JABIL CIRCUIT INC
10-Q, 1998-01-13
PRINTED CIRCUIT BOARDS
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<PAGE>   1


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C.  20549


                                  FORM 10-Q

(Mark One)

/X/     Quarterly report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the quarterly period ended November 30, 1997.

/ /     Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

        For the transition period from _______________ to ______________.

Commission file number:  0-21308

                              JABIL CIRCUIT, INC.

           (Exact name of registrant as specified in its charter)

          DELAWARE                                     38-1886260
(State or other jurisdiction of                     (I.R.S. Employer  
incorporation or organization)                     Identification No.)


                             10800 Roosevelt Blvd.
                           St. Petersburg, FL  33716
        (Address of principal executive offices, including zip code)

Registrant's Telephone No., including area code:  (813) 577-9749

                        ________________________________

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 
                                  ----        ----


As of January 5, 1998, there were 37,034,732 shares of the Registrant's
Common Stock outstanding.



                                      1

<PAGE>   2


                      JABIL CIRCUIT, INC. AND SUBSIDIARIES

                                     INDEX

<TABLE>
                                     PART I. FINANCIAL INFORMATION
<S>          <C>                                                                                <C>
Item 1.      Financial Statements

             Consolidated Balance Sheets at
             August 31, 1997 and November 30, 1997............................................   3

             Consolidated Statements of Earnings
             for the three months ended November 30, 1996 and 1997............................   4

             Consolidated Statements of Cash Flows
             for the three months ended November 30, 1996 and 1997............................   5

             Notes to Consolidated Financial Statements.......................................   6

Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations....................................   8



                                     PART II.  OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K.................................................  10


             Signatures.......................................................................  11


</TABLE>



                                       2
<PAGE>   3
PART I.  FINANCIAL INFORMATION


                     JABIL CIRCUIT, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (In thousands)


<TABLE>
<CAPTION>
                                             August 31,      November 30,
                                               1997             1997
                                             -----------     ------------   
                                                             (Unaudited)
<S>                                             <C>             <C>
ASSETS
Current assets
  Cash                                          $ 45,457        $ 43,151
  Accounts receivable - Net                      116,987         134,357
  Inventories                                     96,187         111,779
  Prepaid expenses and other current assets          776             801
  Deferred income taxes                            6,591           6,046
                                                --------        --------
        Total current assets                     265,998         296,134

Property, plant and equipment, net               139,520         163,989
Other assets                                         385             962
                                                --------        --------

                                                $405,903        $461,085
                                                ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Note payable to bank                          $      -        $ 10,000
  Current installments of long term debt           2,475               0
  Accounts payable                               125,741         149,847
  Accrued expenses                                34,248          30,424
  Income taxes payable                             6,186          14,448
                                                --------        --------

        Total current liabilities                168,650         204,719

Long term debt, less current installments         50,000          50,000
Deferred income taxes                              3,663           3,824
Deferred grant revenue                             2,105           1,902
                                                --------        --------

        Total liabilities                        224,418         260,445
                                                --------        --------

Stockholders' equity
  Common stock                                        37              37
  Additional paid in capital                      61,632          61,716
  Retained earnings                              119,816         138,887
                                                --------        --------

        Total stockholders' equity               181,485         200,640

                                                $405,903        $461,085
                                                ========        ========

</TABLE>


         See Accompanying Notes to Consolidated Financial Statements

                                      3
<PAGE>   4

                      JABIL CIRCUIT, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF EARNINGS
                  (In thousands, except for per share data)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                          Three months ended
                                              November 30,
                                          ---------------------
                                             1996         1997 
                                          --------     --------
<S>                                       <C>          <C>
Net revenue                              $203,070     $319,512
  Cost of revenue                         179,978      278,167
                                         --------     --------
Gross profit                               23,092       41,345

Operating expenses:
  Selling, general and administrative       7,727       11,077
  Research and development                    705          912
                                         --------     --------

Operating income                           14,660       29,356

  Interest expense                            658          713
                                         --------     --------

Income before income taxes                 14,002       28,643

  Income taxes                              5,174        9,572
                                         --------     --------

Net income                               $  8,828     $ 19,071
                                         ========     ========
Net income per share                     $   0.23     $   0.49
                                         ========     ========
Weighted average number of
   shares of common stock and
   common stock equivalents                37,884       38,675
                                         ========     ========

</TABLE>




         See Accompanying Notes to Consolidated Financial Statements

                                       4

<PAGE>   5





                      JABIL CIRCUIT, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)



<TABLE>
<CAPTION>                                  
                                                                                            Three months ended
                                                                                               November 30,
                                                                                          ------------------------
                                                                                            1996            1997
                                                                                          -------          -------
<S>                                                                                      <C>               <C>
Cash flows from operating activities:
  Net income                                                                            $  8,828          $ 19,071
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Depreciation and amortization                                                        5,433             7,128
      Recognition of grant revenue                                                          (575)             (203)
      Deferred income taxes                                                               (1,355)              706
      (Gain) loss on sale of property                                                        (17)               18
      Changes in operating assets and
        liabilities:
        Accounts receivable                                                                6,916           (17,370)
        Inventories                                                                       (2,627)          (15,592)
        Prepaid expenses and other current assets                                             32               (25)
        Other assets                                                                       1,603              (784)
        Accounts payable and accrued expenses                                             (5,690)           28,544
                                                                                        --------          --------
      Net cash provided by operating activities                                           12,548            21,493
                                                                                        --------          --------

Cash flows from investing activities:

  Acquisition of property, plant and equipment                                           (13,318)          (31,418)
  Proceeds from sale of property and equipment                                                20                10
                                                                                        --------          --------

      Net cash used in investing activities                                              (13,298)          (31,408)
                                                                                        --------          --------

Cash flows from financing activities:
  Increase in note payable to bank                                                             0            10,000
  Payments of long-term debt                                                                (544)           (2,475)
  Payments of capital lease obligations                                                      (72)                0
  Net proceeds from issuance of common stock                                                 466                84
                                                                                        --------          --------

      Net cash provided (used) by financing activities                                      (150)            7,609
                                                                                        --------          --------

Net decrease in cash                                                                        (900)           (2,306)
Cash at beginning of period                                                               73,319            45,457
                                                                                        --------          --------

Cash at end of period                                                                   $ 72,419          $ 43,151
                                                                                        ========          ========


</TABLE>

         See Accompanying Notes to Consolidated Financial Statements

                                       5


<PAGE>   6




                      JABIL CIRCUIT, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  BASIS OF PRESENTATION

     The accompanying consolidated financial statements of Jabil Circuit, Inc.
     and subsidiaries ("the Company") are unaudited and have been prepared based
     upon prescribed guidance of the Securities and Exchange Commission ("SEC").
     As such, they do not include all disclosures required by generally accepted
     accounting principles, and should be read in conjunction with the annual
     audited consolidated statements as of and for the year ended August 31,
     1997 contained in the Company's 1997 annual report on Form 10-K. In the
     opinion of management, the accompanying consolidated financial statements
     include all adjustments, consisting of normal and recurring adjustments
     necessary for a fair presentation of the financial position, results of
     operations and cash flows for the periods presented when read in
     conjunction with the annual audited consolidated financial statements and
     related notes thereto. The results of operations for the three month period
     ended November 30, 1997 are not necessarily indicative of the results that
     should be expected for a full fiscal year.

  NET INCOME PER SHARE

     Net income per share is computed using the weighted average number of
     common shares and dilutive common equivalent shares outstanding during the
     applicable period. Common equivalent shares consist of stock options, using
     the treasury stock method.

  COMMITMENTS AND CONTINGENCIES

     At November 30, 1997 the Company had outstanding approximately $32.1
     million in equipment purchase commitments, and approximately $6.8 million
     in commitments related to the construction of new manufacturing facilities.

     The Company is party to certain law suits in the ordinary course of
     business. Management does not believe that these proceedings, individually
     or in aggregate, are material or that any adverse outcomes of these
     lawsuits will have a material adverse effect on the Company's financial
     statements.






                                       6
<PAGE>   7

  NEW ACCOUNTING PRONOUNCEMENTS

     In February 1997 the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards No. 128, Earnings Per Share
     (Statement 128). Statement 128 supersedes APB Opinion No. 15, Earnings Per
     Share (APB 15) and specifies the computation, presentation and disclosure
     requirements for earnings per share (EPS) for entities with publicly held
     common stock.  Statement 128 is effective for financial statements for both
     interim and annual periods ending after December 15, 1997. Earlier
     application is not permitted. After adoption, all prior period EPS data
     presented shall be restated to conform with statement 128.

     In June 1997, the FASB issued Statement of Financial Accounting Standards
     No. 130, Reporting Comprehensive Income.  Statement 130 establishes
     standards for reporting comprehensive income.  The Statement defines
     comprehensive income as the change in equity of an enterprise except those
     resulting from shareholder transactions.  All components of comprehensive
     income are required to be reported in a new financial statement that is
     displayed with equal prominence as existing financial statements.  The
     Company will be required to adopt this statement September 1, 1998.  As the
     Statement addresses reporting and presentation issues only, there will be
     no impact on earnings from its adoption.

     In June 1997, the FASB issued Statement of Financial Accounting Standards
     No. 131, Disclosures About Segments of an Enterprise and Related
     Information. Statement 131 establishes standards for related disclosures
     about the products and services, geographic areas, and major customers of
     an enterprise.  The Company will be required to adopt this Statement for
     financial statements for the fiscal year ending August 31, 1998.  As this
     Statement addresses reporting and disclosure issues only, there will be no
     impact on earnings from its adoption.



NOTE 2.  BALANCE SHEET DETAIL

     The components of inventories consist of the following:

<TABLE>
<CAPTION>

     In thousands                         August 31,       November 30,
                                                1997               1997
                                          ----------       ------------
                                                            (Unaudited)
     <S>                                   <C>               <C>
     Finished goods                          5,594             2,601      
     Work in process                        15,160            18,840
     Raw materials                          75,433            90,338
                                            ------            ------
                                            96,187           111,779
                                            ======           =======

</TABLE>


                                     7
<PAGE>   8

                      JABIL CIRCUIT, INC. AND SUBSIDIARIES

          This management's Discussion and Analysis of
          Financial Condition and Results of Operations
          contains trend analysis and a number of forward
          looking statements. These statements are based on
          current expectations and actual results may differ
          materially. Among the factors which could cause
          actual results to vary are those described in
          "Business Factors" below.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     The Company's net revenue for the first quarter  increased 57% to $320
million compared to $203 million in the first quarter of fiscal 1997. The first
quarter increase from the previous fiscal year was primarily due to increased
production of communications and computer peripherals products.  Foreign source
revenue represented 34% of net revenue for the first quarter of fiscal 1998
compared to 31% for the same period of fiscal 1997.  The increase in foreign
source revenue was attributable to increased production at the Company's foreign
locations.

     Gross margin increased to 12.9% for the first quarter of fiscal 1998 from
11.4% for the first quarter of fiscal 1997.  This increase resulted from a shift
in product mix to higher value added products and increased utilization of the
Company's domestic and international operations.

     Selling, general and administrative expenses in the first quarter of fiscal
1998 decreased to  3.5% of net revenue compared to 3.8% of the prior fiscal
year, while increasing in absolute dollars from $7.7 million in fiscal 1997 to
$11.1 million in fiscal 1998.  The  dollar increase was primarily due to
increased staffing and related departmental expenses at all the Company's
locations along with increased information systems staff to support the
expansion of the Company's business.

     Research and development expenses of 0.3% in the first quarter of fiscal
1998 were consistent with the first quarter of fiscal 1997.  In absolute
dollars, the expenses increased approximately $207,000 versus the same period of
fiscal 1997 due to expansion of circuit design activities.

     Interest expense increased approximately $55,000 in the first quarter of
fiscal 1998 to $713,000 due to an increase in short term borrowings and
decreased interest income earned on cash balances.

     The Company's effective tax rate decreased to 33.4% in the first quarter of
fiscal 1998 from 37.0% in the first quarter of fiscal 1997. The fiscal 1998 tax
rate is lower primarily due to the granting of "pioneer" tax status to the
Company's Malaysia subsidiary. This status allows tax free treatment of the
subsidiary's income for the period November 1, 1995 to October 30, 2000.



                                       8
<PAGE>   9

BUSINESS FACTORS

     Due to the nature of turnkey manufacturing and the Company's relatively
small number of customers, the Company's quarterly operating results are
affected by the levels and timing of orders;  the level of capacity utilization
of its manufacturing facilities and associated fixed costs; fluctuations in
materials costs;  and by the mix of materials costs versus manufacturing costs.
Similarly, operating results are affected by price competition; level of
experience in manufacturing a particular product; degree of automation used in
the assembly process; efficiencies achieved by the Company in managing
inventories and fixed assets; timing of expenditures in anticipation of
increased sales; customer product delivery requirements; and shortages of
components or labor.  In the past, some of the Company's customers have
terminated their manufacturing arrangement with the Company, and other customers
have significantly reduced or delayed the volume of manufacturing services
ordered from the Company.  Any such termination of a manufacturing relationship
or change, reduction or delay in orders could have an adverse affect on the
Company's results of operations.

LIQUIDITY AND CAPITAL RESOURCES 

     At November 30, 1997 the Company's principal sources of liquidity consisted
of cash and available borrowings under the Company's credit facilities.  The
Company and its subsidiaries have committed line of credit facilities in place
with a syndicate of banks that provide up to $100 million of working capital
borrowing capacity.

     The Company generated  $21.5 million of cash in operating activities for
the three months ended November 30, 1997. The generation of cash was primarily
due to net income of $19.1 million, depreciation and amortization of $7.1
million and an increase of accounts payable and accrued expenses of $28.5
million, offset by an increase in inventories of $15.6 million and an increase
in accounts receivable of $17.4 million.

     Net cash used in investing activities of $31.4 million for the three months
ended November 30, 1997 was a result of the Company's capital expenditures for
equipment world-wide in order to support increased activities and the
construction of new manufacturing facilities.

     Net cash of $7.6 million was provided by financing activities for the three
months ended November 30, 1997.  This was primarily attributable to $10.0
million in proceeds of bank notes payable, offset by $2.5 million in payments of
long term debt.

     The Company believes that cash on hand, funds provided by operations and
available borrowings under the credit facility will be sufficient to satisfy its
currently anticipated working capital and capital expenditure requirements for
the next twelve months.





                                       9
<PAGE>   10


                      JABIL CIRCUIT, INC. AND SUBSIDIARIES


PART II - OTHER INFORMATION


         ITEM 6:      EXHIBITS AND REPORTS ON FORM 8-K

                      (a)         Exhibits


                      11.1        Statement re Computation of Net Income per 
                                  Share
                        
                      27          Financial Data Schedule (for SEC use only)
                                        

                      (b)         Form 8-K

                                  No Reports on Form 8-K were filed by the
                                  Registrant during the quarter ended November
                                  30, 1997.





                                       10
<PAGE>   11




                                   SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                    Jabil Circuit, Inc. 
                                                    -------------------
                                                    Registrant

Date:  January 9, 1998                              /s/ Thomas A. Sansone
                                                    ---------------------  
                                                    Thomas A. Sansone
                                                    President

Date:  January 9, 1998                              /s/ Chris A. Lewis
                                                    ----------------------
                                                    Chris A. Lewis
                                                    Chief Financial Officer





                                       11

<PAGE>   1


EXHIBIT 11.1

                              JABIL CIRCUIT, INC.
                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
                  (in thousands, except for per share amounts)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                       Three months ended
                                                                          November 30,
                                                                         1996      1997
                                                                        ------   -------
 <S>                                                                    <C>      <C>
                                                                                  
 Net income                                                            $ 8,828   $19,071  
                                                                       =======   =======
                                                                      
 Computation of weighted average common
 and common equivalent shares outstanding:

 Common stock                                                           35,668    37,019


 Options                                                                 2,216     1,656
                                                                       -------   -------       
                                                                         
 Total number of shares used in computing
 per share amounts                                                      37,884    38,675
                                                                       =======   =======

 Net income per share                                                  $  0.23   $  0.49
                                                                       =======   =======

</TABLE>

                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          AUG-31-1998
<PERIOD-END>                               NOV-30-1997
<CASH>                                          43,151
<SECURITIES>                                         0
<RECEIVABLES>                                  133,215
<ALLOWANCES>                                     1,142
<INVENTORY>                                    111,779
<CURRENT-ASSETS>                               296,134
<PP&E>                                         243,306
<DEPRECIATION>                                  79,317
<TOTAL-ASSETS>                                 461,085
<CURRENT-LIABILITIES>                          204,719
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            37
<OTHER-SE>                                     200,603
<TOTAL-LIABILITY-AND-EQUITY>                   461,085
<SALES>                                        319,512
<TOTAL-REVENUES>                               319,512
<CGS>                                          278,167
<TOTAL-COSTS>                                  278,167
<OTHER-EXPENSES>                                11,989
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 713
<INCOME-PRETAX>                                 28,643
<INCOME-TAX>                                     9,572
<INCOME-CONTINUING>                             19,071
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    19,071
<EPS-PRIMARY>                                     0.49
<EPS-DILUTED>                                     0.49
        

</TABLE>


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