MOLEX INC
10-Q, 1997-05-21
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          March 31, 1997
                                        -------------------------
    OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    ------- SECURITIES EXCHANGE ACT OF 1934
                                       ----------------------

                           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 March 31, 1997, as restated for the
    February 1997 stock dividend:

                      Common Stock               61,825,159

                      Class A Common Stock       63,452,275

                      Class B Common Stock           94,255












                                 MOLEX INCORPORATED
                                     FORM 10-Q
                                   MARCH 31, 1997
                                       INDEX



                                                                      Page
                                                                      ----

                           PART I - FINANCIAL INFORMATION

    Item 1.      Financial Information - Unaudited

                 Condensed Consolidated Balance Sheets --               2
                 March 31, 1997 and June 30, 1996

                 Condensed Consolidated Statements of Income --         3
                 Three Months and Nine Months Ended
                 March 31, 1997 and 1996

                 Condensed Consolidated Statements of Cash Flows --     4
                 Nine Months Ended March 31, 1997 and 1996

                 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                11































                                        -1-


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

                           ASSETS
                           ------
<CAPTION>
                                                             March 31,       June 30,
                                                                1997           1996
CURRENT ASSETS:                                              ---------      ---------
<S>                                                          <C>            <C>
   Cash and cash equivalents                                $  183,519      $ 242,779
   Marketable securities                                        92,242         39,883
   Accounts receivable - net                                   306,471        274,031
   Inventories                                                 146,167        147,612
   Other current assets                                         33,825         30,284
                                                             ---------      ---------
         Total current assets                                  785,435        734,589

PROPERTY, PLANT AND EQUIPMENT - NET                            630,804        613,125

OTHER ASSETS                                                   102,374        113,285
                                                             ---------      ---------
                                                            $1,518,613     $1,460,999
                                                             =========      =========

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

CURRENT LIABILITIES:
   Accounts payable                                          $ 135,032     $  127,557
   Accrued expenses                                            107,893         93,104
   Other current liabilities                                    53,614         54,521
                                                             ---------      ---------
         Total current liabilities                             296,539        275,182

DEFERRED ITEMS                                                  15,408         13,977
ACCRUED POSTRETIREMENT BENEFITS                                 28,154         30,401
LONG-TERM DEBT, less portion due currently                       7,952          7,450
MINORITY INTEREST                                                2,916          2,718

SHAREHOLDERS' EQUITY
   Common stock                                                  6,586          6,508
   Paid-in capital                                             119,804        115,253
   Retained earnings                                         1,088,569        989,928
   Treasury stock                                              (79,257)       (62,726)
   Deferred unearned compensation                              ( 9,700)       (13,583)
   Cumulative translation adjustments                           41,642         95,891
                                                             ---------      ---------
         Total shareholders' equity                          1,167,644      1,131,271
                                                             ---------      ---------
                                                            $1,518,613     $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            NINE MONTHS ENDED
                                                    -----------------------       -----------------------
                                                    March 31,      March 31,      March 31,      March 31,
                                                      1997           1996           1997           1996
                                                    --------       --------       --------       --------
<S>                                                 <C>            <C>            <C>            <C>
NET REVENUE                                         $387,053     $  347,065     $1,123,653     $1,029,724

COST OF SALES                                        228,712        208,771        669,433        617,614
                                                    --------       --------       --------       --------
  Gross Profit                                       158,341        138,294        454,220        412,110

OPERATING EXPENSES:
   Selling                                            38,526         36,130        116,785        107,625
   Administrative                                     54,861         47,518        155,812        142,152
                                                    --------       --------       --------       --------
     Total Operating Expenses                         93,387         83,648        272,597        249,777

   Income from Operations                             64,954         54,646        181,623        162,333

OTHER INCOME:
   Foreign currency transaction loss                     751            540            789          1,297
   Interest                                            2,260          2,179          7,329          8,108
                                                    --------       --------       --------       --------
     Total Other Income                                3,011          2,719          8,118          9,405

INCOME BEFORE INCOME TAXES                            67,965         57,365        189,741        171,738

INCOME TAXES                                          24,774         21,242         70,499         65,401
                                                    --------       --------       --------       --------
NET INCOME                                          $ 43,191       $ 36,123       $119,242       $106,337
                                                    ========       ========       ========       ========

EARNINGS PER COMMON SHARE                           $   0.34       $   0.29       $   0.95       $   0.84
                                                    ========       ========       ========       ========

CASH DIVIDENDS PER COMMON SHARE                     $ 0.0120       $ 0.0120       $ 0.0360       $ 0.0360
                                                    ========       ========       ========       ========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
   DURING THE PERIOD                                 125,508        125,871        125,766        125,903
                                                    ========       ========       ========       ========

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>

                                                                NINE MONTHS ENDED
                                                              -----------------------
                                                              March 31,      March 31,
                                                                1997           1996
                                                              --------       --------
<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                                                  119,243        106,337
    Add (deduct) non-cash items included in net income:
      Depreciation and amortization                             93,500         88,704
      Amortization of deferred unearned compensation             3,883          3,092)
      (Gain) loss on sale of property, plant and equipment                       (134)
      Other charges to net income                               (1,227)         1,058
    Current items:
      Accounts receivable                                      (50,604)        (9,472)
      Inventories                                                1,176        (17,062)
      Prepaid expenses                                          (6,190)        (7,966)
      Accounts payable                                          18,714         (2,130)
      Accrued expenses                                          19,051          9,156
      Income taxes                                                 417          8,291
                                                              --------       --------
            NET CASH PROVIDED FROM OPERATIONS                  114,980        100,216
 Investments:
   Purchases of property, plant and equipment                 (109,776)       (74,749)
   Proceeds from sale of property, plant and equipment             590          1,069
   Proceeds from sale of marketable securities                  (8,948)        (9,152)
   Purchase of marketable securities                            (3,264)        (5,826)
   Increase in other assets
                                                              --------        --------
            NET CASH USED FOR INVESTMENTS                     (121,398)       (87,923)

 Financing:
   Increase in long-term debt                                      272             -
   Decrease in long-term debt                                     (898)          (185)
   Cash dividends paid                                          (2,464)        (1,387)
   Purchase of treasury stock                                  (24,992)            -
   Disposition of treasury stock                                 1,158            934
   Exercise of stock options                                     1,713            991
                                                              --------       --------
            NET CASH USED FOR FINANCING                        (25,211)           353

EFFECT OF EXCHANGE RATE CHANGES ON CASH
       AND CASH EQUIVALENTS                                    (19,434)          (820)
                                                              --------       --------
                                                               (51,063)        11,826
                                                              --------       --------
CASH AND CASH EQUIVALENTS, End of Period                      $202,489       $231,772
                                                              ========       ========

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 are not necessarily indicative of
    results to be expected for the full year.

    (2)  Earnings per Common Share

    On February 10, 1997, the Board of Directors of Molex Incorporated
    declared a twenty-five percent (25%) stock dividend.  One quarter (1/4)
    share of Common Stock was paid on April 25, 1997 to shareholders of
    record as of March 31, 1997 for each share of Common Stock and Class B
    Common Stock outstanding.  In addition, one quarter (1/4) share of
    Class A Common Stock was distributed for each share of Class A Common
    Stock outstanding.  All shares outstanding, earnings and dividends have
    been retroactively restated for the stock split effected in the form of
    a stock dividend.

    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 March 31, 1997 and 1996, the shares shown as outstanding
    in the Condensed Consolidated Statements of Income do not require
    adjustments for common stock equivalents.

    In February 1997, the Financial Accounting Standards Board ("FASB")
    issued SFAS No. 128, Earnings per Share, which the Company must adopt
    in its fiscal 1997 quarter ended December 31, 1997, SFAS No. 128
    requires the presentation of both basic and diluted earnings per share.
    Basic earnings per share presents net income available to common
    shareholders on a per share basis based only upon the number of common
    shares outstanding without consideration of dilutive securities.
    Diluted earnings per share presents the same information after giving
    effect to all dilutive securities.  Basic and fully diluted earnings
    per share for the quarter ended March 31, 1997 under the new
    presentation requirements prescribed in SFAS No. 128 would not be
    materially different than the primary earnings per share amount
    presented in the Condensed Consolidated Statement of Income.

    (3)  Reclassifications

    Certain reclassifications have been made to the prior year's financial
    statements in order to conform to the 1997 classifications.


                                  -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:

                                               March 31,        June 30,
                                                 1997            1996

    Raw Materials                             $ 29,234         $ 33,841
    Work in Process                             52,620           54,687
    Finished Goods                              64,313           59,084
                                              --------         ---------
                                              $146,167         $147,612
                                              ========         =========














































                                      -6-


                               MOLEX INCORPORATED

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

    RESULTS OF OPERATIONS

    Consolidated net revenues were $387.1 million for the quarter ended
    March 31, 1997, increasing 11.5 percent over net revenues for the
    corresponding quarter of the prior fiscal year.  For the nine months
    ended March 31, 1997, net revenues were $1,123.7 million, a 9.1 percent
    increase from the same period a year ago.  The generally higher value
    of the US dollar compared to other currencies worldwide decreased net
    revenues by $19.5 million for the quarter.  Excluding the effects of
    currency fluctuation, growth in net revenues would have been 17.1
    percent for the quarter and 14.1 percent for the nine months ended
    March 31, 1997.

    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, except Europe, experienced
    local currency growth in excess of 10 percent for the quarter and the
    nine months ended March 31, 1997.

    Far East South net revenues for the quarter ended March 31, 1997
    increased 19.6 percent in U.S. dollars and 19.8 percent in local
    currencies over the same period in the prior year. For the nine months
    ended March 31, 1997, the percentage of growth over the same period in
    the prior year was 20.8 percent in U.S. dollars and 21.3 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 March 31, 1997, revenues in the Americas
    region increased 15.9 percent in U.S. dollars and 16.3 percent in local
    currencies over the same quarter in the prior year.  For the nine
    months ended March 31, 1997, the percentage of growth over the same
    period in the prior year was 14.9 percent in U.S. dollars and 15.8
    percent 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 7.9 percent in U.S.
    dollars for the quarter compared to the same period in the prior year
    and increased 24.5 percent in local currencies.  For the nine months
    ended March 31, 1997, the percentage of growth over the same period in
    the prior year was 4.8 percent in U.S. dollars and 19.1 percent in
    local currencies.  Improvement in the overall Japanese economy has
    created stronger demand for interconnection products in this region.

    In Europe, net revenues increased 11.2 percent in U.S. dollars and
    increased 20.2 percent in local currencies over the same quarter in the
    prior year.  For the nine months ended March 31, 1997, net revenues
    decreased 0.9 percent in U.S. dollars and increased 4.5 percent in
    local currencies over the same period in the prior year. Strong sales
    of telecommunications products drove revenue growth for the quarter.









                                     - 7 -



    For the nine months ended March 31, 1997, 69 percent of Molex's
    worldwide net revenues were generated from its international
    operations, compared to 68 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 during
    the nine months ended March 31, 1997 compared to the same period in the
    prior year.  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 40.9 percent and 40.4 percent for the
    quarter and nine months ended March 31, 1997, respectively, increased
    from 39.8 percent and 40.0 percent reported for the quarter and nine
    months ended March 31, 1996, respectively.  These improvements were
    primarily due to improvements in the U.S. automotive programs.

    Operating expenses as a percent of net revenue for the nine months
    ended March 31, 1997 did not change as compared to the same period a
    year ago.

    Foreign currency transaction gains were $0.8 million for the nine
    months ended March 31, 1997 compared to the $1.3 million in the same
    period of the prior year.

    Interest income, net of interest expense, increased 3.7 percent for the
    quarter ended March 31, 1997 but decreased 9.6 percent for the nine
    months ended March 31, 1997 when compared to the same period in the
    prior year.  The decrease reflects the lower average interest rates in
    countries where Molex has significant short-term investments.  Interest
    expense has remained relatively unchanged from the prior year.

    The effective tax rate was 36.4 percent and 37.1 percent for the
    quarter and nine months ended March 31, 1997, respectively, as compared
    to 37.0 percent and 38.0 percent for the same respective periods in the
    prior fiscal year.  This decrease is primarily caused by increased
    pretax profitability in countries with lower effective tax rates.

    Net income for the quarter was $43.2 million or 34 cents per share
    (reflecting the 25% stock dividend), a 19.6 percent increase compared
    with $36.1 million or 29 cents per share for the same quarter last
    fiscal year.  Excluding the effects of currency fluctuations, net
    income for the quarter increased 25.0 percent over the same quarter
    last fiscal year.  For the nine months ended March 31, 1997, net income
    was $119.2 million or 95 cents per share, a 12.1 percent increase
    compared to $106.3 million or 84 cents per share for the same period in
    the prior fiscal year.  Excluding the effects of currency fluctuations,
    net income for the nine months increased 17.2 percent over the prior
    fiscal year.









                                     - 8 -





    LIQUIDITY AND CAPITAL

    Molex's balance sheet continues to be exceptionally strong.  Working
    capital at March 31, 1997 was $488.9 million, an increase from the
    $459.4 million at June 30, 1996.

    The Company purchased 419,000 shares of common stock for the treasury
    during the quarter, for a total of 1,038,000 shares purchased during
    the nine months ended March 31, 1997.

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


    OUTLOOK

    The prospects for the remainder of fiscal 1997 continue to look
    promising.  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 $90 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    May 15, 1997                         /s/ ROBERT B. MAHONEY
            -----------------                    --------------------
                                                 Robert B.  Mahoney
                                                 Corporate Vice President
                                                 and Treasurer


    Date    May 15, 1997                         /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 MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               MAR-31-1997
<EXCHANGE-RATE>                                      1
<CASH>                                         186,178
<SECURITIES>                                   112,794
<RECEIVABLES>                                  320,533
<ALLOWANCES>                                   (14,062)
<INVENTORY>                                    146,167
<CURRENT-ASSETS>                               785,435
<PP&E>                                       1,338,080
<DEPRECIATION>                                (707,276)
<TOTAL-ASSETS>                               1,518,613
<CURRENT-LIABILITIES>                          296,539
<BONDS>                                          7,952
<COMMON>                                         6,586
                                0
                                          0
<OTHER-SE>                                   1,161,058
<TOTAL-LIABILITY-AND-EQUITY>                 1,518,613
<SALES>                                      1,123,653
<TOTAL-REVENUES>                             1,123,653
<CGS>                                          669,433
<TOTAL-COSTS>                                  272,597
<OTHER-EXPENSES>                                  (789)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              (7,329)
<INCOME-PRETAX>                                189,741
<INCOME-TAX>                                    70,499
<INCOME-CONTINUING>                            119,242
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   119,242
<EPS-PRIMARY>                                      .95
<EPS-DILUTED>                                      .95
        


</TABLE>


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