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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 11-K
---------------
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 1-10560
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF
THE ISSUER NAMED BELOW:
BENCHMARK ELECTRONICS, INC. 401(K) EMPLOYEE SAVINGS PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF
ITS PRINCIPAL EXECUTIVE OFFICER:
BENCHMARK ELECTRONICS, INC.
3000 TECHNOLOGY DRIVE
ANGLETON, TEXAS 77515
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<PAGE>
REQUIRED INFORMATION
The following financial statements and schedules have been prepared in
accordance with the financial reporting requirements of the Employee Retirement
Income Security Act of 1974, as amended:
1. Statements of Net Assets Available for Plan Benefits as of December 31, 1999
and 1998
2. Statement of Changes in Net Assets Available for Plan Benefits for the year
ended December 31, 1999
3. Schedule of Assets Held for Investment Purposes at End of Year - December 31,
1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed by the undersigned
hereunto duly authorized.
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
By: /s/ GAYLA J. DELLY
--------------------------------------
Gayla J. Delly
TREASURER
Date: JUNE 28, 2000
--------------------------------------
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Benchmark Electronics, Inc.:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Benchmark Electronics, Inc. (filed under Securities and Exchange
Commission File No. 333-28997) of our report dated June 2, 2000, relating to the
statements of net assets available for plan benefits of Benchmark Electronics,
Inc. 401(k) Employee Savings Plan at December 31, 1999 and 1998, and the related
statement of changes in net assets available for plan benefits for the year
ended December 31, 1999, which report appears in the December 31, 1999 annual
report of Form 11-K of Benchmark Electronics, Inc. 401(k) Employee Savings Plan.
KPMG LLP
Houston, Texas
June 28, 2000
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
Financial Statements and Schedule
December 31, 1999 and 1998
(With Independent Auditors'
Report Thereon)
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
PAGE
----
Independent Auditors' Report................................................ 1
Statements of Net Assets Available for
Plan Benefits at December 31, 1999 and 1998............................. 2
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1999...................... 3
Notes to Financial Statements............................................... 4-7
SCHEDULE
Schedule of Assets Held for Investment Purposes at End of Year -
December 31, 1999....................................................... 8
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Benchmark Electronics, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Benchmark Electronics, Inc. 401(k) Employee Savings Plan (the
Plan) as of December 31, 1999 and 1998 and the related statement of changes in
net assets available for plan benefits for the year ended December 31, 1999. The
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1999 and 1998, and the changes in net assets available for plan benefits for
the year ended December 31, 1999, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule of assets held for
investment purposes at end of year is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This schedule is the responsibility of the Plan's
management. The schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
KPMG LLP
Houston, Texas
June 2, 2000
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------------- ---------------
<S> <C> <C>
Assets:
Investments, at fair value:
Principal Mutual Life Insurance Company Guaranteed Interest
Accounts with maturity dates as follows:
1998 ................................................................................ $ -- 223,723
1999 ................................................................................ 351,400 353,636
2000 ................................................................................ 409,010 415,554
--------------- ---------------
760,410 992,913
Pooled mutual funds:
Morley Stable Value Fund .............................................................. 8,619,145 7,220,385
Federated Max-Cap Fund Institutional Class ............................................ 10,629,991 7,837,955
Fidelity Advisor Growth Opportunities Fund ............................................ 6,731,742 5,482,742
Franklin Custodian Funds - Income Series .............................................. 2,019,703 2,046,063
Templeton Foreign Fund ................................................................ 1,604,289 946,330
Chase Money Market .................................................................... 61,601 52,293
--------------- ---------------
29,666,471 23,585,768
Benchmark Electronics, Inc. Common Stock Fund ........................................... 5,319,962 5,876,223
Participants' notes receivable .......................................................... 716,464 658,841
--------------- ---------------
Total investments ................................................................. 36,463,307 31,113,745
--------------- ---------------
Receivables:
Employer contributions .................................................................. 104,314 94,741
Participant contributions ............................................................... 135,029 198,622
--------------- ---------------
Total receivables ................................................................. 239,343 293,363
--------------- ---------------
Total assets ...................................................................... 36,702,650 31,407,108
Liabilities - excess contributions due to participants ....................................... -- 31,732
--------------- ---------------
Net assets available for plan benefits ............................................ $ 36,702,650 31,375,376
=============== ===============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1999
Additions to net assets attributed to:
Investment income:
Interest ................................................ $ 60,340
Dividends ............................................... 478,140
Net realized gain on sale of investments ................ 308,834
Net appreciation in fair value of investments ........... 221,131
---------------
1,068,445
---------------
Contributions:
Employer ................................................ 1,368,279
Participant ............................................. 3,981,921
Rollovers ............................................... 693,858
---------------
6,044,058
---------------
Total additions ...................................... 7,112,503
Benefits paid to participants ................................ 1,785,229
---------------
Net increase ......................................... 5,327,274
Net assets available for plan benefits:
Beginning of year ........................................ 31,375,376
---------------
End of year .............................................. $ 36,702,650
===============
See accompanying notes to financial statements.
3
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF PLAN
The following description of the Benchmark Electronics, Inc. 401(k)
Employee Savings Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for more complete
information.
(A) GENERAL
The Plan is a defined contribution plan covering all employees of
Benchmark Electronics, Inc. (the Company), who have one hour of
service and have attained the age of 18. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
(B) CONTRIBUTIONS AND INVESTMENT OPTIONS
The Plan states that participants may elect to defer up to 17% of
their compensation, as defined, provided that the maximum annual
additions (which includes employer contributions) do not cause the
Plan to exceed the maximum amount allowable as a deduction to the
participant under provisions of the Internal Revenue Service Code.
Participant contributions will be matched by the Company on a 50%
basis, not to exceed 3% of a participant's compensation (referred to
as employer contributions) upon one year of service.
Participants may direct all contributions to any of the following
investment options.
o PRINCIPAL MUTUAL LIFE INSURANCE COMPANY GUARANTEED INTEREST
ACCOUNT - Funds are invested in a guaranteed investment
contract with Principal Mutual Life Insurance Company (note
4). The underlying assets in the Guaranteed Interest Accounts
are invested mostly in private placement bonds, commercial
mortgages, and residential mortgages.
o CHASE MONEY MARKET FUND - Funds are invested in money market
instruments.
o MORLEY STABLE VALUE FUND - Funds are invested in a diversified
pool of stable value assets, including investment contracts
issued by insurance companies, banks and other financial
institutions, to provide a consistent rate of return, while
preserving capital and minimizing risk.
o FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND - Funds are
invested in traditional growth stocks, companies with
above-average growth in sales or earnings, plus other
opportunities such as special situations, debt securities and
cyclicals.
o FEDERATED MAX-CAP FUND INSTITUTIONAL CLASS - Funds are
invested in the stocks of large capitalization, primarily
domestic companies represented in the S&P 500 stock index.
o FRANKLIN CUSTODIAN FUNDS - INCOME SERIES - Funds are invested
in a diversified portfolio of securities selected with
particular consideration of income production.
4
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
o TEMPLETON FOREIGN FUND - Funds are invested in stocks and debt
obligations of companies and governments outside the United
States.
o BENCHMARK ELECTRONICS, INC. COMMON STOCK FUND - Funds are
invested in common stock of the Company.
(C) VESTING
Participants are immediately vested in their contributions to the Plan
plus actual earnings thereon. The Plan provides for a 20% vesting in
employer contributions after two years of employment and an additional
20% vesting annually until the participant is 100% vested after six
years.
Nonvested employer contributions are forfeited upon the participant's
receipt of a distribution of his/her vested balance. If the
participant is subsequently reemployed before incurring five
consecutive one-year breaks in service and such participant had
received a distribution of his entire vested interest prior to his
reemployment, amounts forfeited may be reinstated if the rehired
participant repays to the Plan the amounts previously distributed upon
his/her prior termination.
(D) PARTICIPANTS' NOTES RECEIVABLE
Upon written application by a participant, the Plan administrator may
make loans to participants not to exceed 50% of the participants'
401(k) balance, with a minimum of $1,000. Loans are to be repaid by
level monthly payroll deductions of principal plus interest or may be
prepaid in full or in part without penalty at any time.
(E) ADMINISTRATIVE EXPENSES
Administrative expenses of the Plan are paid by the Company.
(F) PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the vested value of his/her account or an
annuity with various terms and rates.
(G) TERMINATION OF THE PLAN
Although the Company has not expressed any intent to terminate the
Plan, it may do so as provided by the Plan agreement. Following
termination of the Plan, each participant shall become fully vested in
their participant account.
5
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(2) SUMMARY OF ACCOUNTING POLICIES
(A) BASIS OF FINANCIAL STATEMENTS
The financial statements of the Plan are prepared under the accrual
method of accounting.
(B) INVESTMENT VALUATION
The Plan's investments are stated at fair value. Insurance contracts
with Principal Mutual Life Insurance Company (Principal) (note 4) are
reported in the accompanying financial statements at fair value as
reported by Principal. The common shares of the Company are valued at
its quoted market price. Participants' notes receivable are recorded
at cost which approximates their fair value. All other investments are
stated at fair value, as reported by the trustee.
Purchases and sales of securities are recorded on a trade-date basis.
(C) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
additions to and deductions from net assets during the reporting
period. Actual results could differ from those estimates.
(D) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) PLAN AMENDMENT
Effective April 1, 1997, the custodian of the Plan changed from Principal
to Chase Bank of Texas National Association (Chase).
(4) INSURANCE CONTRACT WITH PRINCIPAL
Pursuant to the terms of the Plan, the Plan administrator has entered into
an insurance contract with Principal, whereby contributions made by the
Company are deposited and maintained in Principal's Guaranteed Interest
Accounts. The Plan has entered into a five-year guarantee with Principal in
which the interest rate earned on the commingled investments of the
Guaranteed Interest Accounts for the years ending December 31, 1999 and
1998 is guaranteed by Principal for the remaining years of the guarantee
period.
(5) FEDERAL INCOME TAX EXEMPTION
The Internal Revenue Service has determined and informed the Company by a
letter dated January 5, 1998, that the Plan and related trust are designed
in accordance with Section 401(a) of the Internal Revenue Code of 1986
(IRC) and, accordingly, are entitled to an exemption from federal income
taxes under the provisions of Section 501(a). The Plan administrator
believes that the Plan is designed, and is currently being operated in
compliance with the appropriate IRC sections.
6
<PAGE>
BENCHMARK ELECTRONICS, INC.
401(K) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(6) RECONCILIATION OF CHANGE IN NET ASSETS AVAILABLE FOR PLAN BENEFITS REPORTED
IN FORM 5500
Reconciliation of the change in net assets available for plan benefits
reported in the accompanying statement to the net change in net assets
available for plan benefits reported per the Form 5500 for the year ended
December 31, 1999 is as follows:
Net change in net assets available for plan
benefits reported per the Form 5500 $ 5,349,562
Adjustment in contributions from employer 9,573
Adjustment in contributions from participants (31,861)
------------
Net change in net assets available for Plan
benefits reported in the accompanying
statement $ 5,327,274
============
(7) INVESTMENTS
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING ON CERTAIN
DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS
(SOP-99-3). SOP 99-3 simplifies the disclosure for certain investments. The
Plan adopted SOP 99-3 during the Plan year ending December 31, 1999.
Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the
Plan's 1999 financial statements. The Plan's 1998 financial statements have
been reclassified to conform with the current year's presentation.
The following table presents investments that represent 5 percent or more
of the Plan's net assets as of December 31, 1999:
Federated Max-Cap Fund Institutional Class $ 10,629,991
Morley Stable Value Fund 8,619,145
Benchmark Electronics, Inc. Common Stock Fund 5,319,962
Fidelity Advisor Growth Opportunities Fund 6,731,742
Franklin Custodian Funds - Income Series 2,019,703
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $529,965 as follows:
Mutual funds $ 2,310,232
Common stock (1,780,267)
------------
Net appreciation $ 529,965
============
7
<PAGE>
SCHEDULE
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT VALUE
-------------------------------------------- ------------------------------------------------ -----------
<S> <C> <C>
Principal Mutual Life Insurance Co. Principal Mutural Life Insurance Company
Guaranteed Interest Account, due 1999 351,400
Principal Mutual Life Insurance Co. Principal Mutual Life Insurance Company
Guaranteed Interest Account, due 2000 409,010
* Chase Bank of Texas, National Association Morley Stable Value Fund 8,619,145
* Chase Bank of Texas, National Association Federated Max-Cap Fund Institutional Class 10,629,991
* Chase Bank of Texas, National Association Fidelity Advisor Growth Opportunities Fund 6,731,742
* Chase Bank of Texas, National Association Franklin Custodian Funds - Income Series 2,019,703
* Chase Bank of Texas, National Association Templeton Foreign Fund 1,604,289
* Chase Bank of Texas, National Association Chase Money Market Fund 61,601
* Benchmark Electronics, Inc. Benchmark Electronics, Inc. Common Stock Fund 5,319,962
* Participants Participants' notes receivable (rates range from
5.5% to 11.0% at December 31, 1999,
maturing in years 2000 through 2013) 716,464
-----------
$36,463,307
===========
</TABLE>
See accompanying independent auditors' report.
* Represents party-in-interest transactions.
8
