UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDED CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2002
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1-10560 74-2211011
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3000 TECHNOLOGY DRIVE, ANGLETON, TEXAS 77515
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (979) 849-6550
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
On August 13, 2002, Benchmark Electronics, Inc. (the "Company" or
"Benchmark") filed a current report on Form 8-K to report the acquisition of ACT
Thailand Manufacturing (Thailand) Public Company Limited ("ACT Thailand") and
ACT Manufacturing Holdings UK Limited ("ACT UK").
Pursuant to Item 7(a)(4) of Form 8-K, the Company indicated that it would
file certain financial information under Item 7 of Form 8-K no later than
October 11, 2002. This amendment is filed to provide the required financial
information and to amend the language of Section (a) of Item 7.
(a) Financial statements of business acquired.
The required financial information of ACT Thailand has been included hereto
in Exhibits 99.1 and 99.2 to the Amended Current Report on Form 8-K/A.
(b) Pro forma financial information.
The required pro forma financial information included in this Amended
Current Report on Form 8-K/A, which gives effect to the acquisition of ACT
Thailand, is as follows:
PRO FORMA FINANCIAL INFORMATION
PAGE
----
Unaudited Pro Forma Combined Condensed
Financial Information 3
Unaudited Pro Forma Combined Condensed Balance
Sheet as of June 30, 2002 4
Unaudited Pro Forma Combined Condensed
Statement of Operations for the Year Ended
December 31, 2001 5
Unaudited Pro Forma Combined Condensed
Statement of Operations for the Six Months
Ended June 30, 2002 6
Notes to Unaudited Pro Forma Combined Condensed
Financial Statements 7
(c) Exhibits.
The following exhibits are filed with this Amended Current Report on Form
8-K/A:
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
---------- --------------------------------------------------------------
23.1 Consent of Experts.
99.1 ACT Manufacturing (Thailand) Public Company Limited audited
consolidated financial statements as of and for the year ended
November 24, 2001.
99.2 ACT Manufacturing (Thailand) Public Company Limited unaudited
condensed consolidated financial statements as of and for the
six months ended May 24, 2002.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS:
This filing contains certain forward-looking statements within the scope of
the Securities Act of 1933 and the Securities Exchange Act of 1934. The words
"expect," "estimate," "anticipate," "predict," and similar expressions, and
the negatives of such expressions, are intended to identify forward-looking
statements. Although Benchmark believes that these statements are based upon
reasonable assumptions, such statements involve risks, uncertainties and
assumptions, including but not limited to industry and economic conditions,
customer actions and the other factors discussed in Benchmark's Form 10-K for
the year ended December 31, 2001 and its other filings with the Securities and
Exchange Commission. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual outcomes
may vary materially from those indicated.
2
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL INFORMATION
The following unaudited pro forma combined condensed financial statements are
not necessarily indicative of the combined results of operations for future
periods or the results of operations that would have been realized had the
Company and ACT Thailand been combined during the periods specified. The
unaudited pro forma combined condensed financial statements and the related
notes should be read in conjunction with the historical financial statements of
Benchmark and ACT Thailand.
On July 29, 2002, Benchmark Electronics, Inc. ("Benchmark") completed its
previously announced acquisition (the "Acquisition") of all of the issued and
outstanding capital stock of ACT Manufacturing Holdings UK Limited and
68,374,718 shares, constituting at least 99.77% of the issued and outstanding
capital stock of ACT Manufacturing (Thailand) Public Company Limited. As
consideration for the Acquisition, the Company paid $45.2 million in cash and
estimates that direct acquisition costs will be $1.5 million. Benchmark is
accounting for the acquisition utilizing the accounting principles promulgated
by SFAS 141 and 142. Therefore, the effects of the acquisition will be reflected
on Benchmark's financial statements from and after the acquisition date.
Because ACT UK is not individually significant to Benchmark, their
financial statements have not been included herein.
The unaudited pro forma combined condensed balance sheet gives effect to the
Acquisition as if it had occurred on June 30, 2002, and combines Benchmark's
unaudited historical consolidated balance sheet as of June 30, 2002 with ACT
Thailand's unaudited historical U.S. GAAP consolidated balance sheet as June 28,
2002.
The unaudited pro forma combined condensed statement of operations for the
year ended December 31, 2001, gives the effect to the Acquisition as if it had
occurred on January 1, 2001, and combines Benchmark's historical consolidated
statement of operations for the year ended December 31, 2001, with ACT
Thailand's historical U.S. GAAP consolidated statement of operations for the
year ended November 24, 2001.
The unaudited pro forma combined condensed statement of operations for the
six months ended June 30, 2002, gives the effect to the Acquisition as if it had
occurred on January 1, 2001, and combines Benchmark's unaudited historical
consolidated statement of operations for the six months ended June 30, 2002,
with ACT Thailand's historical U.S. GAAP consolidated statement of operations
for the six months ended May 24, 2002.
3
BENCHMARK ELECTRONICS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(IN THOUSANDS)
ACT
BENCHMARK THAILAND
HISTORICAL HISTORICAL
AS OF AS OF
JUNE 30, JUNE 28, PRO FORMA
2002 2002 ADJUSTMENTS COMBINED
------------- ------------- ----------------- -------------
ASSETS
Cash and cash equivalents $ 225,976 $ 14,620 $ (38,200)(a) $ 202,396
Accounts receivable, net 191,585 22,213 -- 213,798
Inventories, net 195,682 29,696 636 (b) 226,014
Prepaid expense and other current assets 29,849 2,690 -- 32,539
------------- ------------- ----------------- -------------
Total current assets 643,092 69,219 (37,564) 674,747
Net property, plant and equipment 80,733 17,674 -- 98,407
Goodwill, net 119,506 86,001 (77,356)(c) 128,151
Other assets, net 15,031 28 -- 15,059
------------- ------------- ----------------- -------------
Total assets $ 858,362 $ 172,922 $ (114,920) $ 916,364
============= ============= ================= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current installments of long-term debt $ 23,415 $ 4,994 $ -- $ 28,409
Notes payable -- 15,677 -- 15,677
Accounts payable 188,988 17,806 -- 206,794
Accrued expenses and other 37,836 4,449 1,268 (d) 43,553
------------- ------------- ----------------- -------------
Total current liabilities 250,239 42,926 1,268 294,433
Long-term debt 112,714 13,808 -- 126,522
Other long-term liabilities 18,702 -- -- 18,702
Shareholders' Equity:
Common stock 2,419 15,679 (15,679)(e) 2,419
Additional paid-in capital 432,412 85,783 (85,783)(e) 432,412
Retained earnings 57,969 14,776 (14,776)(e) 57,969
Accumulated other comprehensive loss (15,973) (50) 50 (e) (15,973)
Treasury shares (120) -- -- (120)
------------- ------------- ----------------- -------------
Total shareholders' equity 476,707 116,188 (116,188) 476,707
------------- ------------- ----------------- -------------
Total liabilities and shareholders'
equity $ 858,362 $ 172,922 $ (114,920) $ 916,364
============= ============= ================= =============
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BENCHMARK ELECTRONICS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENT OF OPERATIONS
(IN THOUSANDS)
ACT
BENCHMARK THAILAND
HISTORICAL HISTORICAL
YEAR ENDED YEAR ENDED
DECEMBER 31, NOVEMBER 24, PRO FORMA
2001 2001 ADJUSTMENTS COMBINED
--------------- --------------- -------------- --------------
Sales $ 1,276,950 $ 207,380 -- $ 1,484,330
Cost of goods sold 1,183,440 183,588 -- 1,367,028
--------------- --------------- -------------- --------------
Gross profit 93,510 23,792 -- 117,302
Selling, general and administrative 54,383 6,731 -- 61,114
Restructuring charges 7,569 -- -- 7,569
Asset write-offs 61,720 -- -- 61,720
Amortization of goodwill 12,219 9,904 (9,904)(f) 12,219
--------------- --------------- -------------- --------------
Income (loss) from operations (42,381) 7,157 9,904 (25,320)
Interest expense (16,998) (2,669) -- (19,667)
Other income 1,086 3,505 -- 4,591
--------------- --------------- -------------- --------------
Income (loss) before income taxes (58,293) 7,993 9,904 (40,396)
Income tax benefit (expense) 3,981 (449) -- 3,532
--------------- --------------- -------------- --------------
Net income (loss) $ (54,312) $ 7,544 $ 9,904 $ (36,864)
=============== =============== ============== ==============
Net loss per share:
Basic $ (2.77) $ (1.88)
Diluted $ (2.77) $ (1.88)
=============== ==============
Shares used to compute net loss per share:
Basic 19,625 19,625
Diluted 19,625 19,625
=============== ==============
5
BENCHMARK ELECTRONICS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENT OF OPERATIONS
(IN THOUSANDS)
ACT
BENCHMARK THAILAND
HISTORICAL HISTORICAL
SIX MONTHS SIX MONTHS
ENDED ENDED PRO FORMA
JUNE 30, 2002 MAY 24, 2002 ADJUSTMENTS COMBINED
--------------- --------------- -------------- --------------
Sales $ 733,563 $ 90,347 -- $ 823,910
Cost of goods sold 677,886 83,531 -- 761,417
--------------- --------------- -------------- --------------
Gross profit 55,677 6,816 -- 62,493
Selling, general and administrative 30,298 2,960 -- 33,258
Asset write-offs 1,608 -- -- 1,608
--------------- --------------- -------------- --------------
Income from operations 23,771 3,856 -- 27,627
Interest expense (5,691) (852) -- (6,543)
Other income 3,179 194 -- 3,373
--------------- --------------- -------------- --------------
Income before income taxes 21,259 3,198 -- 24,457
Income tax benefit (expense) (7,653) 8 (670)(g) (8,315)
--------------- --------------- -------------- --------------
Net income $ 13,606 $ 3,206 $ (670) $ 16,142
=============== =============== ============== ==============
Net income per share:
Basic $ 0.63 $ 0.74
Diluted $ 0.60 $ 0.71
=============== ==============
Shares used to compute net income per share:
Basic 21,719 21,719
Diluted 22,585 22,585
=============== ==============
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BENCHMARK ELECTRONICS, INC.
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS
The pro forma information related to the Acquisition has been prepared in
accordance with Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations," and SFAS 142, "Goodwill and Other Intangible Assets,"
which were adopted by Benchmark effective January 1, 2002.
The Acquisition will be accounted for as a purchase. Accordingly, the cash
paid for the acquisition and the direct acquisition costs incurred are recorded
as the purchase price. The purchase price will be allocated to individual assets
acquired and liabilities assumed based on their respective fair values. The
excess purchase price over the fair value of the net assets are allocated to
goodwill.
The following table summarizes the estimated fair value of the assets
acquired and liabilities assumed at the date of acquisition. The Company is in
the process of obtaining third-party valuations of certain assets; thus, the
allocation of the purchase price is subject to refinement.
Calculation of purchase price:
Cash $ 38,200
Acquisition costs 1,268
---------
Total purchase price $ 39,468
=========
Preliminary allocation of purchase price:
Current assets $ 69,855
Property, plant and equipment 17,674
Other assets 28
Goodwill 8,645
---------
Total assets acquired $ 96,202
---------
Current liabilities 42,926
Long-term debt 13,808
---------
Total liabilities assumed 56,734
---------
Net assets acquired $ 39,468
=========
The following adjustments have been reflected in the Pro Forma Adjustments
column of the audited pro forma combined condensed balance sheet and statement
of operations:
(a) Represents the cash consideration paid for ACT Thailand.
(b) Represents adjustment to record inventory at "fair value."
(c) Represents the allocation of the excess of total consideration over
the net assets acquired to goodwill.
(d) Represents the accrual of direct acquisition costs.
(e) Represents the elimination of ACT Thailand's historical equity.
(f) Represents the elimination of ACT Thailand's historical goodwill
amortization expense.
(g) Benchmark's estimated tax rate is 34%, after giving effect to the
Acquisition.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
Benchmark Electronics, Inc.
Dated: October 11, 2002 By: /s/ Donald E. Nigbor
----------------------
Donald E. Nigbor
Chief Executive Officer
8