265 $ 590 $ 8,100 Year ended June 27, 2021 $ 8,500 $ 373 $ 448 $ 8,425 40 Foreign Currency Translation: The financial statements of our foreign subsidiaries and equity investees are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and the average exchange rate for each applicable period for sales, costs and expenses. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses are included in other income (expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. Accumulated Other Comprehensive Loss (“AOCL”): The following tables summarize the changes in AOCL for the years ended July 3, 2022 and June 27, 2021 (thousands of dollars): Year Ended July 3, 2022 Foreign Currency Translation Adjustments Retirement and Postretirement Plans Total Balance June 27, 2021 $ 14,685 $ 2,112 $ 16,797 Other comprehensive loss before reclassifications 1,700 188 1,888 Income Tax 606 ( 43 ) 563 Net other comprehensive loss before Reclassifications 2,306 145 2,451 Reclassifications: Actuarial losses (A) — ( 422 ) ( 422 ) Total reclassifications before tax — ( 422 ) ( 422 ) Income Tax — 99 99 Net reclassifications — ( 323 ) ( 323 ) Other comprehensive loss 2,306 ( 178 ) 2,128 Other comprehensive loss attributable to non-controlling interest 268 — 268 Balance July 3, 2022 $ 16,723 $ 1,934 $ 18,657 Year Ended June 27, 2021 Foreign Currency Translation Adjustments Retirement and Postretirement Plans Total Balance June 28, 2020 $ 20,136 $ 1,977 $ 22,113 Other comprehensive loss before reclassifications ( 6,924 ) 540 ( 6,384 ) Income Tax ( 220 ) ( 128 ) ( 348 ) Net other comprehensive loss before Reclassifications ( 7,144 ) 412 ( 6,732 ) Reclassifications: Prior service credits (A) — 8 8 Actuarial losses (A) — ( 369 ) ( 369 ) Total reclassifications before tax — ( 361 ) ( 361 ) Income Tax — 84 84 Net reclassifications — ( 277 ) ( 277 ) Other comprehensive income ( 7,144 ) 135 ( 7,009 ) Other comprehensive income attributable to non-controlling interest ( 1,693 ) — ( 1,693 ) Balance June 27, 2021 $ 14,685 $ 2,112 $ 16,797 (A) Amounts reclassified are included in the computation of net periodic benefit cost, which is included in Other Income (Expense), net in the accompanying Consolidated Statements of Income and Comprehensive Income. See Retirement Plans and Postretirement Costs note to these Notes to Financial Statements below. 41 Stock-Based Compensation: We maintain an omnibus stock incentive plan. This plan provides for the granting of stock options, shares of restricted stock and stock appreciation rights. The Board of Directors has designated 2 million shares of common stock available for the grant of awards under the plan. Remaining shares available to be granted under the plan as of July 3, 2022 were 177,959 . Awards that expire or are cancelled without delivery of shares become available for re-issuance under the plan. We issue new shares of common stock to satisfy stock option exercises. Nonqualified and incentive stock options and shares of restricted stock have been granted to our officers, outside directors and specified associates under the stock incentive plan. Stock options granted under the plan may not be issued with an exercise price less than the fair market value of the common stock on the date the option is granted. Stock options become exercisable as determined at the date of grant by the Compensation Committee of our Board of Directors. The options expire 10 years after the grant date unless an earlier expiration date is set at the time of grant. The options vest 1 to 4 years after the date of grant. Shares of restricted stock granted under the plan are subject to vesting criteria determined by the Compensation Committee of our Board of Directors at the time the shares are granted and have a minimum vesting period of one year from the date of grant. Restricted shares granted have voting rights, regardless of whether the shares are vested or unvested, but only have the right to receive cash dividends after such shares become vested. Restricted stock grants issued vest 1 to 3 years after the date of grant. The fair value of each stock option grant was estimated as of the date of grant using the Black-Scholes pricing model. The resulting compensation cost for fixed awards with graded vesting schedules is amortized on a straight-line basis over the vesting period for the entire award. The expected term of awards granted is determined based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules. The expected volatility is determined based on our historical stock prices over the most recent period commensurate with the expected term of the award. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term commensurate with the expected term of the award. Expected pre-vesting option forfeitures are based primarily on historical data. The fair value of each restricted stock grant was based on the market price of the underlying common stock as of the date of grant. The resulting compensation cost is amortized on a straight-line basis over the vesting period. We record stock based compensation only for those awards that are expected to vest. All compensation cost related to stock options granted under the plan has been recognized as of July 3, 2022. Unrecognized compensation cost as of July 3, 2022 related to restricted stock granted under the plan was as follows (thousands of dollars): Compensation Cost Weighted Average Period over which Cost is to be Recognized (in years) Restricted stock granted $ 1,374 1.0 Unrecognized compensation cost will be adjusted for any future changes in estimated and actual forfeitures. Cash received from stock option exercises and the related income tax benefit were as follows (thousands of dollars): Fiscal Year Cash Received from Stock Option Exercises Income Tax Benefit 2022 $ 827 $ 74 2021 $ 526 $ 130 The intrinsic value of stock options exercised and the fair value of options vested were as follows (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Intrinsic value of options exercised $ 451 $ 555 Fair value of stock options vested $ — $ — No options were granted during the fiscal years ended July 3, 2022 or June 27, 2021. 42 The range of o ptions outstanding as of Ju ly 3, 2022 was as follows : Number of Options Outstanding and Exercisable Weighted Average Exercise Price Outstanding and Exercisable Weighted Average Remaining Contractual Life Outstanding (In Years) $25.64 4,251 $ 25.64 0.13 $38.71 27,911 $ 38.71 1.13 $79.73 9,010 $ 79.73 2.13 41,172 $ 46.34 Income Taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered, settled or utilized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. We recognize the benefit of an income tax position only if it is more likely than not (greater than 50 percent) that the tax position will be sustained upon tax examination, based solely on the technical merits of the tax position. Otherwise, no benefit is recognized. The tax benefits recognized are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Additionally, we accrue interest and related penalties, if applicable, on all tax exposures for which reserves have been established consistent with jurisdictional tax laws. Interest and penalties on uncertain tax positions are classified in the (Benefit) Provision for Income Taxes in the accompanying Consolidated Statements of Income and Comprehensive Income. INVESTMENT IN JOINT VENTURES AND MAJORITY OWNED SUBSIDIARIES We participate in certain Alliance Agreements with WITTE Automotive (“WITTE”) and ADAC Automotive (“ADAC”). WITTE, of Velbert, Germany, is a privately held automotive supplier. WITTE designs, manufactures and markets automotive 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. ADAC, of Grand Rapids, Michigan, is a privately held automotive supplier and manufactures engineered products, including door handles and other automotive trim parts, utilizing plastic injection molding, automated painting and various assembly processes. The Alliance Agreements include a set of cross-licensing agreements for the manufacture, distribution and sale of WITTE products by STRATTEC and ADAC in North America, and the manufacture, distribution and sale of STRATTEC and ADAC products by WITTE in Europe. Additionally, a joint venture company, Vehicle Access Systems Technology LLC (“VAST LLC”), in which WITTE, STRATTEC and ADAC each hold a one-third equity interest, exists to seek opportunities to manufacture and sell each company’s products in areas of the world outside of North America and Europe. As a result of these relationships, the entities involved purchase products from each other on an as needed basis to use as components in end products assembled and sold in their respective home markets. STRATTEC currently purchases such component parts from WITTE. These purchases totaled $ 918,000 in 2022 and $ 874,000 in 2021. STRATTEC also pays WITTE a royalty related to certain latch product sales. Such royalties incurred totaled $ 889,000 in 2022 and $ 1.1 million in 2021. The outstanding payable balance to WITTE was $ 459,000 and $ 427,000 as of July 3, 2022 and June 27, 2021, respectively. VAST LLC has investments in Sistema de Acesso Veicular Ltda, VAST China (Taicang), VAST Jingzhou Co. Ltd., VAST Shanghai Co., VAST Fuzhou and Minda-VAST Access Systems. The operations under VAST Fuzhou closed during our fiscal 2021, and the land and building owned by VAST Fuzhou are currently for sale. Sistema de Acesso Veicular Ltda is located in Brazil and services customers in South America. VAST China (Taicang), VAST Jingzhou Co. Ltd, and VAST Shanghai Co. (collectively known as VAST China), provide a base of operations to service each VAST partner’s automotive customers in the Asian market. Minda-VAST Access Systems is based in Pune, India and is a 50: 50 joint venture between VAST LLC and Minda Management Services Limited, an affiliate of both Minda Corporation Limited and Spark Minda, Ashok Minda Group of New Delhi, India (collectively “Minda”). Minda and its affiliates cater to the needs of all major car, motorcycle, commercial vehicle, tractor and off-road vehicle manufacturers in India. They are a leading manufacturer in the Indian marketplace of security & access products, handles, automotive safety, restraint systems, driver information and telematics systems for both OEMs and the aftermarket. VAST LLC also maintains branch offices in South Korea and Japan in support of customer sales and engineering requirements. 43 VAST LLC investments are accounted for using the equity method of accounting. Results of the VAST LLC foreign subsidiaries and joint venture are reported on a one-month lag basis. The activities of the VAST LLC foreign subsidiaries and joint ventures resulted in equity earnings of joint ventures to STRATTEC of approximately $ 181,000 during 2022 and $ 2.6 million during 2021. During 2022, capital contributions totaling $ 450,000 were made to VAST LLC for purposes of funding operations in Brazil. STRATTEC’s portion of the capital contribution totaled $ 150,000 . During 2021, capital contributions totaling $ 300,000 were made to VAST LLC for purposes of funding operations in Brazil. STRATTEC’s portion of the capital contributions totaled $ 100,000 . ADAC-STRATTEC LLC, a Delaware limited liability company, was formed in fiscal year 2007 to support injection molding and door handle assembly operations in Mexico. ADAC-STRATTEC LLC was 51 percent owned by STRATTEC and 49 percent owned by ADAC for all periods presented in this report. An additional Mexican entity, ADAC-STRATTEC de Mexico, is wholly owned by ADAC-STRATTEC LLC. ADAC-STRATTEC LLC’s financial results are consolidated with the financial results of STRATTEC and resulted in increased net sales and decreased net income to STRATTEC of approximately $ 111.8 million and $ 100,000 , respectively, in 2022 and increased net sales and increased net income to STRATTEC of approximately $ 126.2 million and $ 4.1 million, respectively, in 2021. ADAC Charges ADAC-STRATTEC LLC an engineering, research and design fee as well as a sales fee. Such fees are calculated as a percentage of ADAC-STRATTEC LLC net sales, are included in the consolidated results of STRATTEC, and totaled $ 7.8 million in 2022 and $ 8.8 million in 2021. The related outstanding payable balance to ADAC was $ 1.9 million as of each of July 3, 2022 and June 27, 2021. Additionally, ADAC-STRATTEC LLC sells production parts to ADAC. Sales to ADAC are included in the consolidated results of STRATTEC and totaled $ 9.1 million in 2022 and $ 11.6 million in 2021. The related outstanding receivable balance from ADAC was $ 1.6 million and $ 1.5 million as of July 3, 2022 and June 27, 2021, respectively. STRATTEC POWER ACCESS LLC (“SPA”) was formed in fiscal year 2009 to supply the North American portion of the power sliding door, lift gate, tail gate and deck lid system access control products which were acquired from Delphi Corporation. SPA was 80 percent owned by STRATTEC and 20 percent owned by WITTE for all periods presented in this report. An additional Mexican entity, STRATTEC POWER ACCESS de Mexico, is wholly owned by SPA. The financial results of SPA are consolidated with the financial results of STRATTEC and resulted in increased net sales and increased net income to STRATTEC of approximately $ 95.7 million and $ 5.3 million, respectively, in 2022 and $ 95.2 million and $ 6.4 million, respectively, in 2021. See further discussion under Equity Earnings of Joint Ventures included in Notes to Financial Statements herein. EQUITY EARNINGS OF JOINT VENTURES As discussed above under the note Investment in Joint Ventures and Majority Owned Subsidiaries, we hold a one-third ownership interest in VAST LLC, for which we exercise significant influence but do not control and VAST LLC is not a variable interest entity of STRATTEC. Our investment in VAST LLC is accounted for using the equity method. The results of the VAST LLC foreign subsidiaries and joint venture are reported on a one-month lag basis. During the quarter ended March 27, 2022, VAST China experienced a fire at their Taicang facility. As a result, certain door handle and painting operations were subsequently transferred to their new Jingzhou facility and to another supplier. The transfer of production negatively impacted VAST China’s profitability for the six month period ended July 3, 2022. The following are summarized statements of operations and summarized balance sheet data for VAST LLC (thousands of dollars) : Years Ended July 3, 2022 June 27, 2021 Net sales $ 191,642 $ 210,149 Cost of goods sold 160,886 171,930 Gross profit 30,756 38,219 Engineering, selling and administrative expense 31,887 30,605 (Loss) income from operations ( 1,131 ) 7,614 Other income, net 902 1,681 (Loss) income before (benefit) provision for income taxes ( 229 ) 9,295 (Benefit) provision for income taxes ( 766 ) 1,554 Net income $ 537 $ 7,741 STRATTEC’s share of VAST LLC net income $ 179 $ 2,580 Intercompany profit eliminations 2 ( 20 ) STRATTEC’s equity earnings of VAST LLC $ 181 $ 2,560 44 July 3, 2022 June 27, 2021 Cash and cash equivalents $ 21,694 $ 7,623 Receivables, net 39,467 48,717 Inventories, net 26,881 27,697 Other current assets 14,574 28,592 Total current assets 102,616 112,629 Property, plant and equipment, net 70,096 69,352 Other long-term assets 16,686 17,432 Total assets $ 189,398 $ 199,413 Current debt $ 388 $ 4,605 Other current liabilities 87,294 91,373 Long-term debt 20,079 18,993 Other long-term liabilities 2,258 2,418 Total liabilities $ 110,019 $ 117,389 Net assets $ 79,379 $ 82,024 STRATTEC’s share of VAST LLC net assets $ 26,460 $ 27,341 We have sales of component parts to VAST LLC, purchases of component parts from VAST LLC, expenses charged to VAST LLC for engineering and accounting services and expenses charged from VAST LLC to STRATTEC for general headquarter expenses. The following tables summarize the related party transactions with VAST LLC for the periods indicated (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Sales to VAST LLC $ 1,805 $ 3,900 Purchases from VAST LLC $ 169 $ 527 Expenses charged to VAST LLC $ 593 $ 1,507 Expenses charged from VAST LLC $ 784 $ 1,167 July 3, 2022 June 27, 2021 Accounts receivable from VAST LLC $ 63 $ 84 Accounts payable to VAST LLC $ 23 $ 25 CREDIT FACILITIES STRATTEC has a $ 40 million secured revolving credit facility (the “STRATTEC Credit Facility”) with BMO Harris Bank N.A. ADAC-STRATTEC LLC has a $ 25 million secured revolving credit facility (the “ADAC-STRATTEC Credit Facility”) with BMO Harris Bank N.A., which is guaranteed by STRATTEC. The credit facilities expire on August 1, 2024 . Borrowings under either credit facility are secured by our U.S. cash balances, accounts receivable, inventory, and fixed assets located in the U.S. Interest on borrowings under the STRATTEC Credit Facility through May 31, 2021 was at varying rates based, at our option, on the London Interbank Offering Rate (“LIBOR”) plus 1.0 percent or the bank’s prime rate. Interest on borrowings under the ADAC-STRATTEC Credit Facility through May 31, 2021 was at varying rates based, at our option, on LIBOR plus 1.25 percent or the bank’s prime rate. Effective June 1, 2021, interest on borrowings under both credit facilities were at varying rates based, at our option, on the London Interbank Offering Rate (“LIBOR”) plus 1.25 percent or the bank’s prime rate. Both credit facilities contain a restrictive financial covenant that requires the applicable borrower to maintain a minimum net worth level. The ADAC-STRATTEC Credit Facility includes an additional restrictive financial covenant that requires the maintenance of a minimum fixed charge coverage ratio. As of July 3, 2022, we were in compliance with all financial covenants required by these credit facilities. Outstanding borrowings under the credit facilities referenced in the above paragraph as of the end of 2022 and 2021 were as follows (thousands of dollars): July 3, 2022 June 27, 2021 STRATTEC Credit Facility $ — $ — ADAC-STRATTEC Credit Facility 11,000 12,000 $ 11,000 $ 12,000 45 Average outstanding borrowings and the weighted average interest rate under each such credit facility during 2022 and 2021 were as follows (thousands of dollars): Average Outstanding Borrowings Weighted Average Interest Rate Years Ended Years Ended July 3, 2022 June 27, 2021 July 3, 2022 June 27, 2021 STRATTEC Credit Facility $ 332 $ 8,775 2.0 % 1.2 % ADAC-STRATTEC Credit Facility $ 14,248 $ 14,346 1.5 % 1.4 % We believe that the credit facilities referenced above are adequate, along with existing cash balances and cash flow from operations, to meet our anticipated capital expenditure, working capital, dividend and operating expenditure requirements. COMMITMENTS AND CONTINGENCIES We are from time to time subject to various legal actions and claims incidental to our business, including those arising out of alleged defects, alleged breaches of contracts, product warranties, intellectual property matters and employment related matters. It is our opinion that the outcome of such matters will not have a material adverse impact on the consolidated financial position, results of operations or cash flows of STRATTEC. With respect to warranty matters, although we cannot ensure that the future costs of warranty claims by customers will not be material, we believe our established reserves are adequate to cover potential warranty settlements. In 1995, we recorded a provision for estimated costs to remediate an environmental contamination site at our Milwaukee facility. The facility was contaminated by a solvent spill, which occurred in 1985, from a former above ground solvent storage tank located on the east side of the facility. The reserve was originally established based on third party estimates to adequately cover the cost for active remediation of the contamination. Due to changing technology and related costs associated with active remediation of the contamination, in fiscal years 2010, 2016, and 2021, we obtained updated third party estimates of projected costs to adequately cover the cost for active remediation of this contamination and adjusted the reserve as needed. We monitor and evaluate the site with the use of these groundwater monitoring wells. An environmental consultant samples these wells one or two times a year to determine the status of the contamination and the potential for remediation of the contamination by natural attenuation, the dissipation of the contamination over time to concentrations below applicable standards. If such sampling evidences a sufficient degree of and trend toward natural attenuation of the contamination at the site, we may be able to obtain a closure letter from the regulatory authorities resolving the issue without the need for active remediation. If a sufficient degree and trend toward natural attenuation is not evidenced by sampling, a more active form of remediation beyond natural attenuation may be required. The sampling has not yet satisfied all of the requirements for closure by natural attenuation. As a result, sampling continues and the reserve remains at an amount to reflect our estimated cost of active remediation. The reserve is not measured on a discounted basis. We believe, based on findings-to-date and known environmental regulations, that the environmental reserve of $ 1.4 million at July 3, 2022 is adequate. At July 3, 2022, we had purchase commitments related to zinc and aluminum. We also had minimum rental commitments under non-cancelable operating leases with a term in excess of one year. The purchase and minimum rental commitments are payable as follows (thousands of dollars): Purchase Minimum Rental Fiscal Year Commitments Commitments 2023 $ 5,925 $ 497 2024 $ — $ 509 2025 $ — $ 522 2026 $ — $ 535 2027 $ — $ 1,299 INCOME TAXES The provision for income taxes consisted of the following (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Currently (recoverable) payable: Federal $ ( 691 ) $ 557 State 161 420 Foreign 2,931 2,661 2,401 3,638 Deferred tax provision ( 1,981 ) 1,473 $ 420 $ 5,111 46 The items accounting for the difference between income taxes computed at the Federal statutory tax rate and the provision for income taxes were as follows: Years Ended July 3, 2022 June 27, 2021 U.S. statutory rate 21.0 % 21.0 % State taxes, net of Federal tax benefit 0.4 1.1 Foreign subsidiaries 8.4 1.0 Return to provision adjustment ( 11.1 ) — Global intangible low-taxed income 0.5 0.5 Research and development tax credit ( 9.7 ) ( 2.3 ) Solar investment tax credit ( 0.8 ) — Non-controlling interest ( 1.8 ) ( 5.9 ) Stock based compensation ( 1.3 ) 0.1 Other ( 1.1 ) ( 0.9 ) 4.5 % 14.6 % The return to provision adjustment related to adjustments we made to our fiscal 2021 estimated foreign tax credits and estimated tax impacts associated with our investment in VAST LLC. These true-up adjustments resulted from the filing of our US income tax returns during fiscal 2022 and were attributable to actual results included in the non-US income tax returns, which are filed on a calendar year basis, and which differ from estimates included in our fiscal 2021 tax provision. This adjustment was not material to our previously issued financial statements. The components of deferred tax (liabilities) assets were as follows (thousands of dollars): July 3, 2022 June 27, 2021 Unrecognized pension and postretirement benefit plan liabilities $ 604 $ 659 Accrued warranty 423 499 Payroll-related accruals 3,085 3,044 Stock-based compensation 360 306 Inventory reserve 1,010 964 Environmental reserve 327 327 Repair and maintenance supply parts reserve 222 284 Allowance for doubtful accounts 118 118 Lease Liability 710 799 Right of Use Assets ( 710 ) ( 799 ) Credit carry-forwards 2,986 1,544 Postretirement obligations ( 233 ) ( 294 ) Accumulated depreciation ( 3,886 ) ( 4,663 ) Accrued pension obligations 504 459 Joint ventures 971 1,187 Other 446 618 $ 6,937 $ 5,052 Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Federal credit carry-forwards at July 3, 2022 resulted in future benefits of approximately $ 2.8 million and expire between 2031 and 2040 . We currently anticipate having sufficient Federal taxable income to offset these credit carry-forwards. State credit carry-forwards at July 3, 2022 resulted in future benefits of approximately $ 192,000 and expire at varying times between 2025 and 2031 . A valuation allowance of $ 158,000 has been recorded as of July 3, 2022, due to our assessment of the future realization of certain state credit carry-forward benefits. We do not currently anticipate having sufficient state taxable income to offset these credit carry-forwards. Foreign income before the provision for income taxes was $ 8.6 million in 2022 and $ 5.1 million in 2021. 47 The total liability for unrecognized tax benefits was $ 1.5 million as of July 3, 2022 and $ 1.6 million as of June 27, 2021 and was included in Other Long-term Liabilities in the accompanying Consolidated Balance Sheets. This liability includes approximately $ 1.3 million and $ 1.5 million of unrecognized tax benefits at July 3, 2022 and June 27, 2021, respectively, and approximately $ 137,000 of accrued interest at July 3, 2022 and $ 146,000 at June 27, 2021. This liability does not include an amount for accrued penalties. The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was approximately $ 1.0 million at July 3, 2022 and $ 1.1 million at June 27, 2021. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years ended July 3, 2022 and June 27, 2021 (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Unrecognized tax benefits, beginning of year $ 1,458 $ 1,462 Gross increases – tax positions in prior years 13 76 Gross decreases – tax positions in prior years ( 19 ) — Gross increases – current period tax positions 241 207 Tax years closed ( 379 ) ( 287 ) Unrecognized tax benefits, end of year $ 1,314 $ 1,458 We or one of our subsidiaries files income tax returns in the United States (Federal), Wisconsin (state), Michigan (state) and various other states, Mexico and other foreign jurisdictions. Tax years open to examination by tax authorities under the statute of limitations include fiscal 2019 through 2022 for Federal, fiscal 2018 through 2022 for most states and calendar 2017 through 2021 for foreign jurisdictions. RETIREMENT PLANS AND POSTRETIREMENT COSTS We have a noncontributory Supplemental Executive Retirement Plan (“SERP”), which is a nonqualified defined benefit plan. The SERP is funded through a Rabbi Trust with TMI Trust Company. Under the SERP, as amended December 31, 2013, participants received an accrued lump-sum benefit as of December 31, 2013 which was credited to each participant’s account. Subsequent to December 31, 2013, each eligible participant receives a supplemental retirement benefit equal to the foregoing lump-sum benefit, plus an annual benefit accrual equal to 8 percent of the participant’s base salary and cash bonus, plus annual credited interest on the participant’s account balance. All then current participants as of December 31, 2013 are fully vested in their account balances with any new individuals participating in the SERP effective on or after January 1, 2014 being subject to a five year vesting period. The SERP, which is considered a nonqualified defined benefit plan under applicable rules and regulations of the Internal Revenue Code, will continue to be funded through use of a Rabbi Trust to hold investment assets to be used in part to fund any future required lump sum benefit payments to participants. The Rabbi Trust assets had a value of $ 3.3 million at July 3, 2022 and $ 3.6 million at June 27, 2021, respectively. Refer to Fair Value of Financial Instruments discussion included in Notes to Financial Statements herein for further discussion of Rabbi Trust assets. The Rabbi Trust assets are excluded from the SERP tables below as they do not qualify as plan assets. The projected benefit obligation under the SERP, which is included in the SERP tables below, was $ 3.2 million at July 3, 2022 and $ 2.8 million at June 27, 2021. The SERP has a separately determined accumulated benefit obligation, which is the actuarial present value of benefits based on service rendered and current and past compensation levels. This differs from the projected benefit obligation in that it includes no assumptions about future compensation levels. The accumulated benefit obligation under the SERP was $ 2.8 million at July 3, 2022 and $ 2.6 million at June 27, 2021. We also sponsor a postretirement health care plan for all U.S. associates hired prior to June 1, 2001. The expected cost of retiree health care benefits is recognized during the years the associates who are covered under the plan render service. Effective January 1, 2010, an amendment to the postretirement health care plan limited the benefit for future eligible retirees to $ 4,000 per plan year and the benefit is further subject to a maximum five year coverage period based on the associate’s retirement date and age. The postretirement health care plan is unfunded. Amounts included in accumulated other comprehensive loss, net of tax, at July 3, 2022, which have not yet been recognized in net periodic benefit cost were as follows (thousands of dollars): SERP Postretirement Net actuarial loss $ 777 $ 1,157 Unrecognized net actuarial losses included in accumulated other comprehensive loss at July 3, 2022 which are expected to be recognized in net periodic benefit cost (credit) in fiscal 2023, net of tax, for the SERP and postretirement plans are as follows (thousands of dollars): SERP Postretirement Net actuarial loss $ 94 $ 205 48 The following tables summarize the SERP and postretirement plans’ income and expense, funded status and actuarial assumptions for the years indicated (thousands of dollars). We use a June 30 measurement date for our SERP and postretirement plans. SERP Benefits Postretirement Benefits Years Ended Years Ended July 3, 2022 June 27, 2021 July 3, 2022 June 27, 2021 COMPONENTS OF NET PERIODIC BENEFIT COST (CREDIT): Service cost $ 63 $ 63 $ 12 $ 13 Interest cost 53 41 13 16 Plan settlements — 65 — — Amortization of prior service cost (credit) — — — ( 8 ) Amortization of unrecognized net loss 86 10 336 359 Net periodic benefit cost (credit) $ 202 $ 179 $ 361 $ 380 WEIGHTED-AVERAGE ASSUMPTIONS: Benefit Obligations: Discount rate 4.26 % 2.06 % 4.23 % 2.01 % Rate of compensation increases 4.0 % 3.0 % n/a n/a Net Periodic Benefit Cost: Discount rate 2.06 % 2.33 % 2.01 % 2.07 % Rate of compensation increases 3.0 % 3.0 % n/a n/a CHANGE IN PROJECTED BENEFIT OBLIGATION: Benefit obligation at beginning of year $ 2,797 $ 2,293 $ 709 $ 821 Service cost 63 63 12 13 Interest cost 53 41 13 16 Actuarial loss (gain) 265 631 ( 77 ) ( 26 ) Benefits paid ( 14 ) ( 231 ) ( 99 ) ( 115 ) Benefit obligation at end of year $ 3,164 $ 2,797 $ 558 $ 709 CHANGE IN PLAN ASSETS: Fair value of plan assets at beginning of year $ — $ — $ — $ — Employer contribution 14 231 99 115 Benefits paid ( 14 ) ( 231 ) ( 99 ) ( 115 ) Fair value of plan assets at end of year $ — $ — $ — $ — Funded status – accrued benefit obligations $ ( 3,164 ) $ ( 2,797 ) $ ( 558 ) $ ( 709 ) AMOUNTS RECOGNIZED IN CONSOLIDATED BALANCE SHEETS: Accrued payroll and benefits (current liabilities) ( 1,905 ) ( 463 ) ( 95 ) ( 110 ) Accrued benefit obligations (long-term liabilities) ( 1,259 ) ( 2,334 ) ( 463 ) ( 599 ) Net amount recognized $ ( 3,164 ) $ ( 2,797 ) $ ( 558 ) $ ( 709 ) CHANGES IN PLAN ASSETS AND BENEFIT OBLIGATIONS RECOGNIZED IN OTHER COMPREHENSIVE INCOME: Net periodic benefit cost $ 202 $ 179 $ 361 $ 380 Net actuarial loss (gain) 265 631 ( 77 ) ( 26 ) Settlement loss — ( 65 ) — — Amortization of prior service credits — — — 8 Amortization of unrecognized net loss ( 86 ) ( 10 ) ( 336 ) ( 359 ) Total recognized in other comprehensive (income) loss, before tax 179 556 ( 413 ) ( 377 ) Total recognized in net periodic benefit cost and other comprehensive loss, before tax $ 381 $ 735 $ ( 52 ) $ 3 49 For measurement purposes as it pertains to the estimated obligation associated with retirees prior to January 1, 2010, a 5.6 percent annual rate increase in the per capita cost of covered health care benefits was assumed for fiscal 2023; the rate was assumed to decrease gradually to 3.0 percent by the year 2025 and remain at that level thereafter. The health care cost trend assumption has a minimal effect on our postretirement benefit amounts reported. We expect to contribute $ 1.9 million to our SERP and $ 96,000 to our postretirement health care plan in fiscal 2023. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid during the fiscal years noted below (thousands of dollars): SERP Benefits Postretirement Benefits 2023 $ 1,946 $ 96 2024 $ 14 $ 98 2025 $ 14 $ 67 2026 $ 14 $ 40 2027 $ 14 $ 38 2028-2032 $ 2,373 $ 233 All U.S. associates may participate in our 401(k) Plan. We contribute 100 percent up to the first 5 percent of eligible compensation that a participant contributes to the plan. Our contributions to the 401(k) Plan were as follows (thousands of dollars): Years Ended July 3, 2022 June 27, 2021 Company contributions $ 1,964 $ 1,706 SHAREHOLDERS’ EQUITY We have 18,000,000 and 12,000,000 shares of authorized common stock, par value $ .01 per share, with 3,876,703 and 3,805,065 shares outstanding at July 3, 2022 and June 27, 2021, respectively. Holders of our common stock are entitled to one vote for each share on all matters voted on by shareholders. Our Board of Directors previously authorized a stock repurchase program to buy back up to 3,839,395 outstanding shares of our common stock as of July 3, 2022. As of July 3, 2022, 3,655,322 shares have been repurchased under this program at a cost of approximately $ 136.4 million. No shares were repurchased under this program during 2022 or 2021. EARNINGS PER SHARE Basic earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the potential dilutive common shares outstanding during the applicable period using the treasury stock method. Potential dilutive common shares include outstanding stock options and unvested restricted stock awards. A reconciliation of the components of the basic and diluted per share computations follows (in thousands, except per share amounts): Years Ended July 3, 2022 June 27, 2021 Net income attributable to STRATTEC $ 7,032 $ 22,532 Weighted average shares of common stock outstanding 3,861 3,788 Incremental shares – stock based compensation 49 64 Diluted weighted average shares of common stock outstanding 3,910 3,852 Basic earnings per share $ 1.82 $ 5.95 Diluted earnings per share $ 1.80 $ 5.85 Potentially dilutive common shares that were excluded from the calculation of diluted earnings per share because their inclusion would have been antidilutive were as follows: Years Ended Number of Options Excluded July 3, 2022 36,921 June 27, 2021 9,010 50 STOCK OPTION AND PURCHASE PLANS A summary of stock option activity under our stock incentive plan was as follows: Weighted Average Weighted Average Remaining Contractual Aggregate Intrinsic Value Shares Exercise Price Term (in years) (in thousands) Balance at June 28, 2020 90,860 $ 35.88 Exercised ( 18,236 ) $ 28.85 Balance at June 27, 2021 72,624 $ 37.65 Exercised ( 31,452 ) $ 26.28 Balance at July 3, 2022 41,172 $ 46.34 1.2 $ 31 Exercisable as of: July 3, 2022 41,172 $ 46.34 1.2 $ 31 June 27, 2021 72,624 $ 37.65 1.5 $ 790 No options were granted during fiscal 2022 or 2021. A summary of restricted stock activity under our stock incentive plan was as follows: Weighted Average Grant Date Shares Fair Value Nonvested Balance at June 28, 2020 69,394 $ 30.59 Granted 48,300 $ 21.20 Vested ( 34,669 ) $ 34.95 Forfeited ( 1,050 ) $ 22.84 Nonvested Balance at June 27, 2021 81,975 $ 23.31 Granted 43,875 $ 42.50 Vested ( 38,000 ) $ 25.56 Forfeited ( 2,750 ) $ 32.70 Nonvested Balance at July 3, 2022 85,100 $ 31.89 We have an Employee Stock Purchase Plan to provide substantially all U.S. full-time associates an opportunity to purchase shares of STRATTEC common stock through payroll deductions. A participant may contribute a maximum of $ 5,200 per calendar year to the plan. On the last day of each month or if such date is not a trading day on the most recent previous trading day, participant account balances are used to purchase shares of our common stock at the average of the highest and lowest reported sales prices of a share of STRATTEC common stock on the NASDAQ Global Market on such date. A total of 100,000 shares may be issued under the plan. Shares issued from treasury stock under the plan totaled 2,186 at an average price of $ 37.32 during 2022 and 2,541 at an average price of $ 31.03 during 2021. A total of 46,484 shares remain available for purchase under the plan as of July 3, 2022. EXPORT SALES Total export sales, sales from the United States to locations outside of the United States, are summarized as follows (thousands of dollars and percent of total net sales): Years Ended July 3, 2022 June 27, 2021 Net Sales % Net Sales % Export sales $ 122,293 27 % $ 130,260 27 % During the years ended July 3, 2022 and June 27, 2021, no countries accounted for sales of ten percent or more of total net sales. 51 PRODUCT SALES Sales by product group were as follows (thousands of dollars and percent of total net sales): Years Ended July 3, 2022 June 27, 2021 Net Sales % Net Sales % Door handles & exterior trim $ 111,805 25 % $ 126,218 26 % Keys & locksets 107,274 24 116,572 24 Power access 95,662 21 95,245 20 Latches 48,947 11 51,211 10 Aftermarket & OE service 44,826 10 47,138 10 Driver controls 34,442 7 40,031 8 Other 9,309 2 8,880 2 $ 452,265 100 % $ 485,295 100 % SALES AND RECEIVABLE CONCENTRATION Sales to our largest customers were as follows (thousands of dollars and percent of total net sales): Years Ended July 3, 2022 June 27, 2021 Net Sales % Net Sales % General Motors Company $ 130,184 29 % $ 146,547 30 % Stellantis (Formerly Fiat Chrysler Automobiles) 83,255 18 85,629 18 Ford Motor Company 79,735 18 67,670 14 $ 293,174 65 % $ 299,846 62 % Receivables from our largest customers were as follows (thousands of dollars and percent of gross receivables): July 3, 2022 June 27, 2021 Receivables % Receivables % General Motors Company $ 24,594 32 % $ 22,934 32 % Stellantis (Formerly Fiat Chrysler Automobiles) 12,845 17 11,938 17 Ford Motor Company 10,602 14 8,204 12 $ 48,041 63 % $ 43,076 61 % 52 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None I TEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain 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 STRATTEC in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that the information required to be disclosed by STRATTEC 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. We carried out an evaluation as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of STRATTEC’s disclosure controls and procedures. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of 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. We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving the desired control objectives. There was no change in our 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 July 3, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 53 Management’s Annual Report on Internal Controls over Financial Reporting STRATTEC SECURITY CORPORATION is responsible for the preparation, integrity, and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with accounting principles generally accepted in the United States of America and necessarily include some amounts that are based on management’s best estimates and judgments. We, as management of STRATTEC SECURITY CORPORATION, are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. The system of internal control over financial reporting as it relates to the financial statements is evaluated for effectiveness by management and tested for reliability through a program of internal audits. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation. The Audit Committee of the Company’s Board of Directors, consisting entirely of independent directors, meets regularly with management and the independent registered public accounting firm, and reviews audit plans and results, as well as management’s actions taken in discharging responsibilities for accounting, financial reporting, and internal control. Crowe LLP, independent registered public accounting firm, has direct and confidential access to the Audit Committee at all times to discuss the results of their audits. Management assessed the Corporation’s system of internal control over financial reporting as of July 3, 2022, in relation to criteria for effective internal control over financial reporting as described in Internal Control – Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management concluded that, as of July 3, 2022, its system of internal control over financial reporting was effective and met the criteria of the Internal Control – Integrated Framework . Crowe LLP, independent registered public accounting firm, has issued an attestation report on the Corporation’s internal control over financial reporting, which is included herein. /s/ Frank J. Krejci /s/ Patrick J. Hansen Frank J. Krejci Patrick J. Hansen President and Chief Executive Officer Senior Vice President and Chief Financial Officer 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors of STRATTEC SECURITY CORPORATION Milwaukee, Wisconsin Opinion on Internal Control over Financial Reporting We have audited STRATTEC SECURITY CORPORATION‘s (the “Company”) internal control over financial reporting as of July 3, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2022, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of July 3, 2022 and June 27, 2021, the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for each of the years in the two-year period ended July 3, 2022, and the related notes (collectively referred to as the "financial statements") and our report dated September 8, 2022 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Crowe LLP Oak Brook, Illinois September 8, 2022 55 ITEM 9B. OTHER INFORMATION Not applicable. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 56 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information included in our Proxy Statement, dated on or about September 8, 2022, under “Proposal 1: Election of Directors,” “Corporate Governance Matters-Code of Business Ethics,” “Audit Committee Matters-Audit Committee Financial Expert,” “Executive Officers,” “Delinquent Section 16(a) Reports,” “Director’s Meetings and Committees – Nominating and Corporate Governance Committee,” and “Corporate Governance Matters-Director Nominations” is incorporated herein by reference. The Audit Committee of our 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, Thomas W. Florsheim, Jr., and Michael J. Koss. ITEM 11. EXECUTIVE COMPENSATION The information included in our Proxy Statement, dated on or about September 8, 2022, under “Director Compensation” and “Executive Compensation” is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information included in our Proxy Statement, dated on or about September 8, 2022, under “Security Ownership” is incorporated herein by reference. Equity Compensation Plan Information The following table summarizes share information, as of July 3, 2022, for our Amended and Restated Stock Incentive Plan. Plan Category Number of common shares to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of common shares available for future issuance under equity compensation plans Equity compensation plans approved by shareholders 41,172 $ 46.34 177,959 Equity compensation plans not approved by shareholders — — — Total 41,172 $ 46.34 177,959 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information included in our Proxy Statement, dated on or about September 8, 2022, 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 our Proxy Statement, dated on or about September 8, 2022, under “Audit Committee Matters-Fees of Independent Registered Public Accounting Firm” is incorporated herein by reference. 57 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 10 (a)Financial Statements See Item 8 for the Consolidated Financial Statements included in this Form 10-K (b) Exhibits See the following List of Exhibits: Exhibit 3.1 (1 3 ) Amended and Restated Articles of Incorporation of the Company * 3.2 (2 0 ) Amendment to Amended and Restated Articles of Incorporation of the Company * 3.3 (2 7 ) Amendment to Amended and Restated Articles of Incorporation of the Company * 3.4 (1) Amended By-laws of the Company * 4.1 (21) Description of Registrants’ Securities * 4.2 (2) Credit Agreement, dated as of August 1, 2011, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.3 (1 2 ) Amendment No. 1 to Amended and Restated Security Agreement, dated as of June 26, 2017, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.4 (1 3 ) Amended and Restated Security Agreement, dated as of June 28, 2012, made by STRATTEC SECURITY CORPORATION in favor of BMO Harris Bank N.A., as lender * 4.5 (5 ) Amendment No. 1 to Credit Agreement, dated as of December 27, 2013, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.6 (6 ) Amendment No. 2 to Credit Agreement, dated as of June 25, 2015, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.7 (1 0 ) Amendment No. 3 to Credit Agreement, dated as of June 24, 2016, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.8 (1 2 ) Amendment No. 4 to Credit Agreement, dated as of June 26, 2017, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.9 (1 5 ) Amendment No. 5 to Credit Agreement, dated as of September 28, 2018, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.10 (19 ) Amendment No. 6 to Credit Agreement, dated as of October 28, 2019, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.11 (25 ) Amendment No. 7 to Credit Agreement, dated as of June 1, 2021, between STRATTEC SECURITY CORPORATION and BMO Harris Bank N.A., as lender * 4.12 ( 6 ) Credit Agreement, dated as of June 28, 2012, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.13 (6 ) Amendment No. 1 to Credit Agreement, dated as of January 22, 2014, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.14 (6 ) Amendment No. 2 to Credit Agreement, dated as of June 25, 2015, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.15 (9 ) Amendment No. 3 to Credit Agreement, dated as of April 27, 2016, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.16 (1 2 ) Amendment No. 4 to Credit Agreement, dated as of June 26, 2017, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.17 (1 4 ) Amendment No. 5 to Credit Agreement, dated as of March 27, 2018, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.18 (1 6 ) Amendment No. 6 to Credit Agreement, dated as of December 30, 2018, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.19 (19 ) Amendment No. 7 to Credit Agreement, dated as of October 28, 2019, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 4.20 (25 ) Amendment No. 8 to Credit Agreement, dated as of June 1, 2021, between ADAC-STRATTEC LLC and BMO Harris Bank N.A., as lender * 10.1 ( 2 2 )** Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan (Incorporated by reference from Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 3, 2020 .) * 10.2 ( 2 3 )** Form of Restricted Stock Grant Agreement with Employees to be used under the Amended and Restated STRATTEC SECURITY CORPORATION Stock Incentive Plan * 10.3 ( 18 )** STRATTEC SECURITY CORPORATION Team Incentive Plan for STRATTEC: Bonus Plan for Executive Officers and Senior Managers * 10.4 ( 18 )** STRATTEC SECURITY CORPORATION Team Incentive Plan for STRATTEC: Bonus Plan for Non-employee Members of the Board of Directors * 10.5 ( 18 )** STRATTEC SECURITY CORPORATION Team Incentive Plan for STRATTEC: Bonus Plan for Salaried Employees and Represented Employees * 10.6 ( 7 ) ** Amended and Restated STRATTEC SECURITY CORPORATION Supplemental Executive Retirement Plan * 10.7 (3)** Employment Agreement between the Company and Frank J. Krejci made as of May 5, 2010 * 58 10.8 (3)** Employment Agreement between the Company and Patrick J. Hansen made as of May 5, 2010 * 10.9 (3)** Employment Agreement between the Company and Rolando J. Guillot made as of May 5, 2010 * 10.10 (3)** Employment Agreement between the Company and Richard P. Messina made as of May 5, 2010 * 10.11 (1 3 ) ** Employment Agreement between the Company and Al Hamdan made as of May 4, 2017 * 10.12 (1 1 ) ** Change of Control Employment Agreement between the Company and Frank J. Krejci made as of July 1, 2016 * 10.13 (1 1 ) ** Change of Control Employment Agreement between the Company and Patrick J. Hansen made as of July 1, 2016 * 10.14 (1 1 ) ** Change of Control Employment Agreement between the Company and Rolando J. Guillot made as of July 1, 2016 * 10.15 (1 1 ) ** Change of Control Employment Agreement between the Company and Richard P. Messina made as of July 1, 2016 * 10.16 (1 3 ) ** Change of Control Employment Agreement between the Company and Al Hamdan made as of May 4, 2017 * 10.17 ( 8 )** Form of Restricted Stock Grant Agreement with non-employee directors * 10.18 (2 4 )** STRATTEC SECURITY CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Amended effective as of February 22, 2021) * 10.19 (4)** Letter Agreement between the Company and Harold M. Stratton II made as of September 1, 2012 * 16.1 (26) Letter regarding Change in Auditors * 21 (1 7 ) Subsidiaries of the Company * 23 Consent of Independent Registered Public Accounting Firm dated September 8, 2022 31.1 Rule 13a-14(a) Certification for Frank J. Krejci, Chief Executive Officer 31.2 Rule 13a-14(a) Certification for Patrick J. Hansen, Chief Financial Officer 32 (2 8 ) 18 U.S.C. Section 1350 Certifications 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T. XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended July 3, 2022 has been formatted in Inline XBRL. * Previously filed ** Management contract or compensatory plan or arrangement (1) Incorporated by reference from the exhibit to the Form 8-K filed on October 7, 2005. (2) Incorporated by reference from the exhibit to the Form 8-K filed on August 4, 2011. (3) Incorporated by reference from the exhibit to the March 28, 2010 Form 10-Q filed on May 6, 2010. (4) Incorporated by reference from the exhibit to the July 1, 2012 Form 10-K filed on September 6, 2012. (5 ) Incorporated by reference from the exhibit to the Form 8-K filed on December 27, 2013. (6 ) Incorporated by reference from the exhibit to the Form 8-K filed on June 25, 2015. ( 7 ) Incorporated by reference from the exhibit to the Form 8-K filed on October 10, 2013. ( 8 ) Incorporated by reference from the exhibit to the Form 10-K filed on September 5, 2014. (9 ) Incorporated by reference from the exhibit to the Form 8-K filed on April 29, 2016. (10 ) Incorporated by reference from the exhibit to the Form 8-K filed on June 24, 2016. (1 1 ) Incorporated by reference from the exhibit to the Form 10-K filed on September 8, 2016. (1 2 ) Incorporated by reference from the exhibit to the Form 8-K filed on June 27, 2017. (1 3 ) Incorporated by reference from the exhibit to the Form 10-K filed on September 7, 2017. (1 4 ) Incorporated by reference from the exhibit to the Form 8-K filed on March 27, 2018. (1 5 ) Incorporated by reference from the exhibit to the Form 8-K filed on September 28, 2018. (1 6 ) Incorporated by reference from the exhibit to the Form 8-K filed on December 31, 2018. (1 7 ) Incorporated by reference from the exhibit to the Form 10-K filed on September 6, 2018. ( 18 ) Incorporated by reference from the exhibit to the Form 10-K filed on September 5, 2019. (19 ) Incorporated by reference from the exhibit to the Form 8-K filed on October 28, 2019. (2 0 ) Incorporated by reference from the exhibit to the Form 10-Q filed on November 7, 2019. (21) Incorporated by reference from the exhibit to the Form 10-K filed on September 3, 2020. (2 2 ) Incorporated by reference from Appendix B to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 3, 2020. (2 3 ) Incorporated by reference from the exhibit to the Form 10-Q filed on November 5, 2020. (2 4 ) Incorporated by reference from the exhibit to the Form 10-Q filed on May 6, 2021. (2 5 ) Incorporated by reference from the exhibit to the Form 8-K filed on June 2, 2021. (26) Incorporated by reference from the exhibit to the Form 8-K filed on October 9, 2020. (27) Incorporated by reference from the exhibit to the Form 8-K filed on October 21, 2021. (2 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. ITEM 16. FORM 10-K SUMMARY None 59 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/ Frank J. Krejci Frank J. Krejci President and Chief Executive Officer Date: September 8, 2022 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/ Frank J. Krejci President, Chief Executive Officer, September 8, 2022 Frank J. Krejci and Director (Principal Executive Officer) /s/ Harold M. Stratton II Chairman and Director August 23, 2022 Harold M. Stratton II /s/ Michael J. Koss Director August 23, 2022 Michael J. Koss /s/ Thomas W. Florsheim, Jr. Director August 23, 2022 Thomas W. Florsheim, Jr. /s/ David R. Zimmer Director August 23, 2022 David R. Zimmer /s/ Tina Chang Director August 23, 2022 Tina Chang /s/ Patrick J. Hansen Senior Vice President, Chief September 8, 2022 Patrick J. Hansen Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 60