MOLEX INC
10-Q, 1994-11-15
ELECTRONIC CONNECTORS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 10-Q


        X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    -------- SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended      September 30, 1994
                                     -------------------------------

                                       OR

             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    -------- SECURITIES EXCHANGE ACT OF 1934
    For the transition period from
                                   -----------------------------------

                         Commission File Number 0-7491

                               MOLEX INCORPORATED
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                   36-2369491
    --------------------------------                  ---------------------
    (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                  Identification No.)

    2222 Wellington Court, Lisle, Illinois                     60532
    -----------------------------------------------------------------------
    (Address of principal executive offices)                 (Zip Code)


    Registrant's telephone number, including area code:  708-969-4550
                                                         ------------


    Indicate by check mark whether the registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange
    Act of 1934 during the preceding 12 months (or for such shorter period
    that the registrant was required to file such reports), and (2) has
    been subject to such filing requirements for the past 90 days.

                  Yes       X                   No
                      -----------                 ------------

    Indicate the number of shares outstanding of each of the issuer's
    classes of common stock, as of the latest practicable date (applicable
    only to corporate registrants).   At September 30, 1994:

                  Common Stock            31,915,681   Shares

                  Class A Common Stock    31,636,975   Shares

                  Class B Common Stock        94,255   Shares










                                 MOLEX INCORPORATED
                                     FORM 10-Q
                                 SEPTEMBER 30, 1994
                                       INDEX



                                                                          Page
                                                                          ----
                           PART I - FINANCIAL INFORMATION

        Item 1.  Financial Information - Unaudited

                 Condensed Consolidated Balance Sheets --                  2
                 September 30, 1994 and June 30, 1994

                 Condensed Consolidated Statements of Income --            3
                 Three Months Ended September 30, 1994 and 1993

                 Condensed Consolidated Statements of Cash Flows --        4
                 Three Months Ended September 30, 1994 and 1993

                 Notes to Condensed Consolidated Financial Statements      5

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             6




                            PART II - OTHER INFORMATION                    9
















                                        -1-


<PAGE>
<TABLE>
                                           MOLEX INCORPORATED
                                  CONDENSED CONSOLIDATED BALANCE SHEETS
                                        (Unaudited - In Thousands)

                           ASSETS
                           ------
<CAPTION>
                                                             Sept. 30,       June 30,
                                                                1994           1994
CURRENT ASSETS:                                              ---------      ---------
<S>                                                          <C>            <C>
   Cash                                                     $   21,554     $   19,309
   Short-term investments                                      222,943        209,617
   Accounts receivable - net                                   221,834        221,674
   Inventories                                                 120,740        113,266
   Other current assets                                         26,667         22,746
                                                             ---------      ---------
         Total current assets                                  613,738        586,612

PROPERTY, PLANT AND EQUIPMENT - NET                            451,250        440,995

OTHER ASSETS                                                    98,367        110,910
                                                             ---------      ---------
                                                            $1,163,355     $1,138,517
                                                             =========      =========

            LIABILITIES AND SHAREHOLDERS' EQUITY
            ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                          $  92,715     $   96,659
   Accrued expenses                                             68,269         66,673
   Other current liabilities                                    37,631         42,062
                                                             ---------      ---------
         Total current liabilities                             198,615        205,394

DEFERRED ITEMS                                                  14,797         14,612
ACCRUED POSTRETIREMENT BENEFITS                                 27,226         26,363
LONG-TERM DEBT, less portion due currently                       7,373          7,350
MINORITY INTEREST                                                1,865          3,184

SHAREHOLDERS' EQUITY
   Common stock                                                  3,290          3,288
   Paid-in capital                                              57,060         56,464
   Retained earnings                                           756,265        729,547
   Treasury stock                                              (31,615)       (31,749)
   Deferred unearned compensation                               (6,470)        (7,223)
   Cumulative translation adjustments                          134,949        131,287
                                                             ---------      ---------
         Total shareholders' equity                            913,479        881,614
                                                             ---------      ---------
                                                            $1,163,355     $1,138,517
                                                             =========      =========

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                              -2-
</TABLE>



<PAGE>
<TABLE>

                                     MOLEX INCORPORATED
                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                         (Unaudited - In Thousands Except per Share)

<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                -----------------------
                                                                Sept. 30,     Sept. 30,
                                                                  1994           1993
                                                                --------       --------
<S>                                                             <C>            <C>
NET REVENUE                                                     $268,899       $233,244

COST OF SALES                                                    153,424        136,383
                                                                --------       --------
  Gross Profit                                                   115,475         96,861

OPERATING EXPENSES:
   Selling                                                        30,180         27,308
   Administrative                                                 38,504         32,846
                                                                --------       --------
     Total Operating Expenses                                     68,684         60,154

   Income from Operations                                         46,791         36,707

OTHER INCOME (EXPENSE):
   Foreign currency transaction loss                                 (54)          (772)
   Interest                                                        1,637          1,207
                                                                --------       --------
     Total Other Income                                            1,583            435

   Income before Income Taxes
      and Minority Interest                                       48,374         37,142

INCOME TAXES                                                      20,957         15,357
                                                                --------       --------
  Income before Minority Interest                                 27,417         21,785

MINORITY INTEREST                                                    (63)          (403)
                                                                --------       --------
NET INCOME                                                      $ 27,354       $ 21,382
                                                                ========       ========

EARNINGS PER COMMON SHARE                                       $   0.43       $   0.34
                                                                ========       ========

CASH DIVIDENDS PER COMMON SHARE                                 $ 0.0100       $ 0.0075
                                                                ========       ========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   DURING THE PERIOD                                              63,615         63,183
                                                                ========       ========

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                               -3-
</TABLE>




<PAGE>
<TABLE>
                                            MOLEX INCORPORATED
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (Unaudited - In Thousands)
<CAPTION>

                                                                THREE MONTHS ENDED
                                                              -----------------------
                                                              Sept. 30,      Sept. 30,
                                                                1994           1993
                                                              --------       --------
<S>                                                           <C>            <C>
CASH AND SHORT-TERM INVESTMENTS, Beginning of Period          $228,926       $186,053
CASH AND SHORT-TERM INVESTMENTS
   PROVIDED FROM (USED FOR):
 Operations:
   Net income                                                   27,354         21,382
    Add (Deduct) non-cash items included in net income:
      Depreciation and amortization                             24,127         22,577
      Minority  interest                                            63            403
      Amortization of deferred unearned compensation               753            666
      Loss (gain) on sale of property, plant and equipment          96            (56)
      Other charges to net income                                 (770)           212
    Current items:
      Accounts receivable                                        1,280         (1,583)
      Inventories                                               (6,852)        (5,614)
      Prepaid expenses                                          (3,935)        (6,475)
      Accounts payable                                          (4,379)         2,297
      Accrued expenses                                           1,741          4,786
      Income taxes                                              (4,433)       (12,248)
                                                              --------       --------
            NET CASH PROVIDED FROM OPERATIONS                   35,045         26,347
 Investments:
   Purchases of property, plant and equipment                  (32,204)       (28,205)
   Proceeds from sale of property, plant and equipment             458            647
   Decrease in other assets                                     12,142          8,143
                                                              --------       --------
            NET CASH USED FOR INVESTMENTS                      (19,604)       (19,415)

 Financing:
   Increase in long-term debt                                       23          1,297
   Decrease in long-term debt                                     (125)        (1,119)
   Cash dividends paid                                            (636)          (474)
   Disposition of treasury stock                                   183            298
   Exercise of stock options                                       239            239
                                                              --------       --------
            NET CASH (USED FOR) PROVIDED FROM FINANCING           (316)           241

EFFECT OF EXCHANGE RATE CHANGES ON CASH
       AND SHORT-TERM INVESTMENTS                                  446          1,666
                                                              --------       --------
                                                                15,571          8,839
                                                              --------       --------
CASH AND SHORT-TERM INVESTMENTS, End of Period                $244,497       $194,892
                                                              ========       ========

The accompanying notes are an integral part of these condensed consolidated financial statements.

                                        -4-
</TABLE>


                               MOLEX INCORPORATED

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


        (1)  Consolidated Financial Statements

        The condensed consolidated financial statements have been prepared
        from the Company's books without audit and are subject to year-end
        adjustments.  The interim financial statements reflect all
        adjustments which are, in the opinion of management, necessary for
        a fair presentation of information for the interim periods
        presented.  The condensed consolidated financial statements should
        be read in conjunction with the consolidated financial statements
        and notes thereto included in the Molex Incorporated 1994 Annual
        Report to Shareholders and the 1994 Annual Report on Form 10-K.
        The results of operations for the interim periods should not be
        considered indicative of results to be expected for the full year.


        (2)  Earnings per Common Share

        Earnings per common share (including Common Stock, Class A Common
        Stock and Class B Common Stock) have been computed using the
        weighted average number of common shares outstanding during the
        periods.  For the periods ended September 30, 1994 and 1993, the
        shares shown as outstanding in the Condensed Consolidated
        Statements of Income do not require adjustments for common stock
        equivalents as they do not have a material dilutive effect after
        applying the treasury stock method.


        (3) Short-Term Investments

        Short-term investments are available for sale and consist of a
        variety of highly-liquid investments with original maturities of
        three months or less.  Short-term investments are carried at cost,
        which approximates market.


        (4)  Inventories

        Inventories are valued at the lower of first-in, first-out cost or
        market.

        Inventories, in thousands of dollars, consisted of the following:

                                          Sept. 30,        June 30,
                                            1994             1994
                                        -----------      -----------

        Raw materials                     $ 22,127         $ 20,940
        Work in process                     45,423           42,865
        Finished goods                      53,190           49,461
                                        -----------      -----------
                                          $120,740         $113,266
                                        ===========      ===========

                                      -5-







                                 MOLEX INCORPORATED

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                              AND RESULTS OF OPERATIONS

         RESULTS OF OPERATIONS

         Consolidated net revenues reached an all-time high for the quarter
         ending September 30, 1994, increasing 15.3 and 0.6 percent over
         the same quarter of the prior fiscal year and the fourth quarter
         of fiscal year 1994, respectively.  The generally lower value of
         the U.S. dollar compared to other currencies worldwide increased
         net revenues by $6.8 million for the quarter ending September 30,
         1994 as compared to the same period in the prior fiscal year.
         Excluding the effects of currency fluctuation, growth in net
         revenues equaled 12.4 percent for the three months ending
         September 30, 1994.

         Molex continued to exceed its goal of increasing net revenues at
         twice the growth rate of the worldwide connector market.  All
         geographic regions experienced U.S. dollar revenue growth in
         excess of 10 percent for the quarter.  Net revenues in Europe
         increased 20.5 percent in local currencies and 27.0 percent in
         U.S. dollars.  We are continuing to see increased demand for
         interconnection products in most of Europe, and we are pleased
         with the increased sales we are making to the European automotive
         and telecommunication markets.  The significantly increased sales
         level in Europe, along with the streamlining of our warehouse
         operations, resulted in the net return on sales percent increasing
         approximately two times from prior year levels and nearly reaching
         our traditional goal of 10 percent net.

         U.S. Region net revenues for the quarter increased 10.5 percent
         from the prior year.  Sales remain strong in this, the largest of
         the world's connector markets.  We continue to see strong revenue
         growth in the home entertainment/appliance market and increased
         customer demand for our fiber optic products.  Continued price
         erosion in the computer market was offset by improved
         manufacturing efficiencies, resulting in a slight improvement in
         net return on sales from the prior year.

         Net revenues in the Far East North increased 13.0 percent in U.S.
         dollars and 7.4 percent in local currencies as the value of the
         U.S. dollar continued to decline against the Japanese yen.  The
         Japanese economy overall is showing some signs of improvement, but
         the domestic electronic market remains flat as Japanese companies
         continue to transfer some of their production out of Japan.  In
         spite of this, our Japanese domestic sales improved slightly from
         last year, and demand for Molex Japan products remained strong
         outside the region.

         The Far East South net revenues for the quarter ending September
         30, 1994 increased 17.2 percent in U.S. dollars and 15.1 percent
         in local currencies.  Sales in this region remain strong due to
         continued growth in the personal computer and disk drive
         industries.  The region is also gaining market share due to
         increased customer penetration at many of the multinational
         companies that have relocated manufacturing operations to the
         region.







         Net revenues in the Americas (Non-U.S.) Region grew 17.5 percent
         in U.S. dollars and 23.7 percent in local currencies from the
         prior year due to increased net revenues in Brazil and continued
         strong revenue growth in Mexico.

         For the quarter ending September 30, 1994, 72 percent of Molex's
         worldwide net revenues were generated from its international
         operations, compared to 71 percent for the same period during the
         prior fiscal year.  International operations are subject to
         currency exchange rate fluctuations and government actions.  Molex
         monitors its foreign currency exposure in each country and
         implements strategies to respond to changing economic and
         political environments.  Due to the uncertainty of the foreign
         exchange markets, Molex cannot reasonably predict future trends
         related to foreign currency fluctuations.  Foreign currency
         fluctuations have impacted results in the past and may impact
         results in the future.

         The gross profit percentage of 42.9 percent for the quarter ending
         September 30, 1994 increased from the 41.5 percent reported during
         the comparable period of the previous fiscal year.  The Company
         was able to offset the effects of price erosion in some key
         product lines with improved manufacturing efficiencies, greater
         absorption of fixed costs due to the increased sales volume and
         favorable changes in product mix.  For the three months ended
         September 30, 1994, depreciation and amortization expenses have
         increased at a lower rate than the increase in net revenues.
         Depreciation and amortization expenses currently represent 9.0
         percent of sales compared to 9.7 percent of sales during the same
         period of the prior fiscal year.

         For the fiscal year ending June 30, 1995, we expect capital
         expenditures to increase to between $165 and $175 million.  This
         increase in capital expenditures is a result of stronger sales and
         the required investment in plants, equipment and technology to
         meet our customers' needs.

         Operating expenses as a percent of net revenue for the quarter
         ending September 30, 1994 improved slightly from a year ago,
         reflecting the continued management focus on the control of
         expenses.

         Foreign currency transaction losses decreased 93.0 percent for the
         current fiscal quarter compared to the prior year quarter when the
         Company incurred high losses due to the severe devaluation of the
         Brazilian cruzeiro against the U.S. dollar.

         Interest income, net of interest expense, increased 35.6 percent
         for the quarter.  The increase reflects the higher balance of cash
         and short-term investments during the period coupled with a slight
         increase in average interest rates in countries where Molex has
         significant short-term investments.  Interest expense has remained
         relatively unchanged from the prior year.





                                         -7-







         The effective tax rate for the quarter ending September 30, 1994
         equaled 43.3 percent as compared to 41.3 percent reported for the
         same period in the prior fiscal year.  This increase is primarily
         caused by increased pretax profitability in countries with higher
         effective tax rates coupled with the inability of the Company to
         utilize all of its foreign tax credits.

         Net income for the quarter was $27.4 million or 43 cents per
         share, a 27.9 percent increase compared with $21.4 million or 34
         cents per share for the same quarter last fiscal year.  Excluding
         the effects of currency fluctuations, net income for the quarter
         increased 23.5 percent over the same quarter last fiscal year.

         During the first quarter of fiscal 1995, Molex adopted Statement
         of Financial Accounting Standards No. 115, "Accounting for Certain
         Investments in Debt and Equity Securities" (SFAS 115).  SFAS 115
         requires that the carrying value of certain investments be
         adjusted to their fair value.  Adoption of the statement did not
         have a material effect on the financial condition or consolidated
         results of operations of the Company.


         LIQUIDITY AND CAPITAL

         One of Molex's many financial strengths is its exceptionally
         strong balance sheet.  Working capital at September 30, 1994 was
         $415.1 million, up from $381.2 million at June 30, 1994.  Current
         assets increased by $27.1 million, primarily due to increases in
         short-term investments and inventory, and current liabilities
         decreased slightly.

         Management believes that the Company's current liquidity and
         financial flexibility are adequate to support its current growth.


         OUTLOOK

         The prospects for the remainder of fiscal 1995 look promising.
         Demand for interconnection products remains strong in the United
         States and Far East South and continues to accelerate in Europe.
         In Japan, we continue to see a modest improvement in our business,
         although the overall level of economic activity in Japan remains
         flat.  Molex will continue to push into new markets and expand our
         product line through the introduction of new and innovative
         products.  We expect this effort to produce worldwide sales in
         excess of $1 billion for the full fiscal year ending June 30,
         1995.

         We continue to see the effects of Molex's ability to control costs
         and improve productivity.  We will continue to review and
         challenge all activities in the Company with the goal of improving
         customer service and operating efficiencies.  We believe these
         efforts will allow Molex to exceed its financial goal of
         generating 10 percent net return on sales for the full fiscal year
         ending June 30, 1995.



                                         -8-







                          Part II - Other Information





        Items 1 - 4.   Not Applicable


        Item 5.        Other Information

                       On October 21, 1994, the Board of Directors of
                       Molex Incorporated declared a twenty-five
                       percent (25%) stock dividend payable on
                       November 28, 1994 to shareholders of record as
                       of November 7, 1994.  One quarter (1/4) share
                       of Molex Common Stock (MOLX) will be paid for
                       each share of Common Stock and Molex Class B
                       Common Stock outstanding on the record date.
                       In addition, one quarter (1/4) share of Molex
                       Class A Common Stock (MOLXA) will be paid for
                       each share of Class A Stock outstanding on the
                       record date.  This is the sixth stock dividend
                       within the last 12 years.


        Item 6.        Not Applicable































                                     -9-







                              S I G N A T U R E S







    Pursuant to the requirements of the Securities Exchange Act of 1934,

    the registrant has duly caused this report to be signed on its behalf

    by the undersigned thereunto duly authorized.




                                                  MOLEX INCORPORATED
                                                  -------------------
                                                     (Registrant)






    Date    November 11, 1994                    /s/ JOHN C. PSALTIS
           ------------------                    -----------------------
                                                 John C. Psaltis
                                                 Corporate Vice President,
                                                 Treasurer and Chief
                                                 Financial Officer




    Date    November 11, 1994                    /s/ LOUIS A. HECHT
           ------------------                    -----------------------
                                                 Louis A. Hecht
                                                 Corporate Secretary and
                                                 General Counsel




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MOLEX
INC. REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               SEP-30-1994
<EXCHANGE-RATE>                                      1
<CASH>                                         21,5547
<SECURITIES>                                   222,943
<RECEIVABLES>                                  230,962
<ALLOWANCES>                                   (9,128)
<INVENTORY>                                    120,740
<CURRENT-ASSETS>                               613,738
<PP&E>                                       1,034,742
<DEPRECIATION>                               (583,492)
<TOTAL-ASSETS>                               1,163,355
<CURRENT-LIABILITIES>                          198,615
<BONDS>                                          7,373
<COMMON>                                         3,290
                                0
                                          0
<OTHER-SE>                                     910,189
<TOTAL-LIABILITY-AND-EQUITY>                 1,163,355
<SALES>                                        268,899
<TOTAL-REVENUES>                               268,899
<CGS>                                          153,424
<TOTAL-COSTS>                                   68,684
<OTHER-EXPENSES>                                    54
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             (1,637)
<INCOME-PRETAX>                                 48,374
<INCOME-TAX>                                    20,957
<INCOME-CONTINUING>                             27,417
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    27,354
<EPS-PRIMARY>                                     0.43
<EPS-DILUTED>                                     0.43
        

</TABLE>


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