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, 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: 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, 1996: Common Stock 49,937,740 Shares Class A Common Stock 50,753,705 Shares Class B Common Stock 94,255 Shares MOLEX INCORPORATED FORM 10-Q MARCH 31, 1996 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Information - Unaudited Condensed Consolidated Balance Sheets -- 2 March 31, 1996 and June 30, 1995 Condensed Consolidated Statements of Income -- 3 Three Months and Nine Months Ended March 31, 1996 and 1995 Condensed Consolidated Statements of Cash Flows -- 4 Nine Months Ended March 31, 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 11 -1- MOLEX INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited - In Thousands) ASSETS ------ Mar. 31, June 30, 1996 1995 CURRENT ASSETS: --------- --------- Cash $ 199,107 $ 253,552 Marketable securities 50,711 59,563 Accounts receivable - net 267,258 282,814 Inventories 154,282 150,836 Other current assets 29,289 26,271 --------- --------- Total current assets 700,647 773,036 PROPERTY, PLANT AND EQUIPMENT - NET 588,472 567,303 OTHER ASSETS 116,981 100,681 --------- --------- $1,406,100 $1,441,020 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 110,858 $ 128,146 Accrued expenses 91,050 85,748 Other current liabilities 49,523 64,152 --------- --------- Total current liabilities 251,431 278,046 DEFERRED ITEMS 13,788 13,310 ACCRUED POSTRETIREMENT BENEFITS 29,100 32,170 LONG-TERM DEBT, less portion due currently 7,608 8,122 MINORITY INTEREST 2,779 2,104 SHAREHOLDERS' EQUITY Common stock 5,247 4,177 Paid-in capital 113,114 101,534 Retained earnings 952,194 850,533 Treasury stock (61,124) (35,749) Deferred unearned compensation (15,075) (13,771) Cumulative translation adjustments 107,038 200,544 --------- --------- Total shareholders' equity 1,101,394 1,107,268 --------- --------- $1,406,100 $1,441,020 ========= ========= 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, 1996 1995 1996 1995 -------- -------- ---------- -------- NET REVENUE $347,065 $305,755 $1,029,724 $849,615 COST OF SALES 208,771 178,058 617,614 489,977 -------- -------- ---------- -------- Gross Profit 138,294 127,697 412,110 359,638 OPERATING EXPENSES: Selling 36,130 32,100 107,625 93,766 Administrative 47,518 42,595 142,152 120,096 -------- -------- ---------- -------- Total Operating Expenses 83,648 74,695 249,777 213,862 Income from Operations 54,646 53,002 162,333 145,776 OTHER INCOME: Foreign currency transaction gain (loss) 540 (1,302) 1,297 (1,635) Interest 2,179 2,628 8,108 6,422 -------- -------- ---------- -------- Total Other Income 2,719 1,326 9,405 4,787 Income before Income Taxes and Minority Interest 57,365 54,328 171,738 150,563 INCOME TAXES 21,244 22,504 65,328 63,345 -------- -------- ---------- -------- Income before Minority Interest 36,121 31,824 106,410 87,218 MINORITY INTEREST 2 (30) (73) (160) -------- -------- ---------- -------- NET INCOME $ 36,123 $ 31,794 $ 106,337 $ 87,058 ======== ======== ========== ======== EARNINGS PER COMMON SHARE $ 0.36 $ 0.31 $ 1.06 $ 0.87 ======== ======== ========== ======== CASH DIVIDENDS PER COMMON SHARE $ 0.0150 $ 0.0080 $ 0.0450 $ 0.0224 ======== ======== ======== ======== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DURING THE PERIOD 100,697 100,215 100,722 99,739 ======== ======== ======== ======== 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, 1996 1995 -------- -------- CASH AND CASH EQUIVALENTS, Beginning of Period $253,552 $220,681 CASH AND CASH EQUIVALENTS PROVIDED FROM (USED FOR): Operations: Net income 106,337 87,058 Add (deduct) non-cash items included in net income: Depreciation and amortization 88,704 75,822 Minority interest 73 160 Amortization of deferred unearned compensation 3,092 2,468 (Gain) loss on sale of property, plant and equipment (134) (327) Other (credits) charges to net income 195 (147) Current items: Accounts receivable (9,472) (12,241) Inventories (17,062) (16,461) Prepaid expenses (7,968) (1,980) Accounts payable (2,130) 5,198 Accrued expenses 9,156 16,314 Income taxes (8,617) 3,350 -------- -------- NET CASH PROVIDED FROM OPERATIONS 162,174 159,214 Investments: Purchases of property, plant and equipment (160,918) (123,548) Proceeds from sale of property, plant and equipment 2,645 1,259 Increase in other assets (3,656) (4,817) Increase in marketable securities (6,167) (15,482) Purchase of business, net of cash acquired - (16,052) -------- -------- NET CASH USED FOR INVESTMENTS (168,096) (158,640) Financing: Increase in long-term debt 269 - Decrease in long-term debt (926) (238) Increase in investment grants 790 - Cash dividends paid (3,972) (2,184) Purchase of treasury stock (24,992) - Disposition of treasury stock 1,566 1,277 Exercise of stock options 2,783 1,973 -------- -------- NET CASH PROVIDED FROM (USED FOR) FINANCING (24,482) 828 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (24,039) 10,285 -------- -------- (54,443) 11,687 -------- -------- CASH AND CASH EQUIVALENTS, End of Period $199,109 $232,368 ======== ======== 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 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 1995 Annual Report to Shareholders and the 1995 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 On August 2, 1995, 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 September 15, 1995 to shareholders of record as of August 25, 1995 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, 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. Certain reclassifications have been made to the prior year's financial statements in order to conform to the 1996 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, 1996 1995 ----------- ----------- Raw materials $ 31,370 $ 29,424 Work in process 51,819 59,042 Finished goods 71,093 62,370 ----------- ----------- $154,282 $150,836 =========== =========== -6- MOLEX INCORPORATED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated net revenues were $347.1 million for the quarter ended March 31, 1996, increasing 13.5 percent over net revenues for the corresponding quarter of the prior fiscal year. For the nine months ended March 31, 1996, net revenues were $1,029.7 million, an increase of 21.2 percent from the same period a year ago. The generally higher value of the US dollar compared to other currencies worldwide decreased net revenues by $12.4 million for the quarter and $12.1 million for the nine months ended March 31, 1996. Excluding the effects of currency fluctuation, growth in net revenues would have equaled 17.6 percent for the quarter and 22.6 percent for the nine months ended March 31, 1996. Molex 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 the Far East North experienced local currency growth in excess of 15 percent for the nine months ended March 31, 1996. For the three months ended March 31, 1996, revenues in the Americas region (including the former U.S. Region and the Americas Non-U.S.) increased 28.0 percent in U.S. dollars and 30.0 percent in local currency over the same quarter in the prior year. For the nine months ended March 31, 1996, the percentage of growth over the same period in the prior year was 29.2 percent in U.S. dollars and 33.4 percent in local currency. The Company continues to see increased customer sales to the automotive market as well as robust growth in certain advanced communication products. Far East South net revenues for the quarter ended March 31, 1996 increased 13.5 percent in U.S. dollars and 14.9 percent in local currency over the same quarter in the prior year. For the nine months ended March 31, 1996, net revenues increased 16.6 percent in U.S. dollars and 16.3 percent in local currency over the same period in the prior year. The high demand for personal computers and related peripheral products continues above the level of last year. The region continues to introduce products for both local demand and re-export. In Europe, net revenues increased 3.4 percent in U.S. dollars and 4.5 percent in local currency over the same quarter in the prior year. For the nine months ended March 31, 1996, net revenues increased 19.9 percent in U.S. dollars and 15.6 percent in local currency over the same period in the prior year. These increases are primarily attributable to greater demand for automotive and telecommunications products by major European customers. -7- Net revenues in the Far East North decreased 5.1 percent in U.S. dollars and increased 5.2 percent in local currency for the quarter compared to the same quarter in the prior year. Net revenue growth was 4.7 percent in U.S. dollars and 7.8 percent in local currency for the nine months ended March 31, 1996 when compared to the same period in the prior year. The Japanese economy continues to be difficult. In spite of this, Japanese domestic sales increased slightly over the same period in the prior year. For the nine months ended March 31, 1996, 68 percent of Molex's worldwide net revenues were generated from its international operations, compared to 72 percent for the same period during the prior fiscal year. Sales to the U.S. automotive market, coupled with sales of its Mod-Tap subsidiary acquired in the second half of last year, have increased the Company's domestic sales during the nine months ended March 31, 1996 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 39.8 percent and 40.0 percent for the quarter and nine months ended March 31, 1996, respectively, decreased from the 41.8 percent and 42.3 percent reported for the quarter and nine months ended March 31, 1995. Molex continues to experience start-up costs for automotive programs in the United States and Germany, and several new projects in Japan. For the nine months ended March 31, 1996, depreciation and amortization expenses have increased at a lower rate than the increase in net revenues. Depreciation and amortization expenses currently represent 8.6 percent of sales compared to 8.9 percent of sales during the same period of the prior fiscal year. Operating expenses as a percent of net revenue for the nine months ended March 31, 1996 improved slightly from the same period a year ago, reflecting the continued management focus on the control of expenses. Foreign currency transaction gains were $1.3 million for the nine months ended March 31, 1996, compared to the $1.6 million loss in the same period of the prior year. The foreign currency transaction gain for the nine-month period is primarily due to the weakening of the Japanese yen relative to the dollar when compared to the prior year. -8- Interest income, net of interest expense, decreased 17.1 percent for the quarter when compared to the same period in the prior year. This decrease reflects the lower balance of cash and marketable securities during the period coupled with lower average interest rates in countries where Molex has significant short-term investments. The 26.2 percent increase in interest income, net of interest expense, for the nine month ended March 31, 1996 when compared to the same period in the prior year includes the increase in interest income due to the higher average interest rates of the first half of the fiscal year computed on relatively constant investment balances held during that period. Interest expense has remained relatively unchanged from the prior year. The effective tax rate for the quarter ended March 31, 1996 equaled 37.0 percent as compared to 41.4 percent reported for the same period in the prior fiscal year. This decrease is primarily caused by increased pretax profitability in countries with lower effective tax rates coupled with the ability of the Company to utilize its foreign tax credits. The effective tax rates of 38.0 percent and 42.1 percent for the nine month periods ended March 31, 1996 and 1995, respectively, also reflect this trend. Net income for the quarter was $36.1 million or 36 cents per share, a 13.6 percent increase compared with $31.8 million or 31 cents per share for the same quarter last fiscal year. Excluding the effects of currency fluctuations, net income for the quarter increased 19.3 percent over the same quarter last fiscal year. For the nine months ended March 31, 1996, net income was $106.3 million or $1.06 per share, a 22.1 percent increase compared to $87.1 million or 87 cents per share for the same period last fiscal year. Excluding the effects of currency fluctuations, net income for the nine months increased 24.8 percent over the prior fiscal year. LIQUIDITY AND CAPITAL One of Molex's many financial strengths is its exceptionally strong balance sheet. Working capital at March 31, 1996 was $449.2 million, down from $495.0 million at June 30, 1995. The exchange effect of the stronger U.S. dollar coupled with significant purchases of treasury stock during the nine month ended March 31, 1996 are primarily responsible for the decline in working capital. The Company is authorized to purchase approximately 1,500,000 shares of common stock for the treasury during this fiscal year. A total of 785,000 shares were purchased during the nine months ended March 31, 1996. Management believes that the Company's current liquidity and financial flexibility are adequate to support its current growth. -9- OUTLOOK The prospects for the remainder of fiscal 1996 continue to look promising. Molex will continue to push into new markets and expand its product line through the introduction of new and innovative products. Leading edge businesses like Mod-Tap W. Corporation (a wholly-owned subsidiary) and the Fiber Optics Group are expected to better position Molex to expand into rapidly growing markets like local area networks and communications. While the Company continues to see increased demand for its products, pricing pressures and start-up costs will continue to exert downward pressure on gross margins. -10- Part II - Other Information Items 1 - 6. Not Applicable -11- 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 10, 1996 /s/ ROBERT B. MAHONEY ------------------ ----------------------- Robert B. Mahoney Corporate Vice President and Treasurer Date May 10, 1996 /s/ LOUIS A. HECHT ------------------ ----------------------- Louis A. Hecht Corporate Secretary and General Counsel