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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 May 31, 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.)
10800 Roosevelt Blvd.
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 June 30, 1999, there were 82,074,386 shares of the Registrant's Common
Stock outstanding.
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JABIL CIRCUIT, INC. AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at
August 31, 1998 and May 31, 1999............................................................ 3
Consolidated Statements of Earnings for the three months
and nine months ended May 31, 1998 and 1999................................................. 4
Consolidated Statements of Cash Flows for the nine months
ended May 31, 1998 and 1999................................................................. 5
Notes to Consolidated Financial Statements.................................................. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................................... 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................................. 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................................................ 15
Signatures.................................................................................. 15
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PART I. FINANCIAL INFORMATION
JABIL CIRCUIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
August 31, May 31,
1998 1999
--------- ---------
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 23,139 $158,469
Accounts receivable - Net 126,276 208,274
Inventories 123,097 137,845
Prepaid expenses and other current assets 1,772 9,384
Deferred income taxes 16,095 9,826
-------- --------
Total current assets 290,379 523,798
Property, plant and equipment, net 224,680 300,111
Other assets 11,644 17,954
-------- --------
$526,703 $841,863
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current installments of long term debt $ 8,333 $ 16,666
Accounts payable 132,601 201,314
Accrued expenses 40,460 46,734
Income taxes payable 5,325 13,286
-------- --------
Total current liabilities 186,719 278,000
Long term debt, less current installments 81,667 33,334
Deferred income taxes 7,724 11,850
Deferred grant revenue 2,227 2,003
-------- --------
Total liabilities 278,337 325,187
-------- --------
Stockholders' equity
Common stock 75 82
Additional paid-in capital 71,542 274,539
Retained earnings 176,749 242,055
-------- --------
Total stockholders' equity 248,366 516,676
-------- --------
$526,703 $841,863
======== ========
See Accompanying Notes to Consolidated Financial Statements
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JABIL CIRCUIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
(UNAUDITED)
Three months ended Nine months ended
May 31, May 31,
----------------------- ------------------------
1998 1999 1998 1999
-------- --------- -------- ----------
Net revenue $309,599 $ 522,497 $959,799 $1,463,801
Cost of revenue 269,826 463,066 834,621 1,298,282
-------- --------- -------- ----------
Gross profit 39,773 59,431 125,178 165,519
Operating expenses:
Selling, general and administrative 12,941 21,237 36,876 59,143
Research and development 1,065 952 2,856 3,007
-------- --------- -------- ----------
Operating income 25,767 37,242 85,446 103,369
Interest (income)/expense, net 722 (301) 2,569 2,889
-------- --------- -------- ----------
Income before income taxes 25,045 37,543 82,877 100,480
Income taxes 7,764 13,139 26,386 35,174
-------- --------- -------- ----------
Net income $ 17,281 $ 24,404 $ 56,491 $ 65,306
======== ========= ======== ==========
Earnings per share:
Basic $ 0.23 $ 0.30 $ 0.76 $ 0.85
======== ========= ======== ==========
Diluted $ 0.22 $ 0.29 $ 0.73 $ 0.81
======== ========= ======== ==========
Common shares used in the calculations
of earnings per share:
Basic 74,334 81,441 74,178 76,952
======== ========= ======== ==========
Diluted 77,230 85,325 77,236 80,453
======== ========= ======== ==========
See Accompanying Notes to Consolidated Financial Statements
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JABIL CIRCUIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine months ended
May 31,
----------------------
1998 1999
-------- --------
Cash flows from operating activities:
Net income $ 56,491 65,306
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 23,545 43,311
Recognition of grant revenue 324 (620)
Deferred income taxes 706 10,395
Loss on sale of property 638 2,703
Changes in operating assets and liabilities:
Accounts receivable (6,876) (81,998)
Inventories 12,536 (14,748)
Prepaid expenses and other current assets (756) (7,612)
Other assets (721) (7,248)
Accounts payable and accrued expenses (16,406) 83,605
-------- --------
Net cash provided by operating activities 69,481 93,094
-------- --------
Cash flows from investing activities:
Acquisition of property, plant and equipment (70,862) (121,194)
Proceeds from sale of property and equipment 328 688
-------- --------
Net cash used in investing activities (70,534) (120,506)
-------- --------
Cash flows from financing activities:
Increase in note payable to bank -- 40,000
Repayment of note payable to bank -- (80,000)
Payments of long-term debt (2,475) --
Net proceeds from issuance of common stock 1,419 202,347
Proceeds from Scottish grant -- 395
-------- --------
Net cash provided (used) by financing activities (1,056) 162,742
-------- --------
Net increase (decrease) in cash and cash equivalents (2,109) 135,330
Cash and cash equivalents at beginning of period 45,457 23,139
-------- --------
Cash and cash equivalents at end of period $ 43,348 $158,469
======== ========
See Accompanying Notes to Consolidated Financial Statements
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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
financial statements as of and for the year ended August 31, 1998
contained in the Company's 1998 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 and nine-month periods ended May 31, 1999 are
not necessarily indicative of the results that should be expected for a
full fiscal year.
REVENUE RECOGNITION
The Company typically recognizes revenue at the time of
product shipment. Such revenue is recognized net of estimated product
returns and warranty costs. At May 31, 1999 such estimated amounts for
returns and warranties are not considered material.
In connection with the August 3, 1998 acquisition of the net
assets of Hewlett-Packard Company ("HP") laser printer operations, the
Company entered into an agreement with HP to produce laser printer
component products. During the first year of the agreement, the Company
receives compensation for available capacity, as well as compensation
for the raw material content of actual units produced. The available
capacity compensation is recorded on a units produced basis.
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EARNINGS PER SHARE
(Unaudited)
In thousands Three months ended Nine months ended
May 31, May 31,
1998 1999 1998 1999
------- ------- ------- -------
Numerator:
Net income $17,281 $24,404 $56,491 $65,306
Denominator:
Denominator for basic
EPS - weighted-average shares 74,334 81,441 74,178 76,952
Effect of dilutive securities:
Employee stock options 2,896 3,884 3,058 3,501
------- ------- ------- -------
Denominator for diluted EPS-
adjusted weighted-average shares 77,230 85,325 77,236 80,453
======= ======= ======= =======
Basic EPS $ 0.23 $ 0.30 $ 0.76 $ 0.85
======= ======= ======= =======
Diluted EPS $ 0.22 $ 0.29 $ 0.73 $ 0.81
======= ======= ======= =======
For the three-month and nine-month periods ended May 31, 1999,
options to purchase 5,500 and 0, 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, the effect would be anti-dilutive. For the three-month
and nine-month periods ended May 31, 1998, 120,000 and 80,000,
respectively, such options existed.
STOCK SPLIT
All share and per share information presented herein and in
the Company's Consolidated Financial Statements has been retroactively
restated to reflect a two-for-one stock split of the Company's Common
Stock, par value $.001 per share ("Common Stock"), on February 18,
1999, paid in the form of a stock dividend, to holders of record on
February 5, 1999.
EQUITY OFFERING
On March 10, 1999, the Company completed an equity offering of
12,075,000 shares of its Common Stock (including 1,575,000 shares that
were issued to cover the underwriters' over-allotments). The Company
sold 6,900,000 shares and certain Company
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stockholders sold 5,175,000 shares at $30 per share. Net proceeds to
the Company were approximately $199 million.
COMMITMENTS AND CONTINGENCIES
On March 2, 1999, the Company received correspondence from
legal counsel for the Lemelson Medical, Education & Research Foundation
Limited Partnership ("Lemelson") advising that it had been named as a
defendant, along with 87 other companies engaged in the electronics and
other industries, in a patent infringement lawsuit filed by Lemelson in
the U.S. District Court for the District of Arizona on February 26,
1999. The defendants include suppliers, customers, and competitors of
the Company. The complaint alleges that the Company and the other
defendants are each infringing as many as 18 patents held by Lemelson
relating to the defendants' manufacturing processes and products. The
Company is currently reviewing the complaint and has not yet determined
how it will respond. 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. The correspondence from Lemelson's legal counsel,
however, advised the Company that Lemelson is offering to license the
patents alleged to be infringed. Based on management's understanding of
the terms that Lemelson has made available to certain licensees, the
Company believes that obtaining a license from Lemelson under the same
or similar terms would not have a material adverse effect on results of
operations or financial condition. The Company has not yet determined,
however, whether to seek to obtain such a license, and cannot be
assured that it will be offered the same or similar terms or that the
ultimate resolution of this matter will not have a material adverse
effect on the Company's consolidated financial statements.
The Company is party to certain other lawsuits 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
consolidated financial statements.
SUBSEQUENT EVENT
On July 6, 1999, the Company announced that it had signed a
letter of intent to purchase EFTC Corporation's service and repair
business, EFTC Services, Inc. The business has locations in Memphis,
Tennessee; Louisville, Kentucky and Tampa, Florida. The purchase price
of approximately $30 million will be paid in cash. The closing of the
transaction is subject to the completion of due diligence and other
terms and conditions and is expected to be completed on or about August
31, 1999 and be accounted for as a purchase. Following the closing, the
acquired operations will continue to offer repair services for existing
customers and EFTC customers.
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NEW ACCOUNTING PRONOUNCEMENTS
Effective September 1, 1998, the Company adopted 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.
During the nine months ended May 31, 1999 comprehensive income as
defined by Statement 130 was equal to net income as shown in the
accompanying unaudited Consolidated Statement of Earnings.
In June 1997, the Financial Accounting Standards Board 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 in its 1999 annual
consolidated financial statements. As this Statement addresses
reporting and disclosure issues only, there will be no impact on
earnings from its adoption.
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. The Company is
currently evaluating this Statement and has yet to form an opinion on
whether its adoption will have any significant impact on the Company's
consolidated financial statements. The Company will be required to
implement Statement 133 for its fiscal year ending August 31, 2001.
Statement of Position 98-5 Reporting on the Costs of Start Up
Activities. SOP 98-5 establishes standards on the financial reporting
of start-up costs and organization costs. SOP 98-5 requires costs of
start-up activities and organization costs to be expensed as incurred.
The SOP is effective for financial statements for fiscal years
beginning after December 15, 1998. As the Company has historically made
a practice of expensing costs related to both the establishment of
greenfield manufacturing facilities and the set-up of production lines
as such costs are incurred, it does not anticipate that the adoption of
SOP 98-5 will have any material impact on its consolidated financial
statements.
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NOTE 2. BALANCE SHEET DETAIL
The components of inventories consist of the following:
In thousands August 31, May 31,
1998 1999
---- ----
(Unaudited)
Finished goods 5,823 3,271
Work-in-process 15,955 11,434
Raw materials 101,319 123,140
------- -------
123,097 137,845
======= =======
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JABIL CIRCUIT, INC. AND SUBSIDIARIES
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain forward-looking statements within the
meaning of that term in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Factors that
could cause actual events or results to differ materially from those referenced
in such forward-looking statements include those described in the section
entitled "Factors Affecting Future Results" in the Company's other filings with
the Securities and Exchange Commission. The words "believe," "expect," "intend,"
"anticipate," "plan" and similar expressions and variations thereof identify
certain of such forward-looking statements, which speak only as of the dates on
which they are made. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual events and results may differ materially from
those indicated in the forward-looking statements as a result of various
factors. Readers are cautioned not to place undue reliance on any
forward-looking statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company's net revenue for the third quarter and first nine months
of fiscal 1999 increased 68.8% and 52.5% to $522 million and $1.5 billion,
respectively, from $310 million and $960 million in the third quarter and first
nine months of fiscal 1998. These increases from the previous fiscal year were
primarily due to increased production of communications products as well as
incremental revenue due to the recent acquisition of certain manufacturing and
related assets comprising the "Formatter Manufacturing Organization" business
unit of Hewlett-Packard Company ("HP acquisition"). Foreign source revenue
represented 31% of net revenue for the third quarter and first nine months of
fiscal 1999 compared to 33% for the same periods of fiscal 1998. The decrease in
foreign source revenue in the nine-month period as compared to the prior year
was attributable to increased production at the Company's domestic locations in
addition to the incremental revenue due to the HP acquisition.
Gross margin decreased to 11.4% in the third quarter of fiscal 1999
from 12.8% for the same period of fiscal 1998 reflecting a higher content of
material-based revenue from the HP acquisition and underutilization of assets in
certain international factories. Gross margin decreased to 11.3% in the first
nine months of fiscal 1999 from 13.0% for the same period of fiscal 1998
reflecting a higher content of material-based revenue from the HP acquisition
and underutilization of assets in certain international factories.
Selling, general and administrative expenses in the third quarter of
fiscal 1999 decreased to 4.1% of net revenue compared to 4.2% in the prior
fiscal year, while increasing in absolute dollars from $12.9 million in the
third quarter of fiscal 1998 to $21.2 million in the third quarter of fiscal
1999. Selling, general and administrative expenses in the first nine months of
fiscal 1999 increased to 4.0% of net revenue compared to 3.8% in the prior
fiscal year, while increasing in absolute dollars from $36.9 million in fiscal
1998 to $59.1 million in fiscal 1999. The dollar increases were primarily due to
increased staffing and related departmental expenses at all the Company's
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locations, increased information systems staff to support the expansion of the
Company's business, and staffing at the acquired HP sites.
Research and development expenses decreased to 0.2% of net revenue for
the third quarter and first nine months of fiscal 1999 as compared to 0.3% for
the same periods of fiscal 1998. In absolute dollars, the expenses decreased
approximately $0.1 million and increased approximately $0.2 million,
respectively, versus the same periods of fiscal 1998.
Interest (income) expense, net decreased $1.0 million in the third
quarter of fiscal 1999 to $(0.3) million as a result of the Company utilizing
net proceeds of the equity offering to repay debt under the credit facility.
Interest (income) expense, net increased $0.3 million for the first nine months
of fiscal 1999 as a result of increased borrowings to support the HP acquisition
and increased working capital requirements.
The Company's effective tax rate increased to 35.0% in the third
quarter and first nine months of fiscal 1999 from 31.0% and 31.8% in the third
quarter and first nine months of fiscal 1998. The fiscal 1999 tax rate is higher
primarily due to increased levels of domestic income as compared to the same
period of fiscal 1998.
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 level and timing of orders, the level of capacity utilization of
its 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 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 May 31, 1999, 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 $225 million of working capital
borrowing capacity. As of May 31, 1999, the Company was not utilizing its
revolving credit facility.
The Company generated $93.1 million of cash in operating activities for
the nine months ended May 31, 1999. The generation of cash was primarily due to
net income of $65.3 million,
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depreciation and amortization of $43.3 million, an increase of $83.6 million in
accounts payable and accrued expenses, offset by an increase in accounts
receivable of $82.0 million, an increase in inventories of $14.7 million, and an
increase in prepaid expenses and other assets of $14.9 million.
Net cash used in investing activities of $120.5 million for the nine
months ended May 31, 1999 was a result of the Company's capital expenditures for
equipment worldwide in order to support increased activities as well as building
and land activity for the Boise, Guadalajara and St. Petersburg facilities.
On March 10, 1999, the Company completed an equity offering of
12,075,000 shares of its Common Stock (including 1,575,000 shares that were
issued to cover the underwriters' over-allotments). The Company sold 6,900,000
shares and certain Company stockholders sold 5,175,000 shares at $30 per share.
Net proceeds to the Company were approximately $199 million. Certain of the net
proceeds from the offering of shares sold by the Company were used for repayment
of debt under the Company's credit facility. The remaining proceeds will be used
for capital expenditures and for general corporate purposes, including working
capital and possible acquisitions.
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.
"YEAR 2000" READINESS
The Company is aware of and is addressing the Year 2000 issue. The Year
2000 issue creates risks for the Company from unforeseen problems in its own
computer systems and from third parties with whom the Company deals. Failure of
the Company's and/or third parties computer systems, manufacturing equipment and
control systems could have a material adverse effect on the Company's results
from operations.
The Company is actively taking steps to ensure that its global
information technology infrastructure and business system applications,
manufacturing equipment and systems will be Year 2000 compliant while seeking
adequate assurances from third parties with whom the Company conducts business,
that any such systems shall be Year 2000 compliant. A global team, overseen by a
corporate officer, has been formed and has implemented a proactive multi-phase
approach, which includes assessing the scope of work, prioritizing, certifying
compliance, and testing compliance.
As of the end of fiscal 1998 the Company was substantially complete in
its compliance certification process of its global information technology
infrastructure. Most of the Company's global business systems are currently
being replaced by a Year 2000 compliant application; for the majority of
factories this process is expected to be complete by November 1, 1999. As a
contingency, however, legacy systems have been upgraded to be Year 2000
compliant and are in the process of being tested.
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As of the end of fiscal 1998, manufacturing and test equipment and
local plant business systems had been identified and prioritized in terms of
Year 2000 compliance. As of June 23, 1999, 96% of all equipment and systems had
been certified and assessed for compliance. It is anticipated that the remaining
4% will be certified or replaced by November 1, 1999.
The Company is also in the process of assessing its suppliers. The
initial phase of the assessment has been completed as of the end of calendar
1998. The Company joined the High Technology Y2K Consortium in early 1999, and
will have completed validating its suppliers' representations where deemed
appropriate by the end of August 1999. In September 1999, the Company will begin
implementation of sourcing contingency plans in areas where the Company assesses
that supplier readiness is insufficient.
The Company estimates the total cost to complete its remediation to be
approximately $3.8 million. The Company is unable to fully determine the effect
of failure of its own systems or those of third parties with which it does
business, but any significant failures could have an material adverse effect on
the Company's financial position, results of operations and cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market risk during
the nine months ended May 31, 1999. Market risk information is contained under
the caption "Quantitative And Qualitative Disclosures About Market Risk" of the
Company's 1998 Annual Report on Form 10-K for the fiscal year ended August 31,
1998 and is incorporated herein by reference.
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JABIL CIRCUIT, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by
the Registrant during the quarter ended May
31, 1999.
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: July 15, 1999 By: /s/ Timothy L. Main
------------- -----------------------
Timothy L. Main
President
Date: July 15, 1999 By: /s/ Chris A. Lewis
-------------- -----------------------
Chris A. Lewis
Chief Financial Officer
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