JABIL CIRCUIT INC
10-Q, 2000-01-14
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, 1999.

[ ] 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.)

                            10560 Ninth Street North
                            St. Petersburg, FL 33716
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)

Registrant's Telephone No., including area code: (727) 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, 2000, there were 86,865,711 shares of the
Registrant's Common Stock outstanding.




<PAGE>   2

                      JABIL CIRCUIT, INC. AND SUBSIDIARIES

                                     INDEX


                         PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

<S>     <C>                                                                  <C>
Item 1.  Financial Statements

         Consolidated Balance Sheets at
         August 31, 1999 and November 30, 1999................................ 3

         Consolidated Statements of Earnings for the three months
         ended November 30, 1998 and 1999......................................4

         Consolidated Statements of Comprehensive Income for the
         three months ended November 30, 1998 and 1999.........................5

         Consolidated Statements of Cash Flows
         for the three months ended November 30, 1998 and 1999.................6

         Notes to Consolidated Financial Statements............................7

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations.........................11

Item 3.  Quantitative and Qualitative Disclosure About
         Market Risk...........................................................14

PART II. OTHER INFORMATION

Item 2.  Changes in Securities.................................................14

Item 6.  Exhibits and Reports on Form 8-K......................................14

         Signatures............................................................15
</TABLE>




                                       2
<PAGE>   3

PART I.  FINANCIAL INFORMATION

                      JABIL CIRCUIT, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                      August 31,           November 30,
                                                         1999                  1999
                                                     -----------           ------------
<S>                                                  <C>                   <C>
ASSETS
Current assets
  Cash and cash equivalents                          $   125,949           $    43,254
  Short-term investments                                  27,176                 4,870
  Accounts receivable - Net                              261,078               318,647
  Inventories                                            217,840               299,477
  Prepaid expenses and other current assets               14,794                22,765
  Deferred income taxes                                   13,896                13,500
                                                     -----------           -----------

        Total current assets                             660,733               702,513

Property, plant and equipment, net                       353,522               396,295
Other assets                                              20,786                39,940
                                                     -----------           -----------

                                                     $ 1,035,041           $ 1,138,748
                                                     ===========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Current installments of long term debt             $     9,610           $     8,333
  Short-term debt                                         21,501                 1,588
  Accounts payable                                       300,093               384,571
  Accrued expenses                                        59,186                62,648
  Income taxes payable                                    20,511                15,141
                                                     -----------           -----------

        Total current liabilities                        410,901               472,281

Long term debt, less current installments                 34,712                33,333
Deferred income taxes                                     10,199                21,276
Deferred grant revenue                                     1,798                 3,731
                                                     -----------           -----------

        Total liabilities                                457,610               530,621
                                                     -----------           -----------
Stockholders' equity
  Common stock                                                87                    87
  Additional paid-in capital                             296,396               300,929
  Retained earnings                                      281,166               307,654
  Cumulative translation adjustment                         (218)                 (543)
                                                     -----------           -----------

        Total stockholders' equity                       577,431               608,127
                                                     -----------           -----------

                                                     $ 1,035,041           $ 1,138,748
                                                     ===========           ===========
</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,
                                                -----------------------------
                                                   1998                1999
                                                ---------           ---------
<S>                                             <C>                 <C>
Net revenue                                     $ 495,115           $ 689,822
  Cost of revenue                                 440,420             616,435
                                                ---------           ---------

Gross profit                                       54,695              73,387

Operating expenses:
  Selling, general and administrative              20,825              27,051
  Research and development                          1,457               1,182
  Amortization of intangibles                         357                 599
  Acquisition-related charge                           --               5,153
                                                ---------           ---------
Operating income                                   32,056              39,402

  Interest income                                    (329)             (1,180)
  Interest expense                                  1,929                 565
                                                ---------           ---------

Income before income taxes                         30,456              40,017

  Income taxes                                     10,440              13,529
                                                ---------           ---------

Net income                                      $  20,016           $  26,488
                                                =========           =========

Earnings per share:
Basic                                           $    0.25           $    0.30
                                                =========           =========
Diluted                                         $    0.24           $    0.29
                                                =========           =========

Common shares used in the calculations
of earnings per share:
Basic                                              79,689              87,410
                                                =========           =========
Diluted                                            82,778              91,389
                                                =========           =========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements




                                       4
<PAGE>   5

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

<TABLE>
<CAPTION>

                                                      Three months ended
                                                       November 30, 1999
                                                  --------------------------
                                                    1998              1999
                                                  --------          --------
<S>                                               <C>               <C>
Net Income                                        $ 20,016          $ 26,488

Other comprehensive income (loss):
Foreign currency translation adjustments                --              (325)

                                                  ========          ========
Comprehensive income                              $ 20,016          $ 26,163
                                                  ========          ========
</TABLE>






















          See Accompanying Notes to Consolidated Financial Statements




                                       5
<PAGE>   6

                      JABIL CIRCUIT, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                      Three months ended
                                                                          November 30,
                                                                -----------------------------
                                                                  1998                1999
                                                                ---------           ---------
<S>                                                             <C>                 <C>
Cash flows from operating activities:
  Net income                                                    $  20,016           $  26,488
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                12,964              23,006
      Recognition of grant revenue                                   (201)               (317)
      Deferred income taxes                                         1,895              11,473
      Loss on sale of property                                        700                 219
      Changes in operating assets and liabilities:
        Accounts receivable                                       (53,763)            (54,384)
        Inventories                                               (24,820)            (78,297)
        Prepaid expenses and other current assets                  (2,130)             (7,938)
        Other assets                                                  240              (1,011)
        Accounts payable and accrued expenses                      66,116              85,435
        Income taxes payable                                        5,583              (5,370)
                                                                ---------           ---------

      Net cash provided (used) by operating activities             26,600                (696)
                                                                ---------           ---------
Cash flows from investing activities:
  Net cash paid for business acquisition                               --             (27,386)
  Acquisition of property, plant and equipment                    (35,792)            (61,884)
  Proceeds from sale of property and equipment                        218                 750
                                                                ---------           ---------

      Net cash used in investing activities                       (35,574)            (88,520)
                                                                ---------           ---------
Cash flows from financing activities:
  Repayment of note payable to bank                                  (256)            (19,913)
  Payments of long-term debt                                       (1,674)             (2,656)
  Sale of short-term investments                                       --              22,306
  Net proceeds from issuance of common stock                          141               4,533
  Proceeds from Scottish grant                                        395               2,251
                                                                ---------           ---------

      Net cash provided (used) by financing activities             (1,394)              6,521
                                                                ---------           ---------

Net increase (decrease) in cash and cash equivalents              (10,368)            (82,695)
Cash and cash equivalents at beginning of period                   28,897             125,949
                                                                ---------           ---------

Cash and cash equivalents at end of period                      $  18,529           $  43,254
                                                                =========           =========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements




                                       6

<PAGE>   7
                      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 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,
    1999 contained in our 1999 annual report on Form 10-K. In our opinion, the
    accompanying consolidated financial statements include all adjustments,
    consisting of only 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, 1999
    are not necessarily indicative of the results that should be expected for a
    full fiscal year.

    EARNINGS PER SHARE

         The following table sets forth the calculation of basic and diluted
    earnings per share (in thousands, except per share data):

<TABLE>
<CAPTION>

                                                              Three months ended
           In thousands                                          November 30,
                                                              1998             1999
                                                            -------------------------
<S>                                                         <C>               <C>

           Net income                                       $20,016           $26,488


           Weighted-average shares-Basic                     79,689            87,410
           Effect of dilutive securities:
               Employee stock options                         3,089             3,979
                                                            -------           -------
           Weighted-average shares -Diluted                  82,778            91,389
                                                            =======           =======

           Basic EPS                                        $  0.25           $  0.30
                                                            =======           =======
           Diluted EPS                                      $  0.24           $  0.29
                                                            =======           =======
</TABLE>



                                       7

<PAGE>   8

         For the three-month periods ended November 30, 1998 and 1999, options
    to purchase 80,000 and 198,690, respectively, shares of common stock were
    outstanding during the period but were not included in the computation of
    diluted earnings per share because the options' exercise prices were
    greater than the average market price of the common shares, and therefore,
    their effect would be antidilutive.

COMMITMENTS AND CONTINGENCIES

         We were named as a defendant, along with 87 other companies engaged in
    the electronics and other industries, in a patent infringement lawsuit
    filed by the Lemelson Medical, Education & Research Foundation Limited
    Partnership ("Lemelson") in the U.S. District Court for the District of
    Arizona on February 26, 1999. The defendants include certain of our
    suppliers, customers and competitors. The complaint alleges that Jabil and
    the other defendants are each infringing upon as many as 18 patents held by
    Lemelson relating to the defendants' manufacturing processes and products.
    The complaint seeks to enjoin the defendants from further alleged acts of
    infringement, an unspecified amount of damages to compensate Lemelson for
    alleged past infringement, together with interest and costs, such damages
    to be trebled due to alleged willful infringement, reasonable attorney's
    fees, and such other relief that the court may award. We, along with
    several other defendants, jointly hired legal counsel to represent us in
    the litigation and filed an answer to the complaint denying the substantive
    allegations in the complaint and raising various affirmative defenses.
    Lemelson has offered to license the patents alleged to be infringed. Based
    on our understanding of the terms that Lemelson has made available to
    certain licensees, we believe that obtaining a license from Lemelson under
    the same or similar terms would not have a material adverse effect on our
    results of operations or financial condition. We have not yet determined,
    however, whether to seek such a license, and we cannot assure you that, if
    sought, we would be offered the same or similar terms or that the ultimate
    resolution of this matter will not have a material adverse effect on us.

         We are party to certain other lawsuits in the ordinary course of
    business. We do 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 our financial position or results of
    operations.


NEW ACCOUNTING PRONOUNCEMENTS

         Statement 133 - Accounting for Derivative Instruments and Hedging
    Activities. Statement 133 establishes methods of accounting for derivative
    financial instruments and hedging activities related to those instruments
    as well as other hedging activities. We are currently evaluating this
    Statement and have yet to form an opinion on whether its adoption will have
    any significant impact on our consolidated financial statements. We will be
    required to implement Statement 133 for our fiscal year ending August 31,
    2001.



                                       8

<PAGE>   9
NOTE 2.  BUSINESS COMBINATIONS

         On September 1, 1999 we acquired, through our Jabil Global Services
    subsidiary, the net assets of EFTC Services, Inc., an electronic product
    service and repair business. Jabil Global Services continues to offer
    repair and warranty services for existing and future customers from its
    hub-based operations in Memphis, Tennessee; Louisville, Kentucky; and
    Tampa, Florida. The purchase price of approximately $27 million was paid in
    cash. The acquisition was accounted for as a purchase and resulted in
    approximately $18 million of goodwill, which is being amortized on a
    straight-line basis over a period of 15 years. The consolidated financial
    statements include the operating results of the acquired business from the
    date of acquisition. Pro forma results of operations have not been
    presented because the effect of the acquisition was not material.

         On September 13, 1999 we issued approximately 5.6 million shares of
    our common stock for all the outstanding common stock of GET Manufacturing,
    Inc., a China-based electronics manufacturing services provider. In
    connection with the merger we recorded a one-time acquisition-related
    charge of $5.2 million ($4.7 million after-tax) consisting of key employee
    severance and legal and professional fees associated with the merger.
    Substantially all of the costs have been incurred by November 30, 1999. The
    business combination was accounted for as a pooling-of-interests and,
    accordingly, our historical consolidated financial statements presented
    herein have been restated to include the accounts and results of operations
    of GET Manufacturing, Inc. There were no significant adjustments to conform
    GET Manufacturing, Inc.'s methods of accounting with that of Jabil Circuit,
    Inc. In addition, there were no transactions between the two companies
    prior to the combination.

    A reconciliation of the previously reported results for the three months
    ended November 30, 1998 to the results in this form 10-Q is as follows (in
    thousands):

<TABLE>
<CAPTION>
                           Three months ended November 30, 1998
                           ------------------------------------
              As previously reported     GET Manufacturing, Inc.     As restated
              ----------------------     -----------------------     -----------

<S>           <C>                        <C>                         <C>
Net revenue          $447,941                    47,174                $495,115
Net income           $ 19,286                       730                $ 20,016

</TABLE>

NOTE 3.  BALANCE SHEET DETAIL

         The components of inventories consist of the following:

<TABLE>
<CAPTION>

         In thousands                            August 31,        November 30,
                                                   1999               1999
                                                 ---------           --------
         <S>                                    <C>                <C>

         Finished goods                           $ 29,192           $ 47,602
         Work-in-process                            30,728             38,900
         Raw materials                             157,920            212,975
                                                  --------           --------
                                                  $217,840           $299,477
                                                  ========           ========
</TABLE>



                                       9
<PAGE>   10


NOTE 4.  SEGMENT INFORMATION

         We derive our revenue from providing manufacturing services to major
    electronic OEM's on a contract basis. Operating segments consist of our
    manufacturing locations. The services provided, the manufacturing
    processes, class of customers and the order fulfillment process is similar
    and generally interchangeable across manufacturing locations. We have
    aggregated our operating segments into the Electronic Manufacturing
    Services segment.

         The following table sets forth segment information (in thousands):

<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                        November 30,
                                                  1998                1999
                                                 --------           --------
    <S>                                          <C>                <C>

    Net revenue                                  $495,115           $689,822

    Income before income tax                     $ 33,504           $ 53,934
      Corporate allocations                        (3,048)           (13,917)
                                                 --------           --------
                                                 $ 30,456           $ 40,017
                                                 ========           ========


                                                 August 31,        November 30,
                                                   1999                1999
                                                ---------           --------
    Long-lived assets                            $332,751           $436,235

</TABLE>



                                      10
<PAGE>   11


                      JABIL CIRCUIT, INC. AND SUBSIDIARIES

         We make "forward-looking statements" within the "safe harbor"
provision of the Private Securities Litigation Reform Act of 1995 throughout
this Quarterly Report on Form 10-Q and in the documents we incorporate by
reference herein. You can identify these statements by forward-looking words
such as "may," "will," "expect," "anticipate," "believe," "estimate," "plan"
and "continue" or similar words. We have based these statements on our current
expectations about future events. Although we believe that our expectations
reflected in or suggested by our forward-looking statements are reasonable, we
cannot assure you that these expectations will be achieved. Our actual results
may differ materially from what we currently expect. Important factors which
could cause our actual results to differ materially from the forward-looking
statements in this document are set forth in the following "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
elsewhere in this document and the "Factors Affecting Future Results" section
in our Annual Report on Form 10-K for the fiscal year ended August 31, 1999
filed with Securities and Exchange Commission.

         You should read this document and the documents that we incorporate by
reference into this Quarterly Report on Form 10-Q completely and with the
understanding that our actual future results may be materially different from
what we expect. We may not update these forward-looking statements, even if our
situation changes in the future. All forward-looking statements attributable to
us are expressly qualified by these cautionary statements.


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


         All prior year historical financial information has been restated to
    reflect the merger with GET Manufacturing, Inc. in the first fiscal quarter
    of 2000 which was accounted for as a pooling of interests.

         Our net revenue for the first quarter of fiscal 2000 increased 39% to
    $690 million from $495 million in the first quarter of fiscal 1999. This
    increase from the previous fiscal year was primarily due to increased
    production of communications and personal computer products. Foreign source
    revenue represented 44% of net revenue for the first quarter of fiscal 2000
    compared to 39% for the same period of fiscal 1999. The increase in foreign
    source revenue was attributable to increased production at our
    international locations.

         Gross margin decreased to 10.6% for the first quarter of fiscal 2000
    from 11.0% for the same period of fiscal 1999 reflecting a higher content
    of material-based revenue and underutilization of assets in certain
    international factories.

         Selling, general and administrative expenses in the first quarter of
    fiscal 2000 decreased to 3.9% of net revenue compared to 4.2% in the prior
    fiscal year, while increasing in absolute dollars from $20.8 million in the
    first quarter of fiscal 1999 to $27.1 million in the first quarter of
    fiscal 2000. The dollar increases were primarily due to increased staffing
    and related departmental expenses at all our locations as well as increased
    information systems staff to support the expansion of our business.


                                      11
<PAGE>   12

         Research and development expenses decreased to 0.2% of net revenue for
    the first quarter of fiscal 2000 as compared to 0.3% for the same period of
    fiscal 1999. In absolute dollars, the expenses decreased approximately $0.3
    million versus the same period of fiscal 1999.

         Amortization of intangibles remained a constant 0.1% of sales, while
    increasing from $0.4 million to $0.6 million. This increase is attributable
    to the $18 million of goodwill resulting from the EFTC Services, Inc
    acquisition. We are amortizing the goodwill on a straight-line basis over
    fifteen years.

         During the first quarter of fiscal 2000, we completed a merger with
    GET Manufacturing, Inc. and recorded a one-time acquisition-related charge
    of $5.2 million ($4.7 million after-tax) consisting of key employee
    severance and legal and professional fees associated with the merger.

         Interest income increased approximately $0.9 million in the first
    quarter of fiscal 2000 to $1.2 million as compared to $0.3 million in the
    first quarter of fiscal 1999 as a result of increased cash on hand.

         Interest expense decreased approximately $1.4 million in the first
    three months of fiscal 2000 to $0.6 million as compared to $1.9 million in
    the first three months of fiscal 1999 as result of the principal payment on
    our private placement debt of approximately $8.3 million made in the fourth
    quarter of fiscal 1999 and decreased borrowings to support working capital
    needs.

         Our effective tax rate decreased to 33.8% in the first quarter of
    fiscal 2000 from 34.3% in the first quarter of fiscal 1999. The tax rate is
    predominantly a function of the mix of domestic versus international income
    from operations. Our international operations are being taxed at a lower
    rate than in the United States, primarily due to the tax holiday granted to
    our Malaysian subsidiary.

BUSINESS FACTORS

         Due to the nature of turnkey manufacturing and our relatively small
    number of customers, our quarterly operating results are affected by the
    level and timing of orders, the level of capacity utilization of our
    manufacturing facilities and associated fixed costs, fluctuations in
    material costs, and by the mix of material 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 we achieve 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 our customers
    have terminated their manufacturing arrangement with us, and other
    customers have significantly reduced or delayed the volume of manufacturing
    services ordered from us. Any such termination of a manufacturing
    relationship or change, reduction or delay in orders could have an adverse
    effect on our results of operations.



                                      12
<PAGE>   13

LIQUIDITY AND CAPITAL RESOURCES

         At November 30, 1999, our principal sources of liquidity consisted of
    cash and available borrowings under our credit facilities. We have
    committed line of credit facilities in place with a syndicate of banks that
    provide up to $225 million of working capital borrowing capacity. As of
    November 30, 1999, we were not utilizing our revolving credit facility.

         We used $0.7 million of cash in operating activities for the three
    months ended November 30, 1999. The use of cash was primarily due to an
    increase in inventories of $78.3 million, an increase of $54.4 million in
    accounts receivable, offset by net income of $26.5 million, depreciation
    and amortization of $23.0 million, and increases in accounts payable and
    accrued expenses of $85.4 million.

         Net cash used in investing activities of $88.5 million for the three
    months ended November 30, 1999 consisted of our capital expenditures of
    $61.9 million for equipment worldwide in order to support increased
    activities and cash paid in the EFTC Services, Inc. acquisition of $27.4
    million.

         On September 13, 1999 we issued approximately 5.6 million shares of
    our common stock for all the outstanding common stock of GET Manufacturing,
    Inc., a China-based electronics manufacturing services provider.

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


"YEAR 2000" READINESS

         We are continuing to actively take steps to ensure that our global
    information technology infrastructure and business system applications,
    manufacturing equipment and systems are Year 2000 compliant. While not all
    possible Year 2000-date related disruption scenarios have been experienced,
    and there is a possibility of disruptions in the future, through the date
    of this report, we have not experienced material disruption or other
    significant problems. We are continuing to evaluate and mitigate our
    exposure where appropriate.

         We are unable to fully determine the effect of a failure of our own
    systems or those of third parties with whom we do business, but any
    significant failures could have a material adverse effect on our financial
    position, results of operations and cash flows.



                                      13
<PAGE>   14

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         There have been no material changes in our market risk during the
    three months ended November 30, 1999. Market risk information is contained
    under the caption "Quantitative And Qualitative Disclosures About Market
    Risk" of our 1999 Annual Report on Form 10-K for the fiscal year ended
    August 31, 1999 and is incorporated herein by reference.



PART II - OTHER INFORMATION

ITEM 2:  CHANGES IN SECURITIES

         On September 13, 1999, we completed the acquisition of 100% of the
    voting common stock of GET Manufacturing, Inc., a corporation organized
    under the laws of the British Virgin Islands, through the issuance of
    approximately 5.6 million shares of our common stock. The acquisition was
    made pursuant to an agreement and plan of merger between the us, JG
    Acquisition, Inc., a Michigan corporation and a wholly-owned subsidiary of
    ours, GET Manufacturing, Inc., and Mr. Shin Fang. The 5.6 million shares of
    common stock issued by us in exchange for 100% of the voting common stock
    of GET was not registered under the Securities Act of 1933, as amended, in
    reliance upon an exception provided by Rule 506 of Regulation D and/or
    Regulation S promulgated under the Securities Act of 1933, as amended (the
    "Act") and/or Section 4(2) of the Act, and applicable state securities
    laws.



ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits

               27.  Financial Data Schedule.

         (b)   Reports on Form 8-K

               1. September 28, 1999, November 29, 1999,
                  and December 10, 1999 regarding the GET
                  Manufacturing merger.

               2. December 20, 1999 regarding financial
                  results for the first quarter of fiscal
                  2000.



                                      14

<PAGE>   15


                                   SIGNATURES



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.


                                             Jabil Circuit, Inc.
                                             Registrant

Date: January 14, 2000                       By: /s/ Timothy L. Main
      ----------------                          -------------------------------
                                                     Timothy L. Main
                                                     President

Date: January 14, 2000                       By: /s/ Chris A. Lewis
      ----------------                          -------------------------------
                                                     Chris A. Lewis
                                                     Chief Financial Officer



                                     15

<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 FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          AUG-31-2000
<PERIOD-END>                               NOV-30-1999
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<SECURITIES>                                         0
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<CURRENT-ASSETS>                               702,513
<PP&E>                                         589,425
<DEPRECIATION>                                 193,130
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<CURRENT-LIABILITIES>                          472,281
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                                0
                                          0
<COMMON>                                            87
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<TOTAL-LIABILITY-AND-EQUITY>                 1,138,748
<SALES>                                        689,822
<TOTAL-REVENUES>                               689,822
<CGS>                                          616,435
<TOTAL-COSTS>                                  650,420
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (615)
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<INCOME-CONTINUING>                             26,488
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    26,488
<EPS-BASIC>                                    30.00
<EPS-DILUTED>                                    29.00


</TABLE>


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