Jabil Circuit, Inc.
JABIL CIRCUIT INC(Form: 10-Q, Received: 04/12/2002 16:48:01)      
Table of Contents

UNITED STATES
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 February 28, 2002.
     

  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
(State or other jurisdiction of
incorporation or organization)
  38-1886260
(I.R.S. Employer
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 March 29, 2002, there were 197,546,541 shares of the Registrant’s Common Stock outstanding.

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF EARNINGS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II. OTHER INFORMATION
Item 1: Legal Proceedings
Item 2: Changes in Securities
Item 3: Defaults Upon Senior Securities
Item 4: Submission of Matters to a Vote of Security Holders
Item 5: Other Information
Item 6: Exhibits and Reports on Form 8-K
SIGNATURES


Table of Contents

JABIL CIRCUIT, INC. AND SUBSIDIARIES

INDEX

         
PART I. FINANCIAL INFORMATION    
         
Item 1.   Financial Statements    
         
    Consolidated Balance Sheets at February 28, 2002 and August 31, 2001   3
         
    Consolidated Statements of Earnings for the three and six months ended February 28, 2002 and 2001   4
         
    Consolidated Statements of Comprehensive Income for the three and six months ended February 28, 2002 and 2001   5
         
    Consolidated Statements of Cash Flows for the six months ended February 28, 2002 and 2001   6
         
    Notes to Consolidated Financial Statements   7

Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
18
         
Item 3.   Quantitative and Qualitative Disclosures about Market Risk   26
         
PART II. OTHER INFORMATION    
         
Item 1.   Legal Proceedings   27
         
Item 2.   Changes in Securities   27
         
Item 3.   Defaults Upon Senior Securities   27
         
Item 4.   Submission of Matters to a Vote of Security Holders   27
         
Item 5.   Other Information   28
         
Item 6.   Exhibits and Reports on Form 8-K   28
         
    Signatures   29

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

                         
            February 28,   August 31,
            2002   2001
           
 
ASSETS
Current assets:
               
 
Cash and cash equivalents
  $ 643,344     $ 430,652  
 
Accounts receivable, less allowance for doubtful accounts of $4,334 in 2002 and $4,411 in 2001
    400,177       528,196  
 
Inventories
    348,391       431,499  
 
Recoverable income taxes
    49,394       4,622  
 
Prepaid expenses and other current assets
    36,985       33,997  
 
Deferred income taxes
    18,105       17,832  
 
   
     
 
   
Total current assets
    1,496,396       1,446,798  
Property, plant and equipment, net
    719,496       744,723  
Intangible assets, net
    177,084       148,888  
Other assets
    19,918       17,169  
 
   
     
 
 
  $ 2,412,894     $ 2,357,578  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
 
Current installments of long-term debt
  $ 8,333     $ 8,333  
 
Accounts payable
    363,746       392,181  
 
Accrued expenses
    113,318       104,261  
 
   
     
 
   
Total current liabilities
    485,397       504,775  
Note payable and long-term debt, less current installments
    361,667       361,667  
Deferred income taxes
    44,955       36,960  
Deferred grant revenue
    6,305       7,319  
Other Liabilities
    38,203       32,781  
 
   
     
 
   
Total liabilities
    936,527       943,502  
 
   
     
 
Stockholders’ equity
               
 
Common stock
    197       197  
 
Additional paid-in capital
    919,569       868,869  
 
Retained earnings
    557,408       545,331  
 
Accumulated other comprehensive income
    (807 )     (321 )
 
   
     
 
   
Total stockholders’ equity
    1,476,367       1,414,076  
 
   
     
 
 
  $ 2,412,894     $ 2,357,578  
 
   
     
 

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   Six months ended
     
 
      February 28, 2002   February 28, 2001   February 28, 2002   February 28, 2001
     
 
 
 
Net revenue
  $ 822,074     $ 1,211,175     $ 1,706,641     $ 2,340,130  
Cost of revenue
    748,582       1,102,737       1,551,541       2,120,219  
 
   
     
     
     
 
Gross profit
    73,492       108,438       155,100       219,911  
Operating expenses:
                               
Selling, general and administrative
    49,732       46,892       99,335       90,972  
Research and development
    1,859       1,553       3,737       2,981  
Amortization of intangibles
    4,180       828       7,022       1,605  
Acquisition and merger-related charges
    546       843       2,557       843  
Restructuring charges
    10,446             24,588        
 
   
     
     
     
 
Operating income
    6,729       58,322       17,861       123,510  
Interest income
    (2,008 )     (1,365 )     (4,179 )     (3,859 )
Interest expense
    3,465       2,320       6,248       2,759  
 
   
     
     
     
 
Income before income taxes
    5,272       57,367       15,792       124,610  
Income taxes
    1,570       16,641       3,715       36,142  
 
   
     
     
     
 
Net income
  $ 3,702     $ 40,726     $ 12,077     $ 88,468  
 
   
     
     
     
 
Earnings per share:
                               
 
Basic
  $ 0.02     $ 0.21     $ 0.06     $ 0.46  
 
   
     
     
     
 
 
Diluted
  $ 0.02     $ 0.21     $ 0.06     $ 0.45  
 
   
     
     
     
 
Common shares used in the calculations of earnings per share:
                               
 
Basic
    197,305       190,931       197,158       190,729  
 
   
     
     
     
 
 
Diluted
    201,348       198,326       200,856       198,617  
 
   
     
     
     
 

See accompanying notes to consolidated financial statements.

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JABIL CIRCUIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(Unaudited)

                                 
    Three months ended   Six months ended
   
 
    February 28, 2002   February 28, 2001   February 28, 2002   February 28, 2001
   
 
 
 
Net income
  $ 3,702     $ 40,726     $ 12,077     $ 88,468  
Other comprehensive income (loss):
                               
Foreign currency translation adjustment
    (279 )     241       (297 )     215  
Change in fair market value of derivative instruments
    (57 )           (189 )      
 
   
     
     
     
 
Comprehensive income
  $ 3,366     $ 40,967     $ 11,591     $ 88,683  
 
   
     
     
     
 

See accompanying notes to consolidated financial statements.

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

                       
          Six months ended
         
          February 28,   February 28,
          2002   2001
         
 
Cash flows from operating activities:
               
 
Net income
  $ 12,077     $ 88,468  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
 
Depreciation and amortization
    89,748       72,203  
 
Recognition of grant revenue
    (1,014 )     (519 )
 
Deferred income taxes
    7,722       (8,641 )
 
Accrued interest
    1,220        
 
Non-cash restructuring charges
    13,746        
 
Provision for doubtful accounts
    (77 )     465  
 
(Gain)/loss on sale of property
    (1,869 )     1,224  
   
Change in operating assets and liabilities, exclusive of net assets acquired:
               
     
Accounts receivable
    128,096       (13,132 )
     
Inventories
    101,579       (154,198 )
     
Prepaid expenses and other current assets
    (2,971 )     (10,899 )
     
Other assets
    (12,881 )     (1,622 )
     
Accounts payable and accrued expenses
    (29,909 )     55,382  
     
Income taxes payable
    (1,975 )     (6,249 )
 
   
     
 
     
Net cash provided by operating activities
    303,492       22,482  
 
   
     
 
Cash flows from investing activities:
               
 
Net cash paid for business acquisitions
    (76,901 )      
 
Acquisition of property, plant and equipment
    (36,395 )     (228,983 )
 
Proceeds from sale of property and equipment
    14,593       1,670  
 
   
     
 
     
Net cash used in investing activities
    (98,703 )     (227,313 )
 
   
     
 
Cash flows from financing activities:
               
 
Net proceeds from issuance of common stock
    7,903       7,425  
 
Proceeds from Scottish grant
          5,929  
 
   
     
 
     
Net cash provided by financing activities
    7,903       13,354  
 
   
     
 
Net increase (decrease) in cash and cash equivalents
    212,692       (191,477 )
Cash and cash equivalents at beginning of period
    430,652       337,602  
 
   
     
 
Cash and cash equivalents at end of period
  $ 643,344     $ 146,125  
 
   
     
 

See accompanying notes to consolidated financial statements.

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JABIL CIRCUIT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. Basis of Presentation

     The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes included in the Annual Report on Form 10-K of Jabil Circuit, Inc. for the year ended August 31, 2001. Operating results for the three and six month period ended February 28, 2002 are not necessarily an indication of the results that may be expected for the year ended August 31, 2002.

Note 2. Inventories

     The components of inventories consist of the following (in thousands):

                 
    February 28,   August 31,
    2002   2001
   
 
Finished goods
  $ 37,184     $ 58,607  
Work-in-process
    57,420       58,555  
Raw materials
    253,787       314,337  
 
   
     
 
 
  $ 348,391     $ 431,499  
 
   
     
 

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Note 3. Earnings Per Share

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

                                 
    Three months ended   Six months ended
   
 
    February 28,   February 28,
   
 
    2002   2001   2002   2001
   
 
 
 
Numerator:
                               
Net Income
  $ 3,702     $ 40,726     $ 12,077     $ 88,468  
 
   
     
     
     
 
Denominator:
                               
Weighted-average shares – basic
    197,305       190,931       197,158       190,729  
Common shares issuable upon exercise of stock options
    4,043       7,395       3,698       7,888  
 
   
     
     
     
 
Weighted average shares – diluted
    201,348       198,326       200,856       198,617  
 
   
     
     
     
 
Basic earnings per share
  $ 0.02     $ 0.21     $ 0.06     $ 0.46  
 
   
     
     
     
 
Diluted earnings per share
  $ 0.02     $ 0.21     $ 0.06     $ 0.45  
 
   
     
     
     
 

     As of February 28, 2002 and 2001, options to purchase 892,611 and 759,846 shares of common stock, respectively, 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. In addition, the calculation for the three and six months ended February 28, 2002, did not include 8,406,960 common shares, issuable upon the conversion of the convertible subordinated notes as they would have been antidilutive. There was no effect on earnings per share or weighted average shares outstanding in the comparable periods of fiscal 2001 as the notes were not outstanding during those periods.

Note 4. Segment Information

     Jabil derives its revenues from providing manufacturing services to major electronic OEM’s (“Original Equipment Manufacturers”) in various countries throughout the world. The Company does not allocate corporate selling, general and administrative expenses to its segments, as management does not use this information to measure the performance of the operating segments. Operating segments consist of four geographic regions – the United States, Latin America, Europe and Asia. Revenues are attributed to the location in which the product is manufactured. The services provided, manufacturing processes, class of customers and order fulfillment process are similar and generally interchangeable across operating segments. An operating segment’s performance is evaluated based upon its pre-tax operating contribution. Pre-tax operating contribution is defined as net revenue less cost of revenue and selling, general and administrative expenses and does not include research and development, intangible amortization, acquisition and merger-related charges, restructuring charges, interest income, interest expense or income taxes.

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

                                 
    Three months ended   Six months ended
    February 28,   February 28,
   
 
Net revenue   2002   2001   2002   2001

 
 
 
 
United States
  $ 363,149     $ 720,846     $ 765,704     $ 1,386,021  
Europe
    131,410       130,599       318,052       283,909  
Asia
    157,442       190,926       282,447       372,054  
Latin America
    207,214       268,861       426,357       492,880  
Intercompany Eliminations
    (37,141 )     (100,057 )     (85,919 )     (194,734 )
 
   
     
     
     
 
 
  $ 822,074     $ 1,211,175     $ 1,706,641     $ 2,340,130  
 
   
     
     
     
 
                                 
Depreciation expense   2002   2001   2002   2001

 
 
 
 
United States
  $ 18,135     $ 18,822     $ 36,627     $ 35,659  
Europe
    8,024       4,475       15,327       8,250  
Asia
    6,075       8,570       11,933       10,063  
Latin America
    7,282       7,145       14,599       13,130  
Corporate
    2,122       1,790       4,240       3,496  
 
   
     
     
     
 
 
  $ 41,638     $ 40,802     $ 82,726     $ 70,598  
 
   
     
     
     
 
                                 
Segment income and                                
reconciliation of income                                
before income taxes   2002   2001   2002   2001

 
 
 
 
United States
  $ 11,984     $ 39,460     $ 26,529     $ 87,368  
Europe
    11,707       7,249       22,276       16,558  
Asia
    13,036       15,289       28,361       31,048  
Latin America
    13,857       18,389       29,636       30,555  
Corporate and non-operating charges
    (45,325 )     (24,705 )     (91,108 )     (43,741 )
Intercompany Eliminations
    13       1,685       98       2,822  
 
   
     
     
     
 
Income before income taxes
  $ 5,272     $ 57,367     $ 15,792     $ 124,610  
 
   
     
     
     
 
                                 
Capital expenditures   2002   2001   2002   2001

 
 
 
 
United States
  $ 6,354     $ 28,787     $ 7,419     $ 91,126  
Europe
    (373 )     2,163       12,563       19,898  
Asia
    2,305       15,571       5,516       35,961  
Latin America
    4,307       28,988       8,161       71,796  
Corporate
    1,540       5,992       2,736       10,202  
 
   
     
     
     
 
 
  $ 14,133     $ 81,501     $ 36,395     $ 228,983  
 
   
     
     
     
 

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    As of   As of
    February 28,   August 31,
    2002   2001
   
 
Long-lived assets
               
United States
  $ 276,992     $ 298,161  
Europe
    107,007       103,558  
Asia
    123,216       119,845  
Latin America
    171,810       178,293  
Corporate
    40,471       44,866  
 
   
     
 
 
  $ 719,496     $ 744,723  
 
   
     
 
Total assets
               
United States
  $ 670,752     $ 738,421  
Europe
    452,117       490,496  
Asia
    360,598       414,022  
Latin America
    348,492       390,475  
Corporate
    580,935       324,164  
 
   
     
 
 
  $ 2,412,894     $ 2,357,578  
 
   
     
 

     Total restructuring costs of $10.4 million and $24.6 million were charged against earnings during the second quarter and first six months of fiscal year 2002. Approximately $3.8 million, $3.2 million, $2.2 million and $1.2 million of restructuring costs were incurred in Asia, Europe, the United States and Latin America, respectively, during the second quarter of fiscal 2002, and $8.5 million, $3.2 million, $11.5 million and $1.4 million of restructuring costs were incurred in Asia, Europe, the United States and Latin America, respectively, during the first six months of fiscal year 2002. No restructuring charges were incurred during the second quarter and the first six months of fiscal 2001.

     Foreign source revenue represented 59% of net revenue for the second quarter and 58% for the first six months of fiscal 2002 compared to 48% for each of the comparable periods of fiscal 2001. The increase in the percentage of foreign source revenue was primarily attributable to the acquisition of facilities in England and Italy during the fourth quarter of fiscal 2001 and the production in the Chihuahua, Mexico facility, which was not fully operational in the first six months of fiscal 2001.

Note 5. Commitments and Contingencies

     Jabil is party to certain lawsuits in the ordinary course of business. Jabil does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations and cash flows.

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Note 6. Restructuring

     Jabil implemented a restructuring program during the third quarter of fiscal 2001 to reduce its cost structure due to the economic downturn. This restructuring program included reductions in workforce, consolidation of facilities and the transition of certain facilities into new product introduction sites. The macroeconomic conditions facing Jabil, and the electronic manufacturing services (“EMS”) industry as a whole, continued to deteriorate during the fourth quarter of fiscal 2001 and the first quarter of fiscal 2002. As a result, Jabil implemented an additional restructuring program during the second quarter of fiscal 2002 to further reduce its cost structure. This program includes reductions in workforce and additional consolidation of facilities.

     During fiscal 2001, Jabil charged $27.4 million of restructuring costs against earnings. These restructuring charges included employee severance and benefit costs related to the elimination of approximately 3,700 regular employees, costs related to lease commitments, fixed asset impairments and other restructuring costs.

     During fiscal 2002, Jabil charged restructuring costs against earnings of $10.4 million during the second quarter and $24.6 million for the six months ended February 28, 2002, respectively. For the second quarter of fiscal 2002, these restructuring charges included employee severance and benefit costs of approximately $5.8 million, costs related to lease commitments of approximately $1.1 million, fixed asset impairments of approximately $2.4 million and other restructuring costs of approximately $1.1 million. For the six months ended February 28, 2002, restructuring charges included employee severance and benefit costs of approximately $7.5 million, costs related to lease commitments of approximately $10.6 million, fixed asset impairments of approximately $5.2 million and other restructuring costs of approximately $1.3 million.

     The employee severance and benefit costs included in the Company’s restructuring charge is related to the elimination of approximately 1,100 employees during the second quarter of fiscal 2002 and approximately 1,955 employees for the six months ended February 28, 2002. The majority of these employees were engaged in direct and indirect manufacturing activities in various facilities around the world. Costs related to lease commitments consist primarily of future lease payments for facilities vacated as a result of the consolidation of facilities. The fixed asset impairment charge primarily results from a decision made to vacate several smaller facilities in Asia due to current macroeconomic conditions.

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     The table below sets forth the significant components and activity related to restructuring during the second quarter of fiscal 2002 (in thousands):

                                         
    Liabilities at   Q2 Restructuring                   Liabilities at
    November 30, 2001   Charge   Non-Cash Charge   Cash Payments   February 28, 2002
   
 
 
 
 
Employee severance & benefits
  $ 196     $ 5,805     $     $ (3,270 )   $ 2,731  
Lease costs
    11,607       1,064             (1,499 )     11,172  
Fixed asset impairment
          2,425       (2,425 )            
Other
    655       1,152             (1,028 )     779  
 
   
     
     
     
     
 
Total
  $ 12,458     $ 10,446     $ (2,425 )   $ (5,797 )   $ 14,682  
 
   
     
     
     
     
 

     The table below sets forth the significant components and activity related to restructuring during the six months ended February 28, 2002 (in thousands):

                                         
            Fiscal 2002                        
    Liabilities at   Restructuring                   Liabilities at
    August 31, 2001   Charge   Non-Cash Charge   Cash Payments   February 28, 2002
   
 
 
 
 
Employee severance & benefits
  $ 972     $ 7,465     $     $ (5,706 )   $ 2,731  
Lease costs
    3,887       10,578             (3,293 )     11,172  
Fixed asset impairment
          5,191       (5,191 )            
Other
    661       1,354             (1,236 )     779  
 
   
     
     
     
     
 
Total
  $ 5,520     $ 24,588     $ (5,191 )   $ (10,235 )   $ 14,682  
 
   
     
     
     
     
 

Note 7. Goodwill and Purchased Intangible Assets

     In June 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141, Business Combinations (“SFAS 141”), and Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting and that certain intangible assets acquired in a business combination shall be recognized as assets apart from goodwill. SFAS 142 requires goodwill to be tested for impairment at least annually, more frequently under certain circumstances, and written down when impaired, rather than being amortized as previous standards required. Furthermore, SFAS 142 requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets are carried at cost less accumulated amortization.

     SFAS 142 is effective for fiscal years beginning after December 15, 2001. However the Company has elected to early-adopt the standard as of the beginning of fiscal 2002. As a result, the Company ceased all goodwill amortization and did not recognize $3.2 million and $6.3 million

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of goodwill amortization expense that would have been recognized in the three and six months ended February 28, 2002, respectively, under the previous accounting standard.

     The following table presents the impact of SFAS 142 on net income and net income per share had the standard been in effect for the three and six months ended February 28, 2001 (in thousands, except per share data):

                                     
        Three months ended   Six months ended
       
 
        February 28, 2002   February 28, 2001   February 28, 2002   February 28, 2001
       
 
 
 
Reported net income
  $ 3,702     $ 40,726     $ 12,077     $ 88,468  
Adjustments:
                               
 
Amortization of Goodwill
          808             1,565  
 
Income tax effect
          (234 )           (454 )
 
   
     
     
     
 
   
Net Adjustments
          574             1,111  
 
   
     
     
     
 
Adjusted net income
  $ 3,702     $ 41,300     $ 12,077     $ 89,579  
 
   
     
     
     
 
Reported net income per share – basic
  $ 0.02     $ 0.21     $ 0.06     $ 0.46  
 
   
     
     
     
 
Adjusted net income per share – basic
  $ 0.02     $ 0.22     $ 0.06     $ 0.47  
 
   
     
     
     
 
Reported net income per share – diluted
  $ 0.02     $ 0.21     $ 0.06     $ 0.45  
 
   
     
     
     
 
Adjusted net income per share – diluted
  $ 0.02     $ 0.21     $ 0.06     $ 0.45  
 
   
     
     
     
 

     SFAS 142 requires the completion of a transitional impairment test within six months of adoption, with any impairment treated as a cumulative effect of a change in accounting principle as of the date of adoption. Jabil completed the transitional impairment test during the second quarter of fiscal 2002 and determined that no impairment existed as of the date of adoption. Jabil is required to perform goodwill impairment tests on an annual basis. Under certain circumstances, Jabil may be required to test goodwill for impairment on a more frequent basis. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings.

       The following tables present Jabil’s total purchased intangible assets, based on preliminary third-party valuations, as of February 28, 2002, and August 31, 2001 (in thousands):

                           
Gross Carrying Accumulated
As of February 28, 2002 Amount Amortization Net Carrying Amount




Marconi purchased intangible assets
  $ 42,864     $ (6,061 )   $ 36,803  
Intel purchased Intangible assets
    8,152       (906 )     7,246  
Patents
    800       (287 )     513  
     
     
     
 
 
Total
  $ 51,816     $ (7,254 )   $ 44,562  
     
     
     
 
                         
Gross Carrying Accumulated
As of August 31, 2001 Amount Amortization Net Carrying Amount




Patents
  $ 800     $ (247 )   $ 553  
     
     
     
 

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     The amortization expense on purchased intangible assets was $4.2 million and $7.0 million for the three months and six months ended February 28, 2002, respectively, as compared to $20 thousand and $40 thousand for the comparable periods of fiscal 2001.

     The estimated future amortization expense of purchased intangible assets, based on preliminary third-party valuations of the Marconi and Intel acquisitions, is as follows (in thousands):

           
Fiscal Year   Amount

 
2002 (remaining 6 months)
  $ 6,936  
2003
    13,871  
2004
    13,871  
2005
    9,447  
2006
    284  
Remaining
    153  
 
   
 
 
Total
  $ 44,562  
 
   
 

     The following table presents the changes in goodwill allocated to the reportable segments during the six months ended February 28, 2002 (in thousands):

                                   
      Balance at
August
                  Balance at
February
Reportable Segment   31, 2001   Acquired   Adjustments   28, 2002

 
 
 
 
United States
  $ 26,077     $ 13,114     $     $ 39,191  
Latin America
    4,509                   4,509  
Europe
    117,749             (30,349 )     87,400  
Asia
          1,422             1,422  
 
   
     
     
     
 
 
Total
  $ 148,335     $ 14,536     $ (30,349 )   $ 132,522  
 
   
     
     
     
 

     See Note 8 — “Business Combinations” for further discussion of the goodwill and purchased intangible assets acquired during the six months ended February 28, 2002. The adjustments are due to the reclassification of goodwill to purchased intangibles based on the preliminary third-party valuation of the Marconi acquisition.

Note 8. Business Combinations

     During the second quarter of fiscal 2001, Jabil entered into a business sale agreement with Marconi plc (“Marconi”) to purchase certain operations of its communications division located in the United States, England, Italy and Germany. Jabil entered into this agreement to enhance its European profile, enhance its U.S. presence, broaden participation in the communications sector and to invest in advanced technology manufacturing competencies. On June 13, 2001, Jabil consummated the English and Italian portions of the acquisition and modified certain terms of the transaction. The acquisition price of the English and Italian portions was approximately $177 million and is accounted for under the purchase method of accounting. Based on a preliminary third-party valuation of the English and Italian operations acquired, the purchase price was allocated to inventory, property, plant and equipment, and purchased intangible assets of

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approximately $33.0 million and goodwill of approximately $74.2 million. On September 4, 2001, Jabil completed the portion of the transaction related to the United States. The acquisition price of the United States portion was approximately $34 million and is accounted for under the purchase method of accounting. Based on a preliminary third-party valuation of the United States operations acquired, the purchase price was primarily allocated to inventory, property, plant and equipment, and purchased intangible assets of approximately $9.8 million and goodwill of approximately $12.9 million. Certain payments associated with the purchase will be made in three installments with the initial payment due upon completion of the German portion of the acquisition. The remaining two payments will be made 24 and 36 months after the final close. These payments have been recorded based on the net present value discounted at 7 percent. Imputed interest is amortized over the term of the payments and is recorded as interest expense. Jabil and Marconi are currently reassessing the German portion of the acquisition in light of the current economic environment.

     On October 25, 2001, Jabil closed a purchase agreement with Intel Corporation (“Intel”) to purchase certain operations located in Penang, Malaysia. Jabil acquired these operations to expand its manufacturing technology in the radio frequency access area, to broaden its relationship with Intel and to strategically expand its Asian manufacturing capability. The transaction is accounted for under the purchase method of accounting. Total consideration paid was approximately $37 million. Based on a preliminary third party valuation, the purchase price was primarily allocated to inventory, property, plant and equipment, and purchased intangible assets of approximately $8.2 million and goodwill of approximately $1.4 million. Funding for this acquisition was provided by current working capital.

     The unaudited consolidated financial statements include the operating results of each business from the date of acquisition. Pro forma results of operations have not been presented because the effects of these acquisitions were not material on either an individual or aggregate basis.

Note 9. U.K. Pension Plan

     During the first quarter of fiscal 2002, Jabil established a defined benefit pension plan for all permanent employees of Jabil Circuit UK Limited. This plan was established in accordance with the terms of the business purchase agreement with Marconi. The plan provides benefits based on final average earnings. Jabil’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in U.K. employee benefit and tax laws plus such additional amounts as deemed appropriate. Plan assets are held in trust and consist mainly of common stock and fixed-income investments. The plan does not hold any Jabil stock.

Note 10. New Accounting Pronouncements

     Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations. Statement 143 relates to the accounting for the obligations associated with the retirement of long-lived assets. Jabil is currently reviewing this statement and the impact of its adoption on its financial position, results of operations and cash flow. Jabil will adopt Statement 143 beginning in the first quarter of its fiscal year ending August 31, 2003.

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     Statement of Financial Accounting Standards No. 144, Accounting for Impairment or Disposal of Long-lived Assets. Statement 144 establishes methods of accounting and reporting for the impairment of long-lived assets other than goodwill and intangible assets not being amortized. Jabil is currently reviewing this statement and the impact of its adoption on its financial position, results of operations and cash flows. Jabil will adopt Statement 144 beginning in the first quarter of its fiscal year ending August 31, 2003.

Note 11. Planned Acquisitions

     On February 27, 2002, Jabil entered into an agreement in principle with Compaq Computer Corporation (“Compaq”) to negotiate in good faith the purchase of certain of Compaq’s operations located in Ayr, Scotland. This acquisition is subject to the negotiation and execution of definitive agreements, satisfactory completion of all due diligence, the approval of the Jabil and Compaq boards of directors, satisfactory consultation with Compaq employees, obtaining necessary governmental approvals and the satisfaction of other terms and conditions. Jabil intends to acquire these operations to broaden its participation in the high-end server sector and to enhance its European profile. Simultaneous with the closing, Jabil will enter into a supply agreement with Compaq, subject to negotiation of a definitive agreement containing certain terms set forth in the agreement in principle, including an initial term of three years, which shall designate Jabil as the sole and exclusive manufacturer of current and future Ayr-manufactured server product sub-assemblies. There is no assurance that Jabil will successfully negotiate definitive agreements for this transaction, or, if so, that Jabil will ultimately consummate the acquisition.

     On March 7, 2002, Jabil entered into a memorandum of understanding with Alcatel Business Systems (“Alcatel”) to negotiate in good faith with the intention of executing certain definitive agreements for the purchase of certain of Alcatel’s operations in Brest, France. This memorandum of understanding is subject to consultation with Alcatel’s workers council. The acquisition is further subject to obtaining all regulatory and governmental approvals, the negotiation and execution of definitive agreements and the approval of the Jabil and Alcatel boards of directors. Jabil intends to acquire these operations in an effort to solidify its manufacturing relationship with Alcatel and to broaden its advanced system integration and test services and to further broaden its European profile. Simultaneous with the closing, Jabil will enter into a supply agreement with Alcatel, subject to negotiation of a definitive agreement that includes terms and conditions set forth in the memorandum of understanding, including a three year term, to manufacture certain communication systems products. There is no assurance that Jabil will successfully negotiate definitive agreements for this transaction, or, if so, that Jabil will ultimately consummate the acquisition.

     On March 25, 2002, Jabil entered into an oral agreement in principle with Valeo to purchase certain operations in Meung-sur-Loire, France and Wemding, Germany. This acquisition is subject to satisfactory consultation with Valeo’s employees and other terms and conditions, including the negotiation and execution of definitive agreements. Jabil intends to acquire these operations in an effort to broaden its base of manufacturing for the automotive industry in Europe. As part of the proposed transaction, Valeo will also transfer electronics manufacturing production from its Switches & Detection Systems operation in Fort Worth, Texas and its Valeo Electrical Systems Inc. facility in Juarez, Mexico to the Jabil Automotive Group

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operations in Chihuahua, Mexico. Simultaneous with the closing, Jabil will enter into a supply agreement with Valeo, subject to negotiation of a definitive agreement that includes terms and conditions contained in the agreement in principle, including a three year term, to manufacture a broad base of automotive electronic and integrated systems. There is no assurance that Jabil will successfully negotiate definitive agreements for this transaction, or, if so, that Jabil will ultimately consummate the acquisition.

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JABIL CIRCUIT, INC. AND SUBSIDIARIES

      References in this report to “the Company”, “Jabil”, “we”, “our”, or “us” mean Jabil Circuit, Inc. together with its subsidiaries, except where the context otherwise requires. This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, and are made in reliance upon the protections provided by such acts for forward-looking statements. These forward-looking statements (such as when we describe what we “believe,” “expect” or “anticipate” will occur, and other similar statements) include, but are not limited to, statements regarding future sales and operating results, future prospects, anticipated benefits of proposed (or future) acquisitions and new facilities, growth, the capabilities and capacities of business operations, any financial or other guidance and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events, and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those expressed or implied in our forward-looking statements: business conditions and growth in our customer’s industries, the electronic manufacturing services industry and the general economy, variability of operating results, our dependence on a limited number of major customers, the potential consolidation of our customer base, availability of components, dependence on certain industries, variability of customer requirements, our ability to successfully negotiate definitive agreements and consummate acquisitions, including our proposed acquisitions of facilities owned by Compaq, Alcatel and Valeo, and to integrate operations following consummation of acquisitions, other economic, business and competitive factors affecting our customers, our industry and business generally and other factors that we may not have currently identified or quantified. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see our Annual Report on Form 10-K for the fiscal year ended August 31, 2001, any subsequent Reports on Form 10-Q and Form 8-K and other securities filings.

      All forward-looking statements included in this Report on Form 10-Q are made only as of the date of this Report on Form 10-Q, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or which we hereafter become aware of. You should read this document and the documents, if any, 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

Critical Accounting Policies and Estimates

     The preparation of our financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect our reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. Management believes that our estimates and assumptions are reasonable in the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances. We have identified the following critical accounting policies that affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

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     We maintain an allowance for doubtful accounts related to receivables not expected to be collected from our customers. This allowance is based on management’s assessment of specific customer balances, considering the age of receivables and financial stability of the customer. If there is an adverse change in the financial condition of our customers, or if actual defaults are higher than provided for, an addition to the allowance may be necessary.

     We purchase inventory based on forecasted demand and record inventory at the lower of cost or market. Management regularly assesses estimated inventory valuations based on current and forecasted usage and any other lower of cost or market considerations.

     We have recorded intangible assets, including goodwill based on third-party valuations, in connection with business combinations. Estimated useful lives of amortizable intangible assets are determined by management based on assessment of the period over which the asset is expected to contribute to future cash flows and impacts the amount allocable to goodwill. In accordance with FAS 142, which Jabil early adopted effective September 1, 2001, we will perform impairment tests on an annual basis. Under certain circumstances, Jabil may be required to test goodwill for impairment on a more frequent basis. The impairment analysis is based on significant assumptions of future results made by management, including revenue and cash flow projections. Circumstances that may lead to impairment of goodwill include unforeseen decreases in future performance or industry demand, and the restructuring of our operations as a result of a change in our business strategy.

Results of Operations

      Net Revenue. Our net revenue for the second quarter and first six months of fiscal 2002 decreased 32.1% and 27.1% to $0.8 billion and $1.7 billion, respectively, from $1.2 billion and $2.3 billion in the second quarter and first six months of fiscal 2001, respectively. This decrease from the previous fiscal year was primarily due to decreased production of computing and storage, peripherals and networking products. Foreign source revenue represented 59.0% and 58.4% of net revenue for the second quarter and first six months of fiscal 2002, respectively, compared to 47.8% and 47.6% for the same periods of fiscal 2001. The increase in foreign source revenue was primarily attributable to the acquisitions in England and Italy during the fourth quarter of fiscal 2001 and the production in our Chihuahua, Mexico facility, which was not fully operational in the first six months of fiscal 2001.

      Gross Margin. Gross margin decreased to 8.9% and 9.1% for the second quarter and first six months of fiscal 2002, respectively, from 9.0% and 9.4% for the same periods of fiscal 2001, primarily due to lower capacity utilization in the United States, which was partially offset by an increase in the portion of manufacturing based revenue, as compared to the same period of fiscal 2001. In absolute dollars, the margin decreased approximately $34.9 million and $64.8 million versus the same periods of fiscal 2001.

      Selling, General and Administrative. Selling, general and administrative expenses in the second quarter and first six months of fiscal 2002 increased to 6.0% and 5.8%, respectively, of net revenue compared to 3.9% in both the second quarter and first six months of the prior fiscal year, while increasing in absolute dollars from $46.9 million in the second quarter of fiscal 2001 to $49.7 million in the second quarter of fiscal 2002. Year to date selling, general and administrative

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expenses as of the end of the second quarter of fiscal 2002 increased from $91.0 million to $99.3 million compared to the comparable period of fiscal 2001. These increases were primarily due to expenses incurred at locations acquired or constructed after the second quarter of fiscal 2001.

      Research and Development. Research and development expenses increased to 0.2% of net revenue for the second quarter and first six months of fiscal 2002 as compared to 0.1% for the same periods of fiscal 2001. In absolute dollars, the expenses increased approximately $0.3 million and $0.8 million versus the same periods of fiscal 2001. Despite the current economic downturn, we continue to engage in research and development activities including design of circuit board assemblies and the related production process, development of new products and new failure analysis technologies.

      Amortization of Intangibles. Amortization of intangibles increased to 0.5% and 0.4% of net revenue in the second quarter and first six months of fiscal 2002, respectively, from $0.8 million and $1.6 million to $4.2 million and $7.0 million as compared to the same periods of fiscal 2001. This increase is primarily attributable to the increase in amortizable intangible assets resulting from the acquisitions in England, Italy, Malaysia and the United States during the fourth quarter of fiscal 2001 and the first quarter of fiscal 2002.

     We elected to early-adopt Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), effective the beginning of fiscal 2002. In accordance with SFAS 142, we ceased amortizing goodwill. SFAS 142 requires the completion of a transitional impairment test within six months of adoption, with any impairments treated as a cumulative effect of a change in accounting principle. We completed the transitional impairment test during the second quarter of fiscal 2002 and determined that there was no impairment of these assets. We will be required to perform goodwill impairment tests on an annual basis beginning in fiscal year 2002. Under certain circumstances, we may be required to test goodwill for impairment on a more frequent basis. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings. For additional information regarding purchased intangibles, see Acquisitions and Expansion below, Note 7 — “Goodwill and Purchased Intangible Assets” and Note 8 — “Business Combinations” of the Notes to Consolidated Financial Statements.

      Acquisition and Merger-Related Charges. During the second quarter of fiscal 2002, we incurred $0.5 million ($0.3 million after-tax) of expenses related to the acquisition of the United States portion of the Marconi plc acquisition (“Marconi acquisition”) consisting of professional fees and other integration costs. During the first six months of fiscal 2002, we incurred charges of $2.6 million ($1.6 million after-tax) related to this acquisition. There were $0.8 million ($0.6 million after-tax) of acquisition-related charges recorded during the second quarter and first six months of fiscal 2001.

      Restructuring Charges. During the third quarter of fiscal 2001, we implemented a restructuring program to reduce our cost structure due to the economic downturn. This restructuring program included reductions in workforce, consolidation of facilities and the transition of certain facilities into new product introduction sites. The macroeconomic conditions facing us, and the EMS industry as a whole, continued to deteriorate during the fourth quarter of fiscal 2001 and the first quarter of fiscal 2002. As a result, we implemented an additional

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restructuring program during the second quarter of fiscal 2002 to further reduce our cost structure. This program includes reductions in workforce and additional consolidation of facilities.

     During fiscal 2002, we charged restructuring costs against earnings of $10.4 million during the second quarter and $24.6 million for the six months ended February 28, 2002, respectively. For the second quarter of fiscal 2002, these restructuring charges included employee severance and benefit costs of approximately $5.8 million, costs related to lease commitments of approximately $1.1 million, fixed asset impairments of approximately $2.4 million and other restructuring costs of approximately $1.1 million. For the six months ended February 28, 2002, restructuring charges included employee severance and benefit costs of approximately $7.5 million, costs related to lease commitments of approximately $10.6 million, fixed asset impairments of approximately $5.2 million and other restructuring costs of approximately $1.3 million.

     The employee severance and benefit costs included in our restructuring charge is related to the elimination of approximately 1,100 employees during the second quarter of fiscal 2002 and approximately 1,955 employees for the six months ended February 28, 2002. The majority of these employees were engaged in direct and indirect manufacturing activities in various facilities around the world. Costs related to lease commitments consist primarily of future lease payments for facilities vacated as a result of the consolidation of facilities. The fixed asset impairment charge primarily results from a decision made to vacate several smaller facilities in Asia due to current macroeconomic conditions. For additional information regarding restructuring costs, see Note 6 – “Restructuring” of the Notes to Consolidated Financial Statements.

      Interest Income. Interest income increased to $2.0 million in the second quarter of fiscal 2002 from $1.4 million in the second quarter of fiscal 2001 as a result of increased levels of cash. For the first six months of fiscal 2002, interest income increased to $4.2 million from $3.9 million in the first six months of fiscal 2001. The increase was due to higher cash balances during fiscal 2002, but was tempered by lower interest yields.

      Interest Expense. Interest expense increased approximately $1.2 million in the second quarter of fiscal 2002 to $3.5 million as compared to $2.3 million in the second quarter of fiscal 2001, as a result of our issuance of convertible notes during the third quarter of fiscal 2001 and imputed interest on deferred acquisition payments related to the Marconi acquisition. Interest expense for the first six months of fiscal 2002 also increased approximately $3.5 million to $6.2 million as compared to $2.7 million in the same period of fiscal 2001 for these reasons.

      Income Taxes. Our effective tax rate increased to 29.8% and decreased to 23.5% in the second quarter and first six months of fiscal 2002, respectively, from 29.0% in each of the second quarter and first six months of fiscal 2001. The tax rate is predominantly a function of the mix of domestic versus international income from operations. As the proportion of our income derived from foreign sources has increased, our effective tax rate has decreased as our international operations have historically been taxed at a lower rate than in the United States, primarily due to tax holidays granted to our sites in Malaysia, China and Hungary. Such tax holidays are subject to conditions with which we expect to continue to comply. In addition to the increase in foreign source income, the effective tax rate for the first six months of fiscal 2002, as compared to the

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same period of fiscal 2001, decreased due to the mix of the effective tax rates in the tax jurisdictions in which our restructuring, acquisition and merger-related charges were incurred and the tax treatment of the amortization of intangibles in each jurisdiction.

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.

     We cannot assure you that present or future customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturing services ordered from us. If they do, it could have a material adverse effect on our results of operations.

Acquisitions and Expansion

     The EMS industry has experienced rapid growth over the past several years as an increasing number of electronics companies have outsourced their manufacturing requirements and divested their manufacturing facilities, such as our acquisitions from Marconi plc in fiscal 2001 and 2002. Electronics companies are turning to outsourcing in order to reduce product cost; achieve accelerated time-to-market and time-to-volume production; access advanced design and manufacturing technologies; improve inventory management and purchasing power; reduce their capital investment in manufacturing facilities; and achieve parallel manufacturing of the same product throughout the world. We believe that additional acquisition opportunities exist and we regularly seek and evaluate such acquisition opportunities. We also seek and evaluate acquisition opportunities that may arise as a result of consolidation in the EMS industry, as evidenced by our merger with GET Manufacturing, Inc. and acquisition of Bull Information Technology during fiscal 2000. We also intend to continue to evaluate strategic acquisitions of ancillary services to round out our service offerings, similar to our acquisition of Telenor Technology Services, a repair and logistics provider, based in Dublin, Ireland during fiscal 2000. However, we cannot assure you that we will be able to consummate or, if consummated, successfully integrate the operations and management of any such acquisitions. Acquisitions involve significant risks which could have a material adverse effect on us, including financial and operating risks, such as (1) potential liabilities of the acquired businesses; (2) the dilutive effect of the issuance of additional equity securities; (3) the incurrence of additional debt; (4) the financial impact of potential future impairment write-downs of goodwill and the amortization of other intangible assets involved in any acquisitions; (5) possible adverse tax and accounting effects; (6) the diversion of management’s attention to the assimilation of the businesses to be acquired; (7) the risk that the acquired businesses will fail to maintain the quality of services that we have historically provided;

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(8) the need to implement financial and other systems and add management resources; (9) the risk that key employees of the acquired businesses will leave after the acquisition; (10) unforeseen difficulties in the acquired operations; (11) the impact on us of any unionized work force we may acquire; and (12) the risk that we spend substantial amounts purchasing these manufacturing facilities and assume significant contractual and other obligations with no guaranteed levels of revenues.

     During the second quarter of fiscal 2001, we entered into a business sale agreement with Marconi to purchase certain operations of its communications division located in the United States, England, Italy and Germany. We entered into this agreement to enhance our European profile, enhance our U.S. presence, broaden participation in the communications sector and to invest in advanced technology manufacturing competencies. During the fourth quarter of fiscal 2001, we consummated the English and Italian portions of the acquisition and modified certain terms of the transaction. The acquisition price of the English and Italian portions was approximately $177 million and is accounted for under the purchase method of accounting. Based on a preliminary third-party valuation of the English and Italian operations acquired, the purchase price was allocated to inventory, property, plant and equipment, and purchased intangible assets of approximately $33.0 million and goodwill of approximately $74.2 million. During the first quarter of fiscal 2002, we completed the portion of the transaction related to the United States. The acquisition price of the United States portion was approximately $34 million and is accounted for under the purchase method of accounting. Based on a preliminary third-party valuation of the United States operations acquired, the purchase price was primarily allocated to inventory, property, plant and equipment, and purchased intangible assets of approximately $9.8 million and goodwill of approximately $12.9 million. Certain payments associated with the purchase will be made in three installments with the initial payment due upon completion of the German portion of the acquisition. The remaining two payments will be made 24 and 36 months after the final close. These payments have been recorded based on the net present value discounted at 7 percent. Imputed interest is amortized over the term of the payments and is recorded as interest expense. Jabil and Marconi are currently reassessing the German portion of the acquisition in light of the current economic environment.

     On October 25, 2001, we closed a purchase agreement with Intel Corporation to purchase certain operations located in Penang, Malaysia. We acquired these operations to expand our manufacturing technology in the radio frequency access area, to broaden our relationship with Intel and to strategically expand our Asian manufacturing capability. The transaction is accounted for under the purchase method of accounting. Total consideration paid was approximately $37 million. Based on a preliminary third-party valuation, the purchase price was primarily allocated to inventory, property, plant and equipment, and purchased intangible assets of approximately $8.2 million and goodwill of approximately $1.4 million. Simultaneous with the closing, we entered into a three-year product supply agreement to manufacture certain peripheral products for Intel.

     The unaudited consolidated financial statements include the operating results of each business from the date of acquisition. Pro forma results of operations have not been presented because the effects of these acquisitions were not material on either an individual or aggregate basis.

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     On February 27, 2002, we entered into an agreement in principle with Compaq to negotiate in good faith the purchase of certain of Compaq’s operations located in Ayr, Scotland. This acquisition is subject the negotiation and execution of definitive agreements, satisfactory completion of all due diligence, the approval of the Jabil and Compaq boards of directors, satisfactory consultation with Compaq employees, obtaining necessary governmental approvals and the satisfaction of other terms and conditions. We intend to acquire these operations to broaden our participation in the high-end server sector and to boost our European profile. Simultaneous with the closing, we will enter into a supply agreement with Compaq, subject to negotiation of a definitive agreement containing certain terms set forth in the agreement in principle, including an initial term of three years, which shall designate Jabil as the sole and exclusive manufacturer of current and future Ayr-manufactured server product sub-assemblies. We expect to fund this acquisition with current working capital. There is no assurance that we will successfully negotiate definitive agreements for this transaction, or, if so, that we will ultimately consummate the acquisition.

     On March 7, 2002, we entered into a memorandum of understanding with Alcatel to negotiate in good faith with the intention of executing certain definitive agreements for the purchase of certain of Alcatel’s operations in Brest, France. This memorandum of understanding is subject to consultation with Alcatel’s workers council. The acquisition is further subject to obtaining all regulatory and governmental approvals, the negotiation and execution of definitive agreements and the approval of the Jabil and Alcatel boards of directors. We intend to acquire these operations in an effort to solidify its manufacturing relationship with Alcatel and to broaden our advanced system integration and test services and to further broaden our European profile. Simultaneous with the closing, we will enter into a supply agreement with Alcatel, subject to negotiation of a definitive agreement that includes terms and conditions set forth in the memorandum of understanding, including a three year term, to manufacture certain communication systems products. We expect to fund this acquisition with current working capital. There is no assurance that we will successfully negotiate definitive agreements for this transaction, or, if so, that we will ultimately consummate the acquisition.

     On March 25, 2002, we entered into an oral agreement in principle with Valeo to purchase certain operations in Meung-sur-Loire, France and Wemding, Germany. This acquisition is subject to satisfactory consultation with Valeo’s employees and other terms and conditions, including the negotiation and execution of definitive agreements. We intend to acquire these operations in an effort to broaden our base of manufacturing for the automotive industry in Europe. As part of the proposed transaction, Valeo will also transfer electronics manufacturing production from its Switches & Detection Systems operation in Fort Worth, Texas and its Valeo Electrical Systems Inc. facility in Juarez, Mexico to the Jabil Automotive Group operations in Chihuahua, Mexico. Simultaneous with the closing, we will enter into a supply agreement with Valeo, subject to negotiation of a definitive agreement that includes terms and conditions contained in the agreement in principle, including a three year term, to manufacture a broad base of automotive electronic and integrated systems. We expect to fund this acquisition with current working capital. There is no assurance that we will successfully negotiate definitive agreements for this transaction, or, if so, that we will ultimately consummate the acquisition.

     During this fiscal year, we continued the construction of a new manufacturing facility in Guangzhou, China that was begun in fiscal 2001.

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Liquidity and Capital Resources

     At February 28, 2002, our principal sources of liquidity consisted of cash, available borrowings under our credit facilities and an asset-backed securitization program. We have committed line of credit facilities in place with a syndicate of banks that provide up to $750 million of working capital borrowing capacity, $500 million of which is provided under a three-year facility. An additional $250 million is available under a separate 364-day agreement, which expires in May 2002. We are currently in the process of renewing our 364-day agreement. During the first quarter of fiscal 2002, we renewed our existing asset-backed securitization program with Bank One to provide for the sale of up to $100 million of eligible accounts receivables of certain U.S. plants. The agreement expires in May 2002. During the second quarter of fiscal 2002, we did not utilize our revolving credit facilities or the asset backed securitization program.

     We generated $303 million of cash from operating activities for the six months ended February 28, 2002. This consisted primarily of $12.1 million of net income, $89.7 million of depreciation and amortization, $128.1 million from decreases in accounts receivable, $101.6 million from decreases in inventory and $13.7 million of non-cash restructuring charges, offset by $30.0 million of decreases in accounts payable and accrued expenses and $12.9 million of increases in other assets. The decreases in inventory and accounts payable were due to reduced levels of business during the first six months of fiscal 2002 compared to the same period of fiscal 2001. Consistent with the last half of fiscal 2001, we continued to experience reduced levels of demand from many of our customers in response to the general economic downturn. Inventory levels and purchases were decreased in line with new levels of expected demand. The decrease in the accounts receivable balance was due to decreased revenue during the first six months of fiscal 2002, accompanied by improved collections of outstanding balances.

     Net cash used in investing activities of $98.7 million for the six months ended February 28, 2002. This consisted of our capital expenditures of $36.4 million for construction and equipment worldwide and cash paid of $76.9 million in the acquisition of certain assets of Marconi and Intel offset by proceeds from the sales of property and equipment of $14.6 million. Purchases of manufacturing and computer equipment were made to support our ongoing business. We also continued construction of a new manufacturing facility in Guangzhou, China to support our expected future capacity needs.

     Over the past several years, we have experienced significant growth. As a result, we have used cash to finance increases in our inventory and accounts receivable. We believe that during the next twelve months, our capital expenditures will exceed $110 million, principally for machinery, equipment, facilities and related expenses. We believe that our level of resources, which include cash on hand, available borrowings under our existing credit facilities, and funds provided by operations, will be more than adequate to fund these capital expenditures and working capital requirements for the next twelve months. Funding for the Compaq, Alcatel and Valeo acquisitions discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Acquisitions and Expansion” is expected to be provided by current working capital. Should we desire to consummate a significant amount of additional acquisition opportunities, our capital needs would increase and could possibly result in our need to increase available our borrowings under our credit facilities or access public or private debt and equity markets.

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     Jabil’s contractual obligations for future minimum lease payments under non-cancelable lease arrangements and short and long-term debt arrangements are summarized below. Jabil does not participate in, or secure financing for any unconsolidated limited purpose entities.

                                         
    Payments due by period (in thousands)
   
Contractual Obligations   Total   Less than 1 Year   1-3 Years   4-5 Years   After 5 Years

 
 
 
 
 
Notes payable and long-term debt
    370,000       8,333       16,667             345,000  
Operating leases
    162,943       28,466       43,241       31,095       60,141  
Other long-term obligations
    45,000       10,000       35,000              
 
   
     
     
     
     
 
Total contractual cash obligation
  $ 577,943     $ 46,799     $ 94,908     $ 31,095     $ 405,141  
 
   
     
     
     
     
 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There have been no material changes in our market risk during the six months ended February 28, 2002. Market risk information is contained under the caption “Quantitative And

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     Qualitative Disclosures About Market Risk” of our 2001 Annual Report on Form 10-K for the fiscal year ended August 31, 2001 and is incorporated herein by reference.

PART II. OTHER INFORMATION

Item 1: Legal Proceedings

     We are party to certain lawsuits in the ordinary course of business. We do not believe these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations and cash flows.

Item 2: Changes in Securities

     None.

Item 3: Defaults Upon Senior Securities

     None.

Item 4: Submission of Matters to a Vote of Security Holders

     At our Annual Meeting of Shareholders, held on January 24, 2002, the following proposals were voted upon by the shareholders as indicated below:

     1.     To elect the board of directors

                 
    Number of Shares
   
    For   Withheld
   
 
William D. Morean
    162,884,817       12,497,337  
Thomas A. Sansone
    162,241,082       9,141,072  
Timothy L. Main
    144,320,954       31,061,200  
Lawrence J. Murphy
    166,245,029       9,137,125  
Mel S. Lavitt
    166,242,889       9,139,265  
Steven A. Raymund
    166,951,207       8,430,947  
Frank A. Newman
    166,939,243       8,442,911  

     2.     To approve the Company’s 2002 Employee Stock Purchase Plan

                 
For   Against   Abstain

 
 
174,203,855
    1,096,787       81,512  

     3.     To approve the Company’s 2002 Employee Stock Incentive Plan

                 
For   Against   Abstain

 
 
120,986,806
    54,274,200       121,148  

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     4.     To ratify the selection of KPMG LLP as independent auditors for the Company.

                 
For   Against   Abstain

 
 
174,078,033
    1,238,341       65,780  

Item 5: Other Information

     None.

Item 6: Exhibits and Reports on Form 8-K

       (a) Exhibits — None

       (b) Reports on Form 8-K.

       There were no reports on Form 8-K filed during the quarter ended February 28, 2002.

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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: April 12, 2002   By:   /s/ Timothy L. Main

Timothy L. Main
President/CEO
 
             
 
    Date: April 12, 2002   By:   /s/ Chris A. Lewis

Chris A. Lewis
Chief Financial Officer

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