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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 30, 2000.
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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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 30,
2000 and December 31, 1999
2. Statement of Changes in Net Assets Available for Plan Benefits for the
period ended December 30, 2000
3. Schedule H, line 4i - Schedule of Assets (Held at End of Year) -
December 30, 2000
EXHIBITS
10.1 Benchmark Electronics, Inc. 401(k) Savings Plan Adoption Agreement
dated January 2, 2001 by and between Benchmark Electronics, Inc. and
Boston Safe Deposit and Trust Company.
10.2 Dreyfus Prototype Defined Contribution Plan Basic Plan Document No. 01.
23 Independent Auditors' Consent.
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
VICE PRESIDENT FINANCE
Date: June 28, 2001
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BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Financial Statements and Schedule
December 30, 2000 and December 31, 1999
(With Independent Auditors'
Report Thereon)
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
PAGE
Independent Auditors' Report 1
Statements of Net Assets Available for
Plan Benefits as of December 30, 2000 and December 31, 1999 2
Statement of Changes in Net Assets Available for
Plan Benefits for the period ended December 30, 2000 3
Notes to Financial Statements 4-8
SCHEDULE
Schedule H, line 4i - Schedule of Assets (Held at End of Year) -
December 30, 2000 9
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 30, 2000 and December 31, 1999 and the related statement of
changes in net assets available for plan benefits for the period ended December
30, 2000. These 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 auditing standards generally accepted
in the United States of America. 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
30, 2000 and December 31, 1999, and the changes in net assets available for plan
benefits for the period ended December 30, 2000, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule H, line 4i - Schedule of
Assets (Held 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 8, 2001
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 30, 2000 and December 31, 1999
2000 1999
------------ ------------
Assets:
Investments, at fair value:
Principal Mutual Life Insurance Company Guaranteed Interest
Accounts with maturity dates as follows:
1999 $ - 351,400
2000 412,791 409,010
------------ ------------
412,791 760,410
Pooled mutual funds:
Morley Stable Value Fund 10,603,943 8,619,145
Federated Max-Cap Fund Institutional Class 10,625,310 10,629,991
Fidelity Advisor Growth Opportunities Fund 6,520,365 6,731,742
Franklin Custodian Funds - Income Series 2,649,045 2,019,703
Templeton Foreign Fund 1,933,698 1,604,289
Chase Money Market Fund 133,216 61,601
------------ ------------
32,465,577 29,666,471
Benchmark Electronics, Inc. Common Stock Fund 5,567,590 5,319,962
Participants' notes receivable 809,385 716,464
------------ ------------
Total investments 39,255,343 36,463,307
------------ ------------
Receivables:
Employer contributions 181,424 104,314
Participant contributions 215,693 135,029
------------ ------------
Total receivables 397,117 239,343
------------ ------------
Total assets 39,652,460 36,702,650
Liabilities - excess contributions due to participants 21,390 -
------------ ------------
Net assets available for plan benefits $ 39,631,070 36,702,650
============ ============
See accompanying notes to financial statements.
2
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Period ended December 30, 2000
Additions to net assets attributed to:
Investment income:
Interest $ 67,645
Dividends 391,771
Net realized gain on sale of investments 3,079,700
Net depreciation in fair value of investments (4,823,517)
------------
(1,284,401)
------------
Contributions:
Employer 1,407,239
Participant 4,455,204
Rollovers 995,387
------------
6,857,830
------------
Total additions 5,573,429
Benefits paid to participants 2,645,009
------------
Net increase 2,928,420
Net assets available for plan benefits:
Beginning of period 36,702,650
------------
End of period $ 39,631,070
============
See accompanying notes to financial statements.
3
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999
(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.
- 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.
- CHASE MONEY MARKET FUND - Funds are invested in money
market instruments.
- 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.
- 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.
- 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.
- FRANKLIN CUSTODIAN FUNDS - INCOME SERIES - Funds are
invested in a diversified portfolio of securities
selected with particular consideration of income
production.
4 (Continued)
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999
- TEMPLETON FOREIGN FUND - Funds are invested in stocks
and debt obligations of companies and governments
outside the United States.
- 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.
(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) vested balance, with a minimum of $1,000 and
a maximum of $50,000. 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, participants shall become fully vested in
their participant account.
(h) FORFEITURES
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. At December 30, 2000
and December 31, 1999, forfeited nonvested accounts totaled
$171,758 and $123,370, respectively. These accounts will be used
as discretionary employer matching contributions.
5 (Continued)
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999
(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) NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"). SFAS No. 133 requires that an entity
recognize all derivatives and measure those instruments at fair
value.
SFAS No. 133 is effective for fiscal years beginning after June
15, 2000. Pursuant to SFAS No. 137, the Plan is required to adopt
SFAS No. 133 effective January 1, 2001. Management has determined
that the impact of SFAS No. 133 on the Plan financial statements
would be immaterial.
(c) 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.
(d) USE OF ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America 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.
(e) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) PLAN AMENDMENT
Effective December 30, 2000, the Plan Year was changed from a calendar
year to a fiscal year ending December 30.
6 (Continued)
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999
(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,
2000 and 1999 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) RECONCILIATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
REPORTED IN FORM 5500
Reconciliation of the changes in net assets available for plan benefits
reported in the accompanying statement to the net changes in net assets
available for plan benefits reported per the Form 5500 for the period
ended December 30, 2000 is as follows:
Net changes in net assets available for plan benefits
reported per the Form 5500 $ 2,792,036
Adjustment in contributions from employer 77,110
Adjustment in contributions from participants 59,274
------------
Net changes in net assets available for Plan benefits
reported in the accompanying statement $ 2,928,420
============
(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 financial statements.
The following table presents investments that represent 5 percent or
more of the Plan's net assets as of December 30, 2000:
Federated Max-Cap Fund Institutional Class $ 10,625,310
Morley Stable Value Fund 10,603,943
Fidelity Advisor Growth Opportunities Fund 6,520,365
Benchmark Electronics, Inc. Common Stock Fund 5,567,590
Franklin Custodian Funds - Income Series 2,649,045
7 (Continued)
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 30, 2000 and December 31, 1999
During 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated
in value by $1,743,817 as follows:
Mutual funds $ (1,960,050)
Common stock 216,233
-------------
Net depreciation $ (1,743,817)
=============
(8) SUBSEQUENT EVENTS
On December 31, 2000, the Plan was amended to include employees of the
Company and employees of the Company's affiliates, Benchmark Electronics
Corp. and Benchmark Electronics Huntsville, Inc. In addition, employer
contributions were increased from a maximum of 3% to 3.75% of a
participant's compensation, and, as of December 31, 2000, the Plan
provides for a 50% vesting in employer contributions after two years of
employment and a 100% vesting after three years. Also, effective January
1, 2001, the Trustee of the Plan changed from The Chase Manhattan Bank to
Boston Safe Deposit and Trust Company.
8
SCHEDULE
BENCHMARK ELECTRONICS, INC.
401(k) EMPLOYEE SAVINGS PLAN
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 30, 2000
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT VALUE
------------------------------------------ -------------------------------------------- --------------
Principal Mutual Life Insurance Co. Principal Mutural Life Insurance Company
Guaranteed Interest Account, due 2000 $ 412,791
* The Chase Manhattan Bank Morley Stable Value Fund 10,603,943
* The Chase Manhattan Bank Federated Max-Cap Fund Institutional Class 10,625,310
* The Chase Manhattan Bank Fidelity Advisor Growth Opportunities Fund 6,520,365
* The Chase Manhattan Bank Franklin Custodian Funds - Income Series 2,649,045
* The Chase Manhattan Bank Templeton Foreign Fund 1,933,698
* The Chase Manhattan Bank Chase Money Market Fund 133,216
* Benchmark Electronics, Inc. Benchmark Electronics, Inc. Common Stock Fund 5,567,590
* Participants Participants' notes receivable (rates range from
6.63% to 10.50% at December 30, 2000,
maturing in years 2001 through 2014) 809,385
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$ 39,255,343
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See accompanying independent auditors' report.
* Represents party-in-interest transactions.
9