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, 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 March 31, 1994: Common Stock 31,784,401 Shares Class A Common Stock 31,587,027 Shares Class B Common Stock 94,255 Shares MOLEX INCORPORATED FORM 10-Q MARCH 31, 1994 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Information - Unaudited Condensed Consolidated Balance Sheets -- 2 March 31, 1994 and June 30, 1993 Condensed Consolidated Statements of Income -- 3 Three Months and the Nine Months Ended March 31, 1994 and 1993 Condensed Consolidated Statements of Cash Flows -- 4 Nine Months Ended March 31, 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- MOLEX INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - In Thousands) ASSETS ------ Mar 31, June 30, 1994 1993 CURRENT ASSETS: --------- --------- Cash $ 16,911 $ 27,160 Short-term investments 220,138 158,893 Accounts receivable - net 191,945 193,192 Inventories 112,849 104,488 Other current assets 21,938 16,484 --------- --------- Total current assets 563,781 500,217 PROPERTY, PLANT AND EQUIPMENT - NET 415,483 385,828 OTHER ASSETS 61,789 75,730 --------- --------- $1,041,053 $ 961,775 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 81,176 $ 79,223 Accrued expenses 74,792 65,716 Other current liabilities 24,416 35,560 --------- --------- Total current liabilities 180,384 180,499 DEFERRED ITEMS 11,406 11,378 ACCRUED POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 7,538 6,883 LONG-TERM DEBT, less portion due currently 7,512 7,510 MINORITY INTEREST 4,884 3,851 SHAREHOLDERS' EQUITY Common stock 3,282 3,267 Paid-in capital 54,348 47,052 Retained earnings 701,718 637,074 Treasury stock (31,653) (31,107) Deferred unearned compensation (7,996) (6,235) Cumulative translation adjustments 109,630 101,603 --------- --------- Total shareholders' equity 829,329 751,654 --------- --------- $1,041,053 $ 961,775 ========= ========= The accompanying notes are an integral part of these condensed consolidated financial statements. -2- MOLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited - In Thousands Except per Share) THREE MONTHS ENDED NINE MONTHS ENDED ----------------------- ----------------------- Mar 31, Mar 31, Mar 31, Mar 31, 1994 1993 1994 1993 -------- -------- -------- -------- NET REVENUE $238,568 $206,011 $696,708 $623,699 COST OF SALES 138,465 122,844 405,548 369,697 -------- -------- -------- -------- Gross Profit 100,103 83,167 291,160 254,002 OPERATING EXPENSES: Selling 26,862 23,670 80,641 72,406 Administrative 34,237 28,832 99,395 87,852 -------- -------- -------- -------- Total Operating Expenses 61,099 52,502 180,036 160,258 Income from Operations 39,004 30,665 111,124 93,744 OTHER INCOME (EXPENSE): Foreign currency transaction loss (747) (910) (2,118) (3,579) Interest 1,402 1,347 3,712 3,838 -------- -------- -------- -------- Total Other Income 655 437 1,594 259 Income before Income Taxes and Minority Interest 39,659 31,102 112,718 94,003 INCOME TAXES 15,761 13,563 45,374 41,578 -------- -------- -------- -------- Income before Minority Interest 23,898 17,539 67,344 52,425 MINORITY INTEREST (302) (131) (961) (209) -------- -------- -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 23,596 17,408 66,383 52,216 Cumulative effect of change in method of accounting for postretirement benefits other than pensions, net of tax - - - 3,605 -------- -------- -------- -------- NET INCOME $ 23,596 $ 17,408 $ 66,383 $ 48,611 ======== ======== ======== ======== EARNINGS PER COMMON SHARE: Earnings Per Common Share before cumulative effect of change in accounting principle $ 0.37 $ 0.28 $ 1.05 $ 0.83 Cumulative effect of change in method of accounting for postretirement benefits other than pensions per share - - - 0.06 -------- -------- -------- -------- EARNINGS PER COMMON SHARE $ 0.37 $ 0.28 $ 1.05 $ 0.77 ======== ======== ======== ======== CASH DIVIDENDS PER COMMON SHARE $ 0.0100 $ 0.0075 $ 0.0275 $ 0.0190 ======== ======== ======== ======== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DURING THE PERIOD 63,402 63,041 63,285 62,959 ======== ======== ======== ======== The accompanying notes are an integral part of these condensed consolidated financial statements. -3- MOLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited - In Thousands) NINE MONTHS ENDED ----------------------- Mar 31, Mar 31, 1994 1993 -------- -------- CASH AND SHORT-TERM INVESTMENTS, Beginning of Period $186,053 $157,157 CASH AND SHORT-TERM INVESTMENTS PROVIDED FROM (USED FOR): Operations: Net income 66,383 48,611 Add (Deduct) non-cash items included in net income: Cumulative effect of change in accounting for postretirement benefits other than pensions - 3,605 Depreciation and amortization 65,870 55,141 Minority interest 961 209 Amortization of deferred unearned compensation 2,049 1,773 Loss (gain) on sale of property, plant and equipment 371 (1,673) Other charges to net income 118 301 Current items: Accounts receivable 2,146 (4,915) Inventories (7,150) (3,651) Prepaid expenses (4,776) (640) Accounts payable 404 (18,860) Accrued expenses 8,994 5,542 Income taxes (11,144) (4,785) -------- -------- NET CASH PROVIDED FROM OPERATIONS 124,226 80,658 Investments: Purchases of property, plant and equipment (92,208) (64,571) Proceeds from sale of property, plant and equipment 2,436 4,142 Decrease in other assets 11,490 7,281 -------- -------- NET CASH USED FOR INVESTMENTS (78,282) (53,148) Financing: Increase in long-term debt 1,164 - Decrease in long-term debt (1,212) (990) Cash dividends paid (1,580) (975) Disposition of treasury stock 871 771 Exercise of stock options 2,084 1,454 -------- -------- NET CASH PROVIDED FROM FINANCING 1,327 260 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND SHORT-TERM INVESTMENTS 3,725 82 -------- -------- 50,996 27,852 -------- -------- CASH AND SHORT-TERM INVESTMENTS, End of Period $237,049 $185,009 ======== ======== The accompanying notes are an integral part of these condensed consolidated financial statements. -4- 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 1993 Annual Report to Shareholders and the 1993 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 March 31, 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) 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, 1994 1993 ----------- ----------- Raw materials $ 19,921 $ 18,600 Work in process 43,002 39,379 Finished goods 49,926 46,509 ----------- ----------- $112,849 $104,488 =========== =========== -5- MOLEX INCORPORATED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated net revenues for the quarter and nine months ended March 31, 1994 increased 15.8 percent and 11.7 percent respectively, over net revenues for the corresponding periods during the prior fiscal year. The generally lower value of the U.S. dollar compared to other currencies worldwide increased net revenues by $4.6 million for the quarter and $8.0 million for the nine months ending March 31, 1994. Excluding the effects of currency fluctuation, growth in net revenues would have equaled 13.6 percent for the quarter and 10.4 percent for the nine months ending March 31, 1994. Molex continued to gain market share, with nearly all regions growing at a rate greater than the general connector industry. Net revenues in the U.S. Region increased 12.0 percent for the nine months ending March 31, 1994. The revenue growth was due to increased customer penetration through the introduction of new products. For the nine months ending March 31, 1994, the Americas (Non-U.S.) Region posted revenue growth of 44.1 percent, due to substantially increased sales in Mexico and improved sales in Brazil. European net revenues for the nine months ending March 31, 1994 improved 23.1 percent in local currencies, but were up 9.2 percent in U.S. dollars as the dollar continued to gain strength against most European currencies. Increased customer demand in the U.K., Ireland and France offset softness in the German connector market. Net revenues in the Far East North increased 10.1 percent in U.S. dollars due to the strength of the Japanese yen against the U.S. dollar, but declined 2.6 percent in local currencies due to the continued recession in Japan. The Far East South net revenues for the nine months ended March 31, 1994 increased 10.0 percent in U.S. dollars from the comparable period last fiscal year. However, during the third quarter of fiscal 1993, Molex sold a manufacturing facility in Singapore and transferred a portion of the region's harness operations to a newly formed joint venture company. Adjusting for this change, Far East South net revenues for the nine month period increased 18.1 percent from the same period a year ago. This regional growth is primarily due to increased customer penetration at many of the U.S., Japanese and European multinational companies who have relocated manufacturing operations to the region and to the strong growth in the personal computer and disk drive industries. -6- For the nine months ending March 31, 1994, 70 percent of Molex's worldwide net revenues were generated by its international operations, compared to 71 percent for the same period during the prior fiscal year. International operations are subject to currency fluctuations and government actions. Molex monitors its foreign currency exposure in each country and implements strategies responsive 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 42.0 percent and 41.8 percent for the respective quarter and nine months ending March 31, 1994 increased from the 40.4 percent and 40.7 percent reported during the comparable periods of the previous fiscal year. The Company was able to offset the effects of price erosion and higher depreciation charges with improved manufacturing efficiencies, greater absorption of fixed costs due to increased sales volume and favorable changes in product mix. For the nine months ended March 31, 1994, depreciation and amortization expenses have increased 19.5 percent from a year ago. The increase is attributed to the higher level of capital expenditures during the past several years. This year, as last, the majority of capital expenditures will be for new tooling and equipment directly related to improving efficiencies and increasing revenues. We anticipate that price erosion will continue in the connector industry. To help offset this pressure on margins we will continue to focus upon productivity improvements, control of expenses and the introduction of new and innovative products. Operating expenses as a percent of net revenue for the nine months ending March 31, 1994 remained unchanged from the same period a year ago, reflecting continued management focus on the control of expenses. Foreign currency transaction losses decreased 17.9 percent for the quarter and 40.8 percent for the nine months ending March 31, 1994 over the prior year's losses when the Company incurred significant losses due to the abrupt devaluation of several European currencies. Interest income, net of interest expense, decreased slightly for the quarter and nine months ending March 31, 1994. The decrease reflects lower 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 March 31, 1994 equaled 39.7 percent as compared to 43.6 percent reported for the same period in the prior year. This decrease is primarily caused by increased pretax profitability in countries with lower effective tax rates and increased foreign tax credit utilization. The effective tax rates for the comparable nine month periods ending March 31, 1994 and 1993, of 40.3 percent and 44.2 percent also reflect this trend. During the fourth quarter of fiscal 1993 Molex adopted Statement of Financial Accounting Standards No. 106, "Employees Accounting for Postretirement Benefits Other Than Pensions." In adopting this standard, Molex elected to immediately recognize the cumulative effect and restate the previously reported fiscal 1993 quarterly results. Net income for the quarter was $23.6 million or 37 cents per share, a 35.5 percent increase compared with $17.4 million or 28 cents per share for the same quarter last fiscal year. Excluding the effects of currency fluctuations, net income for the quarter increased 31.4 percent over the same quarter last fiscal year. For the nine months ending March 31, 1994, income before the cumulative effect of change in accounting was $66.4 million or 1.05 cents per share, a 27.1 percent increase compared to $52.2 million or 83 cents per share for the same period last fiscal year. Excluding the effects of currency fluctuations, income before the cumulative effect of change in accounting for the nine months increased 24.0 percent over the prior fiscal year. LIQUIDITY AND CAPITAL Molex maintained its strong financial position during the first nine months of fiscal 1994. Working capital at March 31, 1994 was $383.4 million, up from $319.7 million at June 30, 1993. Current assets increased by $63.6 million, primarily due to an increase in cash and short-term investments and current liabilities decreased slightly. Management believes that the Company's current liquidity and financial flexibility are adequate to support its current growth. OUTLOOK We believe Molex remains well positioned to continue increasing market share in all regions. Business remains strong in the Far East South, United States and Americas (Non-U.S.). Economic conditions remain difficult in several European countries. The fiscal year 1994 nine month results in this region were encouraging and we remain optimistic about the business opportunities for Molex in the European automotive, telecommunications and local area network markets. Local business remains slow in Japan. While Japan's economic difficulties may last through most of fiscal 1994, we believe that our continuing emphasis upon new product introduction, quality, delivery performance and improved efficiencies will generate improved long- term results. -8- Part II - Other Information Items 1 - 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 May 13, 1994 /s/ JOHN C. PSALTIS ------------------ ----------------------- John C. Psaltis Corporate Vice President, Treasurer and Chief Financial Officer Date May 13, 1994 /s/ LOUIS A. HECHT ------------------ ----------------------- Louis A. Hecht Corporate Secretary and General Counsel