UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10‑Q
_______________
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
__ 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: 1‑10560
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
|
Texas |
74‑2211011 |
|
(State or other jurisdiction |
(I.R.S. Employer |
|
of incorporation or organization)
|
Identification No.) |
3000 Technology Drive |
77515 |
|
Angleton, Texas |
(Zip Code) |
|
(Address of principal executive offices)
|
|
|
(979) 849‑6550
(Registrant’s telephone number, including area code)
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 [Ö] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [Ö] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b–2 of the Act.
Large accelerated filer [Ö] |
Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) |
Smaller reporting company [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Act). Yes [ ] No [Ö]
As of November 7, 2016, there were 48,878,788 shares of Common Stock of Benchmark Electronics, Inc., par value $0.10 per share, outstanding.
|
TABLE OF CONTENTS
PART I
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Page |
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PART I—FINANCIAL INFORMATION |
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1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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6 |
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Management’s Discussion and Analysis of Financial Condition and |
21 |
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28 |
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29 |
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PART II—OTHER INFORMATION |
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30 |
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30 |
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30 |
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31 |
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32 |
PART I - FINANCIAL INFORMATION
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September 30, |
December 31, |
|||
(in thousands, except par value) |
|
2016 |
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|
2015 |
||||
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|
|
|
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(unaudited) |
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|
|
Assets |
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|
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|
|
||||
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Current assets: |
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|
|
|
|
|||
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Cash and cash equivalents |
$ |
635,683 |
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$ |
465,995 |
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Accounts receivable, net of allowance for doubtful accounts of $3,314 |
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|
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||
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and $3,417, respectively |
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417,325 |
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479,140 |
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Inventories |
|
395,948 |
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|
411,986 |
||
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Prepaid expenses and other assets |
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31,375 |
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31,351 |
||
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Income taxes receivable |
|
380 |
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|
156 |
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Total current assets |
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1,480,711 |
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1,388,628 |
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Property, plant and equipment, net of accumulated depreciation of |
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|||
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$402,359 and $379,088, respectively |
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168,806 |
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178,170 |
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Goodwill |
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191,616 |
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199,290 |
|||
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Deferred income taxes |
|
12,590 |
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|
14,088 |
|||
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Other, net |
|
105,345 |
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|
113,702 |
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$ |
1,959,068 |
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$ |
1,893,878 |
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Liabilities and Shareholders’ Equity |
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||||
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Current liabilities: |
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|||
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Current installments of long-term debt and capital lease obligations |
$ |
12,365 |
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$ |
12,284 |
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Accounts payable |
|
308,859 |
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|
251,163 |
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Income taxes payable |
|
5,112 |
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|
5,069 |
||
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Accrued liabilities |
|
74,796 |
|
|
64,578 |
||
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Total current liabilities |
|
401,132 |
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|
333,094 |
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Long-term debt and capital lease obligations, less current installments |
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214,171 |
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222,909 |
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Other long-term liabilities |
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9,448 |
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15,971 |
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Shareholders’ equity: |
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Preferred stock, $0.10 par value; 5,000 shares authorized, none issued |
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— |
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— |
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Common stock, $0.10 par value; 145,000 shares authorized; issued |
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and outstanding – 48,754 and 50,178, respectively |
|
4,875 |
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|
5,018 |
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Additional paid-in capital |
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613,036 |
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624,997 |
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Retained earnings |
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730,725 |
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704,905 |
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Accumulated other comprehensive loss |
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(14,319) |
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(13,016) |
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Total shareholders’ equity |
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1,334,317 |
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1,321,904 |
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Commitments and contingencies |
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|
|
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||
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|
|
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$ |
1,959,068 |
|
$ |
1,893,878 |
See accompanying notes to condensed consolidated financial statements.
1
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES |
(unaudited) |
|
|
Three Months Ended |
Nine Months Ended |
||||||
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September 30, |
September 30, |
||||||
(in thousands, except per share data) |
|
2016 |
|
2015 |
|
2016 |
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2015 |
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Sales |
$ |
574,341 |
$ |
630,191 |
$ |
1,702,908 |
$ |
1,915,154 |
|
Cost of sales |
|
521,519 |
|
575,627 |
|
1,546,915 |
|
1,752,809 |
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|
Gross profit |
|
52,822 |
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54,564 |
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155,993 |
|
162,345 |
Selling, general and administrative expenses |
|
28,085 |
|
26,216 |
|
85,082 |
|
80,689 |
|
Amortization of intangible assets |
|
3,170 |
|
1,104 |
|
8,945 |
|
3,039 |
|
Restructuring charges and other costs |
|
3,485 |
|
1,096 |
|
9,876 |
|
7,553 |
|
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Income from operations |
|
18,082 |
|
26,148 |
|
52,090 |
|
71,064 |
Interest expense |
|
(2,302) |
|
(495) |
|
(6,935) |
|
(1,427) |
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Interest income |
|
577 |
|
246 |
|
1,170 |
|
971 |
|
Other expense |
|
(383) |
|
(1,121) |
|
(535) |
|
(1,582) |
|
|
Income before income taxes |
|
15,974 |
|
24,778 |
|
45,790 |
|
69,026 |
Income tax expense (benefit) |
|
(5,768) |
|
4,213 |
|
311 |
|
13,046 |
|
|
Net income |
$ |
21,742 |
$ |
20,565 |
$ |
45,479 |
$ |
55,980 |
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Earnings per share: |
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|
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Basic |
$ |
0.44 |
$ |
0.40 |
$ |
0.92 |
$ |
1.08 |
|
Diluted |
$ |
0.44 |
$ |
0.40 |
$ |
0.91 |
$ |
1.07 |
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Weighted-average number of shares outstanding: |
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|||
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Basic |
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48,965 |
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51,192 |
|
49,377 |
|
51,940 |
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Diluted |
|
49,414 |
|
51,588 |
|
49,878 |
|
52,448 |
See accompanying notes to condensed consolidated financial statements.
2
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES |
(unaudited) |
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Three Months Ended |
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Nine Months Ended |
||||||||
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September 30, |
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September 30, |
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(in thousands) |
|
2016 |
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2015 |
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2016 |
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2015 |
||||
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Net income |
$ |
21,742 |
|
$ |
20,565 |
|
$ |
45,479 |
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$ |
55,980 |
||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
||||
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Foreign currency translation adjustments |
|
299 |
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|
378 |
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|
815 |
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(2,386) |
|||
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Unrealized gain (loss) on investments, net of tax |
|
1 |
|
|
10 |
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17 |
|
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(23) |
|||
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Unrealized gain (loss) on derivative, net of tax |
|
765 |
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|
- |
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(2,134) |
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- |
|||
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Other |
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(1) |
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|
(3) |
|
|
(1) |
|
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(10) |
|||
Other comprehensive income (loss) |
|
1,064 |
|
|
385 |
|
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(1,303) |
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|
(2,419) |
||||
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Comprehensive income |
$ |
22,806 |
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$ |
20,950 |
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$ |
44,176 |
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$ |
53,561 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements.
3
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES |
(unaudited) |
|
|
|
|
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Accumulated |
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Common Stock |
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Additional |
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Other |
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Total |
|||
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Shares |
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Par |
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Paid-in |
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Retained |
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Comprehensive |
Shareholders’ |
|||||
(in thousands) |
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Outstanding |
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Value |
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Capital |
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Earnings |
|
|
Loss |
|
|
Equity |
|||
|
|
|
|
|
|
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|
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|
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|
|
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Balances, December 31, 2015 |
|
|
50,178 |
|
|
$ 5,018 |
|
$ 624,997 |
|
$ 704,905 |
|
|
$ (13,016) |
|
|
$ 1,321,904 |
|
Stock-based compensation expense |
|
|
- |
|
|
- |
|
4,302 |
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- |
|
|
- |
|
|
4,302 |
|
Shares repurchased and retired |
|
|
(1,923) |
|
|
(193) |
|
(21,010) |
|
(19,659) |
|
|
- |
|
|
(40,862) |
|
Stock options exercised |
|
|
328 |
|
|
33 |
|
5,511 |
|
- |
|
|
- |
|
|
5,544 |
|
Vesting of restricted stock units |
|
|
197 |
|
|
20 |
|
(20) |
|
- |
|
|
- |
|
|
- |
|
Shares withheld for taxes |
|
|
(26) |
|
|
(3) |
|
(551) |
|
- |
|
|
- |
|
|
(554) |
|
Excess tax shortfall of stock-based |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
compensation |
|
|
- |
|
|
- |
|
(193) |
|
- |
|
|
- |
|
|
(193) |
Net income |
|
|
- |
|
|
- |
|
- |
|
45,479 |
|
|
- |
|
|
45,479 |
|
Other comprehensive loss |
|
|
- |
|
|
- |
|
- |
|
- |
|
|
(1,303) |
|
|
(1,303) |
|
Balances, September 30, 2016 |
|
|
48,754 |
|
|
$ 4,875 |
|
$ 613,036 |
|
$ 730,725 |
|
|
$ (14,319) |
|
|
$ 1,334,317 |
See accompanying notes to condensed consolidated financial statements.
4
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES |
(unaudited) |
|
|
|
|
|
Nine Months Ended |
||||
|
|
|
|
|
September 30, |
||||
(in thousands) |
|
2016 |
|
|
2015 |
||||
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
||||
|
Net income |
$ |
45,479 |
|
$ |
55,980 |
|||
|
Adjustments to reconcile net income to net cash provided by |
|
|
|
|
|
|||
|
|
operating activities: |
|
|
|
|
|
||
|
|
|
Depreciation |
|
31,623 |
|
|
32,298 |
|
|
|
|
Amortization |
|
10,379 |
|
|
4,192 |
|
|
|
|
Deferred income taxes |
|
2,577 |
|
|
7,481 |
|
|
|
|
Gain on the sale of property, plant and equipment |
|
(119) |
|
|
(56) |
|
|
|
|
Asset impairments |
|
121 |
|
|
84 |
|
|
|
|
Stock-based compensation expense |
|
4,302 |
|
|
6,021 |
|
|
|
|
Excess tax benefits from stock-based compensation |
|
(299) |
|
|
(345) |
|
|
Changes in operating assets and liabilities, net of effects from |
|
|
|
|
|
|||
|
|
business acquisition: |
|
|
|
|
|
||
|
|
|
Accounts receivable |
|
61,776 |
|
|
52,217 |
|
|
|
|
Inventories |
|
13,991 |
|
|
(21,059) |
|
|
|
|
Prepaid expenses and other assets |
|
(302) |
|
|
(9,015) |
|
|
|
|
Accounts payable |
|
59,183 |
|
|
(9,222) |
|
|
|
|
Accrued liabilities |
|
(535) |
|
|
529 |
|
|
|
|
Income taxes |
|
(146) |
|
|
(383) |
|
|
|
|
|
Net cash provided by operations |
|
228,030 |
|
|
118,722 |
Cash flows from investing activities: |
|
|
|
|
|
||||
|
Proceeds from sales of investments at par |
|
200 |
|
|
50 |
|||
|
Additions to property, plant and equipment |
|
(24,126) |
|
|
(31,980) |
|||
|
Proceeds from the sale of property, plant and equipment |
|
237 |
|
|
477 |
|||
|
Additions to purchased software |
|
(1,272) |
|
|
(902) |
|||
|
Business acquisition, net of cash acquired |
|
10,750 |
|
|
- |
|||
|
Other |
|
(224) |
|
|
187 |
|||
|
|
|
|
Net cash used in investing activities |
|
(14,435) |
|
|
(32,168) |
Cash flows from financing activities: |
|
|
|
|
|
||||
|
Proceeds from stock options exercised |
|
5,544 |
|
|
1,683 |
|||
|
Excess tax benefits from stock-based compensation |
|
299 |
|
|
345 |
|||
|
Principal payments on long-term debt and capital lease obligations |
|
(9,224) |
|
|
(500) |
|||
|
Share repurchases |
|
(40,862) |
|
|
(52,323) |
|||
|
|
|
|
Net cash used in financing activities |
|
(44,243) |
|
|
(50,795) |
Effect of exchange rate changes |
|
336 |
|
|
(1,041) |
||||
Net increase in cash and cash equivalents |
|
169,688 |
|
|
34,718 |
||||
|
Cash and cash equivalents at beginning of year |
|
465,995 |
|
|
427,376 |
|||
|
Cash and cash equivalents at end of period |
$ |
635,683 |
|
$ |
462,094 |
See accompanying notes to condensed consolidated financial statements.
5
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(amounts in thousands, except per share data, unless otherwise noted)
(unaudited)
Note 1 – Basis of Presentation
Benchmark Electronics, Inc. (the Company) is a Texas corporation that provides worldwide integrated electronic manufacturing services (EMS), engineering and design services, and precision machine services. The Company provides services to original equipment manufacturers (OEMs) of industrial control equipment (including equipment for the aerospace and defense industries), telecommunication equipment, computers and related products for business enterprises, medical devices, and testing and instrumentation products. The Company has manufacturing operations located in the United States and Mexico (the Americas), Asia and Europe.
The unaudited condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). The financial statements reflect all normal and recurring adjustments necessary in the opinion of management for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s annual report on Form 10‑K for the year ended December 31, 2015 (the 2015 10-K).
Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Actual results could differ from those estimates and assumptions.
Certain reclassifications of prior period amounts have been made to conform to the current period presentation. In the quarter ending September 30, 2016, the Company concluded that it was appropriate to classify amounts relating to the amortization of intangible assets separately. Previously, the Company had reported these amounts under the captions “cost of sales” and “selling, general and administrative expenses”. These reclassifications had no effect on previously reported net income.
On November 12, 2015, the Company acquired all of the outstanding common stock of Secure Communication Systems, Inc. and its subsidiaries (collectively referred to as Secure Technology or Secure) (the Secure Acquisition) for a purchase price of $219.8 million, as adjusted in accordance with the acquisition agreement. Secure Technology is a leading provider of customized high-performance electronics, sub-systems, and component solutions for mission critical applications. The transaction was financed with borrowings under the Company’s term loan facility.
The allocation of the Secure Acquisition’s net purchase price resulted in $145.6 million of goodwill. The final allocation of the purchase price, which the Company completed in September 2016, reflects a $10.8 million purchase price adjustment received during the quarter ended September 30, 2016. The Secure Acquisition deepened Benchmark’s engineering capabilities and enhanced its ability to serve customers in highly regulated industrial markets, including aerospace and defense. The goodwill recognized in connection with the acquisition represents the future economic benefit arising from assets acquired that could not be individually identified and separately recognized and is attributable to the general reputation, acquisition synergies and expected future cash flows of the acquisition, as well as the nature of Secure’s products and services and its competitive position in the marketplace.
6
The purchase price paid for Secure has been allocated as follows (in thousands):
Purchase price paid |
$ |
219,754 |
|
Cash acquired |
|
(922) |
|
|
Purchase price, net of cash received |
$ |
218,832 |
|
|
|
|
Acquisition-related costs for 2016 |
$ |
132 |
|
|
|
|
|
The following table summarizes the assets acquired and liabilities assumed: |
|
|
|
|
Cash |
$ |
922 |
|
Accounts receivable |
|
12,521 |
|
Inventories |
|
13,484 |
|
Other current assets |
|
1,569 |
|
Property, plant and equipment |
|
2,048 |
|
Other assets |
|
97 |
|
Trade names and trademarks intangible |
|
7,800 |
|
Technology licenses intangible |
|
15,500 |
|
Customer relationships intangible |
|
67,100 |
|
Current liabilities |
|
(16,936) |
|
Long-term debt |
|
(24) |
|
Other long-term liabilities |
|
(800) |
|
Deferred income taxes |
|
(29,173) |
|
Total identifiable net assets |
|
74,108 |
|
Goodwill |
|
145,646 |
|
Net assets acquired |
$ |
219,754 |
The following summary pro forma condensed consolidated financial information reflects the Secure Acquisition as if it had occurred on January 1, 2015 for purposes of the statements of income. This summary pro forma information is not necessarily representative of what the Company’s results of operations would have been had this acquisition in fact occurred on January 1, and is not intended to project the Company’s results of operations for any future period.
Pro forma condensed consolidated financial information for the nine months ended September 30, 2015 (unaudited) (in thousands):
|
Net sales |
$ |
1,989,134 |
|
Net income |
$ |
57,089 |
Note 3 – Stock-Based Compensation
The Company’s 2010 Omnibus Incentive Compensation Plan (the 2010 Plan) authorizes, the Company, upon approval of the compensation committee of the Board of Directors, to grant a variety of awards, including stock options, restricted shares and restricted stock units (both time-based and performance-based) and other forms of equity awards, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. Stock options are granted to employees with an exercise price equal to the market price of the Company’s common shares on the date of grant, generally vest over a four-year period from the date of grant and have a term of 10 years. Time-based restricted shares and restricted stock units granted to employees generally vest over a four-year period from the date of grant, subject to the continued employment of the employee by the Company. Performance-based restricted stock unit awards generally vest over a three-year
7
performance cycle, which includes the year of the grant, and are based upon the Company’s achievement of specified performance metrics. Awards under the 2010 Plan to non-employee directors have been in the form of restricted stock units, which vest in equal quarterly installments over a one-year period, starting on the grant date.
As of September 30, 2016, 3.9 million additional common shares were available for issuance under the Company’s 2010 Plan.
All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their grant date fair values. The total compensation cost recognized for stock-based awards was $0.3 million and $4.3 million for the three and nine months ended September 30, 2016, respectively, and $2.0 million and $6.0 million for the three and nine months ended September 30, 2015, respectively. The total income tax benefit recognized in the condensed income statements for stock-based awards was $0.1 million and $1.5 million for the three and nine months ended September 30, 2016, respectively, and $0.8 million and $2.4 million for the three and nine months ended September 30, 2015, respectively. The compensation expense for stock-based awards includes an estimate for forfeitures and is recognized over the vesting period of the awards using the straight-line method. Cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for stock-based awards (excess tax benefits) are classified as cash flows from financing activities. Awards of restricted shares, restricted stock units, and performance-based restricted stock units are valued at the closing market price of the Company’s common shares on the date of grant. For performance-based restricted stock units, compensation expense is based on the probability that the performance goals will be achieved, which is monitored by management throughout the requisite service period. When it becomes probable, based on the Company’s expectation of performance during the measurement period, that more or less than the previous estimate of the awarded shares will vest, an adjustment to stock-based compensation expense is recognized as a change in accounting estimate.
As of September 30, 2016, the unrecognized compensation cost and remaining weighted-average amortization related to stock-based awards were as follows:
|
|
|
|
|
|
Performance- |
||
|
|
|
|
|
|
based |
||
|
|
|
|
Restricted |
|
Restricted |
||
|
|
Stock |
|
Stock |
|
Stock |
||
(in thousands) |
|
Options |
|
Units |
|
Units(1) |
||
Unrecognized compensation cost |
|
$ 2,183 |
|
|
$ 8,344 |
|
|
$ 2,821 |
Remaining weighted-average |
|
|
|
|
|
|
|
|
amortization period |
1.3 years |
|
|
2.4 years |
|
|
2.0 years |
|
|
|
|
|
|
|
|
|
|
(1) Based on the probable achievement of the performance goals identified in each award. |
8
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The weighted-average fair value per option granted during the nine months ended September 30, 2015 was $8.76, respectively. No options were granted during the nine months ended September 30, 2016. The weighted-average assumptions used to value the options granted during the nine months ended September 30, 2015 were as follows (in thousands):
Options granted |
|
|
289 |
Expected term of options |
|
|
6.4 years |
Expected volatility |
|
|
35% |
Risk-free interest rate |
|
|
1.886% |
Dividend yield |
|
|
zero |
The expected term of the options represents the estimated period of time until exercise and is based on historical experience, giving consideration to the contractual terms, vesting schedules and expectations of future plan participant behavior. Separate groups of plan participants that have similar historical exercise behavior are considered separately for valuation purposes. Expected stock price volatility is based on the historical volatility of the Company’s common shares. The risk-free interest rate is based on the U.S. Treasury zero-coupon rates in effect at the time of grant with an equivalent remaining term. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not anticipate paying cash dividends in the foreseeable future.
The total cash received by the Company as a result of stock option exercises for the nine months ended September 30, 2016 and 2015 was approximately $5.5 million and $1.7 million, respectively. The actual tax benefit realized as a result of stock option exercises and the vesting of other share-based awards during the nine months ended September 30, 2016 and 2015 was $2.6 million and $2.0 million, respectively. For the nine months ended September 30, 2016 and 2015, the total intrinsic value of stock options exercised was $2.2 million and $0.5 million, respectively.
The Company awarded performance-based restricted stock units to employees during the nine months ended September 30, 2016 and 2015. The number of performance-based restricted stock units that will ultimately be earned will not be determined until the end of the corresponding performance periods, and may vary from as low as zero to as high as three times the target number depending on the level of achievement of certain performance goals. The level of achievement of these goals is based upon the audited financial results of the Company for the last full calendar year within the performance period. The performance goals consist of certain levels of achievement using the following financial metrics: revenue growth, operating margin expansion, and return on invested capital. If the performance goals are not met based on the Company’s financial results, the applicable performance-based restricted stock units will not vest and will be forfeited. Shares subject to forfeited performance-based restricted stock units will be available for issuance under the 2010 Plan.
9
The following table summarizes activities relating to the Company’s stock options:
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
Weighted- |
|
Average |
|
|
|
|
|
|
|
Average |
|
Remaining |
|
Aggregate |
|
|
Number of |
|
|
Exercise |
|
Contractual |
|
Intrinsic |
(in thousands, except per share data) |
|
Options |
|
|
Price |
|
Term (Years) |
|
Value |
Outstanding as of December 31, 2015 |
|
2,580 |
|
|
$20.49 |
|
|
|
|
Exercised |
|
(328) |
|
|
16.89 |
|
|
|
|
Forfeited or expired |
|
(415) |
|
|
23.26 |
|
|
|
|
Outstanding as of September 30, 2016 |
|
1,837 |
|
|
$20.51 |
|
4.48 |
|
$ 8,789 |
Exercisable as of September 30, 2016 |
|
1,497 |
|
|
$20.16 |
|
3.15 |
|
$ 7,810 |
The aggregate intrinsic value in the table above is before income taxes and is calculated as the difference between the exercise price of the underlying options and the Company’s closing stock price as of the last business day of the period ended September 30, 2016 for options that had exercise prices that were below the closing price.
During the nine months ended September 30, 2016, the Company’s remaining outstanding restricted shares at December 31, 2015 vested and the Company has no restricted shares outstanding. Restricted stock units, time-based and performance-based, remain outstanding as detailed below.
The following table summarizes the activities related to the Company’s time-based restricted stock units:
|
|
|
|
|
Weighted- |
|
|
|
|
|
Average |
|
|
Number of |
|
|
Grant Date |
(in thousands, except per share data) |
|
Units |
|
|
Fair Value |
Non-vested awards outstanding as of December 31, 2015 |
|
467 |
|
|
$21.59 |
Granted |
|
319 |
|
|
21.50 |
Vested |
|
(198) |
|
|
21.09 |
Forfeited |
|
(115) |
|
|
21.86 |
Non-vested awards outstanding as of September 30, 2016 |
|
473 |
|
|
$21.67 |
The following table summarizes the activities related to the Company’s performance-based restricted stock units:
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
|
Number of |
|
|
Grant Date |
(in thousands, except per share data) |
|
|
Units |
|
|
Fair Value |
Non-vested units outstanding as of December 31, 2015 |
|
|
306 |
|
|
$19.77 |
Granted (1) |
|
|
184 |
|
|
21.63 |
Forfeited or expired |
|
|
(260) |
|
|
19.62 |
Non-vested units outstanding as of September 30, 2016 |
|
|
230 |
|
|
$21.44 |
(1) Represents target number of units that can vest based on the achievement of the performance goals.
10
Note 4 – Earnings Per Share
Basic earnings per share is computed using the weighted-average number of shares outstanding. Diluted earnings per share is computed using the weighted-average number of shares outstanding adjusted for the incremental shares attributed to outstanding stock equivalents. Stock equivalents include common shares issuable upon the exercise of stock options and other equity instruments, and are computed using the treasury stock method. Under the treasury stock method, the exercise price of a share, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the amount of estimated excess tax benefits that would be recorded in paid-in-capital, if any, when the option is exercised or the instrument vests are assumed to be used to repurchase shares in the current period.
The following table sets forth the calculation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||
|
|
|
September 30, |
|
September 30, |
||||||||
(in thousands, except per share data) |
|
|
2016 |
|
|
2015 |
|
|
2016 |
|
|
2015 |
|
Net income |
|
$ |
21,742 |
|
$ |
20,565 |
|
$ |
45,479 |
|
$ |
55,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic earnings per share - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted-average number of common |
|
|
|
|
|
|
|
|
|
|
|
|
|
shares outstanding during the period |
|
|
48,965 |
|
|
51,192 |
|
|
49,377 |
|
|
51,940 |
Incremental common shares attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
exercise of dilutive options |
|
|
323 |
|
|
292 |
|
|
304 |
|
|
326 |
Incremental common shares attributable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to outstanding restricted stock units |
|
|
126 |
|
|
104 |
|
|
197 |
|
|
182 |
Denominator for diluted earnings per share |
|
|
49,414 |
|
|
51,588 |
|
|
49,878 |
|
|
52,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.44 |
|
$ |
0.40 |
|
$ |
0.92 |
|
$ |
1.08 |
|
Diluted earnings per share |
|
$ |
0.44 |
|
$ |
0.40 |
|
$ |
0.91 |
|
$ |
1.07 |
Options to purchase 0.6 million and 0.9 million common shares for the three- and nine-month periods ended September 30, 2016, respectively, were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive. Options to purchase 1.3 million common shares for both the three- and nine-month periods ended September 30, 2015 were not included in the computation of diluted earnings per share because their effect would also have been anti-dilutive.
Note 5 – Goodwill and Other Intangible Assets
Goodwill allocated to the Company’s reportable segments was as follows:
(in thousands) |
|
Americas |
|
Asia |
|
Total |
Goodwill as of December 31, 2015 |
$ |
161,188 |
$ |
38,102 |
$ |
199,290 |
Purchase accounting adjustments |
|
(7,674) |
|
- |
|
(7,674) |
Goodwill as of September 30, 2016 |
$ |
153,514 |
$ |
38,102 |
$ |
191,616 |
The purchase accounting adjustments in 2016 related to the Secure Acquisition were based on management’s estimates resulting from review of information obtained after the acquisition that related to facts and circumstances that existed at the acquisition date. See Note 2.
11
Other assets consist primarily of acquired identifiable intangible assets and capitalized purchased software costs. Acquired identifiable intangible assets as of September 30, 2016 and December 31, 2015 were as follows:
|
|
Gross |
|
|
|
|
|
Net |
|
|
Carrying |
|
Accumulated |
|
Carrying |
||
(in thousands) |
|
Amount |
|
Amortization |
|
Amount |
||
Customer relationships |
$ |
100,123 |
|
$ |
(25,925) |
|
$ |
74,198 |
Purchased software costs |
|
31,019 |
|
|
(28,248) |
|
|
2,771 |
Technology licenses |
|
26,800 |
|
|
(13,329) |
|
|
13,471 |
Trade names and trademarks |
|
7,800 |
|
|
- |
|
|
7,800 |
Other |
|
868 |
|
|
(231) |
|
|
637 |
Other intangible assets, September 30, 2016 |
$ |
166,610 |
|
$ |
(67,733) |
|
$ |
98,877 |
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
Net |
|
|
Carrying |
|
Accumulated |
|
Carrying |
||
(in thousands) |
|
Amount |
|
Amortization |
|
Amount |
||
Customer relationships |
$ |
100,092 |
|
$ |
(19,822) |
|
$ |
80,270 |
Purchased software costs |
|
29,754 |
|
|
(27,394) |
|
|
2,360 |
Technology licenses |
|
26,800 |
|
|
(10,477) |
|
|
16,323 |
Trade names and trademarks |
|
7,800 |
|
|
- |
|
|
7,800 |
Other |
|
868 |
|
|
(213) |
|
|
655 |
Other intangible assets, December 31, 2015 |
$ |
165,314 |
|
$ |
(57,906) |
|
$ |
107,408 |
Customer relationships are amortized on a straight-line basis over a period of 10 to 14 years. Capitalized purchased software costs are amortized on a straight-line basis over the estimated useful life of the related software, which ranges from 2 to 10 years. Technology licenses are amortized over their estimated useful lives in proportion to the economic benefits consumed. Amortization expense for the nine months ended September 30, 2016 and 2015 was as follows:
|
Nine Months Ended |
||||
|
September 30, |
||||
(in thousands) |
|
2016 |
|
|
2015 |
Amortization of intangible assets |
$ |
8,945 |
|
$ |
3,039 |
Amortization of capitalized purchased software costs |
|
867 |
|
|
1,013 |
Amortization of debt costs |
|
567 |
|
|
140 |
|
$ |
10,379 |
|
$ |
4,192 |
The increased amortization of intangible assets reflects the impact of the Secure Acquisition. See Note 2.
The estimated future amortization expense of other intangible assets for each of the next five years is as follows (in thousands):
Year ending December 31, |
|
Amount |
2016 (remaining three months) |
$ |
3,279 |
2017 |
|
10,776 |
2018 |
|
9,901 |
2019 |
|
9,759 |
2020 |
|
9,192 |
12
Note 6 – Borrowing Facilities
On November 12, 2015, the Company entered into a $430 million Credit Agreement (the Credit Agreement) by and among Benchmark, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent (the Administrative Agent), and the financial institutions acting as lenders thereunder from time to time. This Credit Agreement provides for a five-year $200 million revolving credit facility and a five-year $230 million term loan facility (the Term Loan), both with a maturity date of November 12, 2020. The proceeds of the Term Loan were used to finance the purchase price of the acquisition of Secure Technology. The revolving credit facility is available for general corporate purposes, may be drawn in foreign currencies up to an amount equivalent to $20 million, and may be used for letters of credit up to $20 million. The Credit Agreement includes an accordion feature, pursuant to which total commitments under the facility may be increased by an additional $150 million, subject to satisfaction of certain conditions.
The Term Loan is payable in minimum quarterly principal installments, which began in March 2016, of $2.9 million in 2016 and 2017, $4.3 million in 2018, $5.8 million in 2019, and $8.6 million in 2020, with the balance payable on the maturity date.
Interest on outstanding borrowings under the Credit Agreement accrues, at our option, at (a) the adjusted London interbank offered rate (LIBOR) plus 1.25% to 2.25%, or (b) the alternative base rate plus 0.25% to 1.25%, and is payable quarterly in arrears. The alternative base rate is equal to the highest of (i) the Administrative Agent’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the adjusted LIBOR rate plus 1.00%. The margin on the interest rates fluctuates based upon the ratio of the Company’s debt to its consolidated EBITDA. As of September 30, 2016, $166.0 million of the outstanding debt under the Credit Agreement was effectively at a fixed interest rate as a result of a $166.0 million notional interest rate swap contract discussed in Note 14. A commitment fee of 0.30% to 0.40% per annum (based on the debt to EBITDA ratio) on the unused portion of the revolving credit line is payable quarterly in arrears.
The Credit Agreement is generally secured by a pledge of (a) all the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of its directly owned foreign subsidiaries, (b) any indebtedness owed to Benchmark and its subsidiaries and (c) all or substantially all other personal property of Benchmark and its domestic subsidiaries (including, accounts receivable, inventory and fixed assets of Benchmark and its domestic subsidiaries), in each case, subject to customary exceptions and limitations. The Credit Agreement contains financial covenants as to debt leverage and interest coverage, and certain customary affirmative and negative covenants, including restrictions on our ability to incur additional debt and liens, pay dividends, repurchase shares, sell assets and merge or consolidate with other persons. Amounts due under the Credit Agreement may be accelerated upon specified events of default, including a failure to pay amounts due, breach of a covenant, material inaccuracy of a representation, or occurrence of bankruptcy or insolvency, subject, in some cases, to cure periods. As of September 30, 2016 and December 31, 2015, the Company was in compliance with all of these covenants and restrictions.
As of September 30, 2016, the Company had $221.4 million in borrowings outstanding under the Term Loan facility and $2.1 million in letters of credit outstanding under the revolving credit facility. The Company has $197.9 million available for future borrowings under the revolving credit facility.
The Company’s Thailand subsidiary has a multi-purpose credit facility with Kasikornbank Public Company Limited (the Thai Credit Facility) that provides for 350 million Thai baht working capital availability. The Thai Credit Facility is secured by land and buildings in Thailand owned by the Company’s Thailand subsidiary. Availability of funds under the Thai Credit Facility is reviewed annually and is currently accessible through October 2017. As of both September 30, 2016 and 2015, there were no working capital borrowings outstanding under the facility.
13
Note 7 – Inventories |
|||||
Inventory costs are summarized as follows: |
|||||
|
|
September 30, |
|
December 31, |
|
(in thousands) |
|
2016 |
|
|
2015 |
Raw materials |
$ |
258,048 |
|
$ |
276,470 |
Work in process |
|
108,513 |
|
|
86,475 |
Finished goods |
|
29,387 |
|
|
49,041 |
|
$ |
395,948 |
|
$ |
411,986 |
Note 8 – Income Taxes |
|||||
Income tax expense consists of the following: |
|||||
|
Nine Months Ended |
||||
|
September 30, |
||||
(in thousands) |
|
2016 |
|
|
2015 |
Federal – current |
$ |
(164) |
|
$ |
483 |
Foreign – current |
|
(2,340) |
|
|
4,786 |
State – current |
|
238 |
|
|
296 |
Deferred |
|
2,577 |
|
|
7,481 |
|
$ |
311 |
|
$ |
13,046 |
Income tax expense differs from the amount computed by applying the U.S. federal statutory income tax rate to income before income tax primarily due to the mix of taxable income by taxing jurisdiction, the impact of tax incentives and tax holidays in foreign locations, and state income taxes (net of federal benefit). The decrease in income tax expense during 2016 is primarily the result of an $8.3 million decrease in the reserve for uncertain tax benefits and lower taxable income.
The Company considers earnings from foreign subsidiaries to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes has been made for these earnings. Upon distribution of foreign subsidiary earnings in the form of dividends or otherwise, such distributed earnings would be subject to U.S. income taxes and foreign withholding taxes, reduced by any applicable foreign tax credits. Determination of the amount of any unrecognized deferred tax liability on these undistributed earnings is not practicable.
14
The Company has been granted certain tax incentives, including tax holidays, for its subsidiaries in Malaysia and Thailand that will expire at various dates, unless extended or otherwise renegotiated, through 2025 in Malaysia and 2028 in Thailand, and are subject to certain conditions with which the Company expects to comply. The net impact of these tax incentives was to lower income tax expense for the nine months ended September 30, 2016 and 2015 by approximately $3.5 million (approximately 0.07 per diluted share) and $7.1 million (approximately $0.13 per diluted share), respectively, as follows:
|
Nine Months Ended |
||||
|
September 30, |
||||
(in thousands) |
|
2016 |
|
|
2015 |
China |
$ |
- |
|
$ |
1,573 |
Malaysia |
|
1,594 |
|
|
1,565 |
Thailand |
|
1,953 |
|
|
3,936 |
|
$ |
3,547 |
|
$ |
7,074 |
The Company’s Chinese subsidiary had a tax incentive that expired in December 2015 and has submitted an application for a new tax incentive.
As of September 30, 2016, the total amount of the reserve for uncertain tax benefits including interest was $8.1 million. The reserve is classified as a current or long-term liability in the condensed consolidated balance sheets based on the Company’s expectation of when the items will be settled. The amount of accrued potential interest on unrecognized tax benefits included in the reserve as of September 30, 2016, was $0.1 million. There was no reserve for potential penalties. During the three months ended September 30, 2016, the Company reduced its reserve by approximately $8.3 million relating to the expiration of the statute of limitations for a foreign subsidiary that was liquidated in 2011 and closed its operations in 2005.
The Company and its subsidiaries in Brazil, China, Ireland, Luxembourg, Malaysia, Mexico, the Netherlands, Romania, Singapore, Thailand and the United States remain open to examination by the various local taxing authorities, in total or in part, for fiscal years 2004 to 2015. During the course of such examinations, disputes may occur as to matters of fact or law. The Company has no ongoing U.S. Internal Revenue Service income tax audits. In most tax jurisdictions, the passage of time without examination will result in the expiration of applicable statutes of limitations thereby precluding examination of the tax period(s) for which such statute of limitation has expired. The Company believes that it has adequately provided for its tax liabilities.
15
Note 9 – Segment and Geographic Information
The Company currently has manufacturing facilities in the United States, Mexico, Asia and Europe to serve its customers. The Company is operated and managed geographically, and management evaluates performance and allocates the Company’s resources on a geographic basis. Intersegment sales are generally recorded at prices that approximate arm’s length transactions. Operating segments’ measure of profitability is based on income from operations. The accounting policies for the reportable operating segments are the same as for the Company taken as a whole. The Company has three reportable operating segments: the Americas, Asia and Europe. Information about operating segments is as follows:
|
|
Three Months Ended |
Nine Months Ended |
||||||
|
|
September 30, |
September 30, |
||||||
(in thousands) |
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
Net sales: |
|
|
|
|
|
|
|
|
|
|
Americas |
$ |
387,827 |
$ |
398,570 |
$ |
1,135,995 |
$ |
1,193,194 |
|
Asia |
|
169,215 |
|
219,400 |
|
505,410 |
|
692,609 |
|
Europe |
|
37,113 |
|
35,399 |
|
119,633 |
|
106,647 |
|
Elimination of intersegment sales |
|
(19,814) |
|
(23,178) |
|
(58,130) |
|
(77,296) |
|
|
$ |
574,341 |
$ |
630,191 |
$ |
1,702,908 |
$ |
1,915,154 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
Americas |
$ |
6,031 |
$ |
5,965 |
$ |
17,639 |
$ |
18,094 |
|
Asia |
|
4,055 |
|
4,126 |
|
12,304 |
|
12,928 |
|
Europe |
|
702 |
|
683 |
|
2,098 |
|
1,929 |
|
Corporate |
|
3,314 |
|
1,236 |
|
9,961 |
|
3,539 |
|
|
$ |
14,102 |
$ |
12,010 |
$ |
42,002 |
$ |
36,490 |
|
|
|
|
|
|
|
|
|
|
Income from operations: |
|
|
|
|
|
|
|
|
|
|
Americas |
$ |
21,481 |
$ |
21,153 |
$ |
60,960 |
$ |
53,165 |
|
Asia |
|
12,337 |
|
16,216 |
|
34,894 |
|
50,143 |
|
Europe |
|
2,390 |
|
973 |
|
7,878 |
|
4,273 |
|
Corporate and intersegment eliminations |
|
(18,126) |
|
(12,194) |
|
(51,642) |
|
(36,517) |
|
|
$ |
18,082 |
$ |
26,148 |
$ |
52,090 |
$ |
71,064 |
|
|
|
|
|
|
|
|
|
|
Capital expenditures: |
|
|
|
|
|
|
|
|
|
|
Americas |
$ |
7,102 |
$ |
4,391 |
$ |
16,698 |
$ |
14,731 |
|
Asia |
|
1,372 |
|
1,526 |
|
5,945 |
|
10,922 |
|
Europe |
|
532 |
|
577 |
|
1,204 |
|
3,873 |
|
Corporate |
|
189 |
|
1,382 |
|
1,551 |
|
3,356 |
|
|
$ |
9,195 |
$ |
7,876 |
$ |
25,398 |
$ |
32,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
December 31, |
||
|
|
|
|
|
|
|
2016 |
|
2015 |
Total assets: |
|
|
|
|
|
|
|
|
|
|
Americas |
|
|
|
|
$ |
867,099 |
$ |
867,858 |
|
Asia |
|
|
|
|
|
623,805 |
|
604,554 |
|
Europe |
|
|
|
|
|
359,279 |
|
305,833 |
|
Corporate and other |
|
|
|
|
|
108,885 |
|
115,633 |
|
|
|
|
|
|
$ |
1,959,068 |
$ |
1,893,878 |
16
Geographic net sales information reflects the destination of the product shipped. Long-lived assets information is based upon the physical location of the asset.
|
|
Three Months Ended |
Nine Months Ended |
||||||
|
|
September 30, |
September 30, |
||||||
(in thousands) |
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
Geographic net sales: |
|
|
|
|
|
|
|
|
|
|
United States |
$ |
403,561 |
$ |
452,255 |
$ |
1,200,752 |
$ |
1,391,414 |
|
Asia |
|
85,827 |
|
75,479 |
|
239,546 |
|
237,490 |
|
Europe |
|
57,835 |
|
58,307 |
|
180,362 |
|
159,781 |
|
Other Foreign |
|
27,118 |
|
44,150 |
|
82,248 |
|
126,469 |
|
|
$ |
574,341 |
$ |
630,191 |
$ |
1,702,908 |
$ |
1,915,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
December 31, |
||
|
|
|
|
|
|
|
2016 |
|
2015 |
Long-lived assets: |
|
|
|
|
|
|
|
|
|
|
United States |
|
|
|
|
$ |
168,880 |
$ |
172,958 |
|
Asia |
|
|
|
|
|
69,294 |
|
77,237 |
|
Europe |
|
|
|
|
|
9,054 |
|
9,704 |
|
Other |
|
|
|
|
|
26,179 |
|
31,046 |
|
|
|
|
|
|
$ |
273,407 |
$ |
290,945 |
|
|
|
|
|
|
|
|
|
|
Note 10 – Supplemental Cash Flow and Non-Cash Information |
||||||||||||
The following information concerns supplemental disclosures of cash payments. |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
||||||||
|
|
September 30, |
|
September 30, |
||||||||