MOLEX INC
10-Q, 1996-11-12
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, 1996
                                     -------------------------------

                                       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:  630-969-4550
                                                         ------------

    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, 1996:

                  Common Stock            49,857,718   Shares

                  Class A Common Stock    50,753,509   Shares

                  Class B Common Stock        94,255   Shares










                                 MOLEX INCORPORATED
                                     FORM 10-Q
                                 SEPTEMBER 30, 1996
                                       INDEX



                                                                          Page
                                                                          ----
                           PART I - FINANCIAL INFORMATION

        Item 1.  Financial Information - Unaudited

                 Condensed Consolidated Balance Sheets --                  2
                 September 30, 1996 and June 30, 1996

                 Condensed Consolidated Statements of Income --            3
                 Three Months Ended September 30, 1996 and 1995

                 Condensed Consolidated Statements of Cash Flows --        4
                 Three Months Ended September 30, 1996 and 1995

                 Notes to Condensed Consolidated Financial Statements      5

        Item 2.  Management's Discussion and Analysis of
                 Financial Condition and Results of Operations             7




                            PART II - OTHER INFORMATION                    10


























                                        -1-


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

                           ASSETS
                           ------
<CAPTION>
                                                              Sept. 30,      June 30,
                                                                1996           1996
CURRENT ASSETS:                                              ---------      ---------
<S>                                                          <C>            <C>
   Cash and cash equivalents                                $  242,093     $  242,779
   Marketable securities                                        36,247         39,883
   Accounts receivable - net                                   289,357        274,031
   Inventories                                                 149,885        147,612
   Other current assets                                         35,450         30,284
                                                             ---------      ---------
         Total current assets                                  753,032        734,589

PROPERTY, PLANT AND EQUIPMENT - NET                            621,092        613,125

OTHER ASSETS                                                   114,492        113,285
                                                             ---------      ---------
                                                            $1,488,616     $1,460,999
                                                             =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                                          $ 125,656     $  127,557
   Accrued expenses                                            100,600         93,104
   Other current liabilities                                    48,470         54,521
                                                             ---------      ---------
         Total current liabilities                             274,726        275,182

DEFERRED ITEMS                                                  14,085         13,977
ACCRUED POSTRETIREMENT BENEFITS                                 31,853         30,401
LONG-TERM DEBT, less portion due currently                       7,421          7,450
MINORITY INTEREST                                                2,730          2,718

SHAREHOLDERS' EQUITY
   Common stock                                                  5,256          5,251
   Paid-in capital                                             117,567        116,510
   Retained earnings                                         1,024,233        989,928
   Treasury stock                                              (68,284)       (62,726)
   Deferred unearned compensation                              (12,289)       (13,583)
   Cumulative translation adjustments                           91,318         95,891
                                                             ---------      ---------
         Total shareholders' equity                          1,157,801      1,131,271
                                                             ---------      ---------
                                                            $1,488,616     $1,460,999
                                                             =========      =========

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,
                                                                                  1996           1995
                                                                                ---------      ---------
<S>                                                                             <C>            <C>
NET REVENUE                                                                     $359,595       $338,176

COST OF SALES                                                                    216,769        201,298
                                                                                --------       --------
  Gross Profit                                                                   142,826        136,878

OPERATING EXPENSES:
   Selling                                                                        38,053         35,874
   Administrative                                                                 48,879         47,763
                                                                                --------       --------
     Total Operating Expenses                                                     86,932         83,637

   Income from Operations                                                         55,894         53,241

OTHER INCOME:
   Foreign currency transaction gain                                                 318            707
   Interest                                                                        2,427          3,122
                                                                                --------       --------
     Total Other Income                                                            2,745          3,829

INCOME BEFORE INCOME TAXES                                                        58,639         57,070

INCOME TAXES                                                                      22,784         21,913
                                                                                --------       --------
NET INCOME                                                                      $ 35,855       $ 35,157
                                                                                ========       ========

EARNINGS PER COMMON SHARE                                                       $   0.36       $   0.35
                                                                                ========       ========

CASH DIVIDENDS PER COMMON SHARE                                                 $ 0.0150       $ 0.0150
                                                                                ========       ========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   DURING THE PERIOD                                                             100,791        100,743
                                                                                ========       ========






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,
                                                                1996           1995
                                                              --------       --------
<S>                                                           <C>            <C>
CASH AND CASH EQUIVALENTS, Beginning of Period                $242,779       $253,552
CASH AND CASH EQUIVALENTS
   PROVIDED FROM (USED FOR):
 Operations:
   Net income                                                   35,855         35,157
    Add (deduct) non-cash items included in net income:
      Depreciation and amortization                             32,560         29,034
      Amortization of deferred unearned compensation             1,294          1,074
      (Gain) loss on sale of property, plant and equipment        (271)           237
      Other charges to net income                                   37             46
    Current items:
      Accounts receivable                                      (16,569)        (4,374)
      Inventories                                               (3,039)       (13,172)
      Prepaid expenses                                          (5,453)        (5,668)
      Accounts payable                                          (1,039)        (1,979)
      Accrued expenses                                           9,368             18
      Income taxes                                              (5,949)       (10,444)
                                                              --------       --------
            NET CASH PROVIDED FROM OPERATIONS                   46,794         29,929
 Investments:
   Purchases of property, plant and equipment                  (41,835)       (54,227)
   Proceeds from sale of property, plant and equipment             491          1,323
   Proceeds from sale of marketable securities                 399,585        416,701
   Purchases of marketable securities                         (395,949)      (415,096)
   Increase in other assets                                     (2,918)       (10,176)
                                                              --------       --------
            NET CASH USED FOR INVESTMENTS                      (40,626)       (61,475)

 Financing:
   Increase in long-term debt                                       -             227
   Decrease in long-term debt                                      (29)           (58)
   Cash dividends paid                                          (1,515)          (808)
   Purchase of treasury stock                                   (5,549)       (11,103)
   Disposition of treasury stock                                   334            818
   Exercise of stock options                                       719            181
                                                              --------       --------
            NET CASH USED FOR FINANCING                         (6,040)       (10,743)

EFFECT OF EXCHANGE RATE CHANGES ON CASH
       AND CASH EQUIVALENTS                                       (814)       (16,551)
                                                              --------       --------
                                                                  (686)       (58,840)
                                                              --------       --------
CASH AND CASH EQUIVALENTS, End of Period                      $242,093       $194,712
                                                              ========       ========

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 and records 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 1996 Annual
        Report to Shareholders and the 1996 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, 1996 and 1995, 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)  Marketable Securities

        Marketable securities are available for sale and consist of a
        variety of highly-liquid investments, with maturities generally
        less than twelve months.  Gross unrealized holding gains and
        losses are not material as of September 30, 1996 and 1995.

















                                      -5-










        (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,
                                            1996             1996
                                        -----------      -----------
        Raw materials                     $ 30,741         $ 33,841
        Work in process                     52,492           54,687
        Finished goods                      66,652           59,084
                                        -----------      -----------
                                          $149,885         $147,612
                                        ===========      ===========






































                                      -6-








                                 MOLEX INCORPORATED

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



         RESULTS OF OPERATIONS

         Consolidated net revenues were $359.6 million for the quarter
         ended September 30, 1996, increasing 6.3 percent over net revenues
         for the corresponding quarter of the prior fiscal year.  Compared
         to the same quarter in the prior year, the generally higher value
         of the US dollar compared to other currencies worldwide decreased
         net revenues by $17.0 million for the quarter.  Excluding the
         effects of currency fluctuation, growth in net revenues would have
         equaled 11.4 percent for the three months ended September 30,
         1996.

         Management believes that Molex has continued to exceed its goal of
         increasing net revenues at twice the growth rate of the worldwide
         connector market.  All geographic regions with the exception of
         Europe experienced local currency growth in excess of 10 percent
         for the three months ended September 30, 1996.

         Far East South net revenues for the quarter ended September 30,
         1996 increased 18.9 percent in U.S. dollars and 19.8 percent in
         local currencies.  Sales in this region remain strong due to
         continued demand for personal computers and related peripheral
         products.

         For the three months ended September 30, 1996, revenues in the
         Americas Region increased 15.8 percent from the prior year in
         local currencies.  Increased customer sales to the automotive
         market and strong sales of telecommunications products continue to
         drive revenue growth in this region.

         Net revenues in the Far East North increased 11.0 percent in local
         currencies for the quarter compared to the same period in the
         prior year, but decreased 2.3 percent in U.S. dollars due to the
         generally stronger U.S. dollar.  Improvement in the overall
         Japanese economy has created stronger demand for interconnection
         products in this region.

         In Europe, net revenue declined 8.5 percent in local currency and
         11.5 percent in U.S. dollars.  Demand continues to be soft within
         the region due to difficult economic conditions in several
         European countries, although some improvement was seen during the
         quarter ended September 30, 1996.








                                         -7-








         For the three months ended September 30, 1996, 68 percent of
         Molex's worldwide net revenues were generated from its
         international operations, compared to 70 percent for the same
         period during the prior fiscal year.  Strong sales to the
         automotive and telecommunications industries have increased the
         Company's U.S. domestic revenue over the same period in the prior
         fiscal year, while international revenue growth has remained
         strong.  International operations are subject to currency
         fluctuations and government actions.  Molex monitors its 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 39.7 percent for the three months
         ended September 30, 1996 decreased from the 40.5 percent reported
         during the comparable period of the previous fiscal year.  The
         decline in the gross profit percentage is primarily due to start-
         up costs for new automotive programs in Europe and several new
         projects in Japan which were offset by improvements in the U.S.
         automotive programs.

         Operating expenses as a percent of net revenue for the three
         months ended September 30, 1996 improved slightly from the same
         period a year ago, reflecting continued management focus on the
         control of expenses.

         Foreign currency transaction gains were $.3 million for the
         quarter ended September 30, 1996 compared to the $.7 million gain
         in the same quarter of the prior year.

         Interest income, net of interest expense, decreased 22.3 percent
         for the quarter ended September 30, 1996, when compared to the
         same quarter in the prior year.  The decrease reflects the lower
         average interest rates in countries where Molex has significant
         short-term investments compared to the same period in the prior
         year.  Interest expense has remained relatively unchanged from the
         prior year.

         The effective tax rate for the quarter ended September 30, 1996
         was 38.8 percent as compared to 38.3 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.

         Net income for the quarter was $35.9 million or 36 cents per
         share, a 2.0 percent increase compared with $35.2 million or 35
         cents per share for the same quarter last fiscal year.  Excluding
         the effects of currency fluctuations, net income for the quarter
         increased 7.1 percent over the same quarter last fiscal year.





                                         -8-








         LIQUIDITY AND CAPITAL

         One of Molex's many financial strengths is its exceptionally
         strong balance sheet.  Working capital at September 30, 1996
         remains strong at $478.3 million, an increase from $459.4 million
         at June 30, 1996.

         The Company purchased 175,000 shares of treasury stock during the
         quarter ended September 30, 1996.

         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 1997 continue to look
         good.  To further expand the Company's global presence, offer
         innovative products at an accelerated pace, and improve internal
         productivity, Molex plans to invest approximately $215 million in
         capital expenditures and $95 million in research and development
         for the fiscal year ending June 30, 1997.

         Management believes the Company is well-positioned to continue
         growing faster than the overall connector industry.  The Company
         continues to emphasize expansion in rapidly growing industry
         segments, product lines and geographic regions.  Molex remains
         committed to providing high quality products and a full range of
         services to its customers worldwide.


         FORWARD LOOKING STATEMENT

         This document contains various forward-looking statements.
         Statements that are not historical are forward looking statements
         and are subject to various risks and uncertainties which could
         cause actual results to vary materially from those stated.  Such
         risks and uncertainties include:  economic conditions in various
         regions, product and price competition, raw material prices,
         foreign currency exchange rate changes, technology changes, patent
         issues, litigation results, legal and regulatory developments, and
         other risks and uncertainties described in documents filed with
         the Securities and Exchange Commission.














                                       -9-








                          Part II - Other Information





        Items 1 - 6.   Not Applicable


















































                                     -10-








                              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 8, 1996                      /s/ ROBERT B. MAHONEY
           ------------------                    -----------------------
                                                 Robert B. Mahoney
                                                 Corporate Vice President,
                                                 Treasurer and Chief
                                                 Financial Officer




    Date   November 8, 1996                      /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, 1996 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-30-1997
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                         242,093
<SECURITIES>                                    36,247
<RECEIVABLES>                                  302,097
<ALLOWANCES>                                   (12,740)
<INVENTORY>                                    149,885
<CURRENT-ASSETS>                               753,032
<PP&E>                                       1,325,008
<DEPRECIATION>                                (703,916)
<TOTAL-ASSETS>                               1,488,616
<CURRENT-LIABILITIES>                          274,726
<BONDS>                                          7,421
<COMMON>                                         5,256
                                0
                                          0
<OTHER-SE>                                   1,152,545
<TOTAL-LIABILITY-AND-EQUITY>                 1,488,616
<SALES>                                        359,595
<TOTAL-REVENUES>                               359,595
<CGS>                                          216,769
<TOTAL-COSTS>                                   86,932
<OTHER-EXPENSES>                                  (318)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              (2,427)
<INCOME-PRETAX>                                 58,639
<INCOME-TAX>                                    22,784
<INCOME-CONTINUING>                             35,855
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    35,855
<EPS-PRIMARY>                                      .36
<EPS-DILUTED>                                      .36
        


</TABLE>


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