[10-Q] BENCHMARK ELECTRONICS INC Quarterly Earnings Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from _________________ to________________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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(I.R.S. Employer |
of incorporation or organization) |
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Identification No.) |
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(Zip Code) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
As of April 27, 2026, there were
TABLE OF CONTENTS
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Page |
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PART I—FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
1 |
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Condensed Consolidated Balance Sheets |
1 |
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Condensed Consolidated Statements of Income |
2 |
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Condensed Consolidated Statements of Comprehensive Income |
3 |
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Condensed Consolidated Statements of Shareholders’ Equity |
4 |
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Condensed Consolidated Statements of Cash Flows |
5 |
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Notes to the Condensed Consolidated Financial Statements |
6 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
30 |
Item 4. |
Controls and Procedures |
30 |
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PART II—OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
32 |
Item 1A. |
Risk Factors |
32 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
32 |
Item 5. |
Other Information |
32 |
Item 6. |
Exhibits |
33 |
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SIGNATURES |
34 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited)
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March 31, |
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December 31, |
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(in thousands, except par value) |
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2026 |
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2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowance for doubtful accounts of |
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Contract assets |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Deferred income taxes |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Current installments of long-term debt |
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$ |
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$ |
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Accounts payable |
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Advance payments from customers |
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Income taxes payable |
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Accrued liabilities |
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Total current liabilities |
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Long-term debt, net of current installments |
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Operating lease liabilities |
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Other long-term liabilities |
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Deferred income taxes |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
1
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(unaudited)
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Three Months Ended |
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(in thousands, except per share data) |
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2026 |
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2025 |
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Sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Amortization of intangible assets |
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Restructuring charges and other costs |
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Income from operations |
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Interest expense |
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( |
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( |
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Interest income |
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Other expense, net |
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( |
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( |
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Income before income taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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Earnings per share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average number of shares outstanding: |
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Basic |
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Diluted |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
2
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
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Three Months Ended |
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(in thousands) |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss): |
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Foreign currency translation adjustments |
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( |
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Unrealized gain on derivatives, net of tax |
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Other |
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Total other comprehensive (loss) income |
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( |
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Comprehensive income |
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$ |
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$ |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
3
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity
(unaudited)
(in thousands) |
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Shares |
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Common |
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Additional |
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Retained |
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Accumulated |
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Total |
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Balances, December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Dividends declared |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Shares repurchased and retired |
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( |
) |
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( |
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( |
) |
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( |
) |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Vesting of restricted stock units |
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( |
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— |
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— |
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— |
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Shares withheld for taxes |
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( |
) |
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( |
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( |
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— |
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— |
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( |
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Balances, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Balances, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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Dividends declared |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Shares repurchased and retired |
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( |
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( |
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( |
) |
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( |
) |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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Vesting of restricted stock units |
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( |
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— |
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— |
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— |
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Shares withheld for taxes |
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( |
) |
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( |
) |
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( |
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— |
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— |
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( |
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Balances, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
4
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
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Three Months Ended March 31, |
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(in thousands) |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation |
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Amortization |
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Stock-based compensation expense |
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Deferred income taxes |
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( |
) |
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( |
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Gain on assets held for sale |
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( |
) |
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(Gain) loss on the sale of property, plant and equipment |
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( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Contract assets |
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( |
) |
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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other assets |
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( |
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Accounts payable |
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Advance payments from customers |
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( |
) |
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( |
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Accrued liabilities |
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( |
) |
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( |
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Operating leases |
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( |
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Income taxes |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Additions to property, plant and equipment |
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( |
) |
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( |
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Additions to capitalized purchased software |
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( |
) |
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( |
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Proceeds from the sale of assets held for sale |
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Proceeds from the disposal of property, plant and equipment |
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Other, net |
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( |
) |
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Net cash used in investing activities |
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( |
) |
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( |
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Cash flows from financing activities: |
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Borrowings under credit agreement |
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Principal payments on credit agreement |
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( |
) |
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( |
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Dividends paid |
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( |
) |
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( |
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Employee taxes paid with shares withheld |
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( |
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( |
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Proceeds from stock options exercised |
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Principal payments on finance leases |
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( |
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Share repurchases |
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( |
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( |
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Net cash used in financing activities |
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( |
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( |
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Effect of exchange rate changes on cash, cash equivalents and restricted cash |
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( |
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Net increase in cash, cash equivalents and restricted cash |
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Cash, cash equivalents and restricted cash at the beginning of the year |
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Cash, cash equivalents and restricted cash at the end of the period |
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$ |
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$ |
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Supplemental cash flow information: |
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Income taxes paid, net |
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$ |
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$ |
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Interest paid |
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$ |
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$ |
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Non-cash investing activities: |
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Unpaid purchases of property, plant and equipment at the end of the period |
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Unpaid purchases of capitalized purchased software costs at the end of the period |
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See the accompanying notes to the unaudited condensed consolidated financial statements.
5
BENCHMARK ELECTRONICS, INC. AND SUBSIDIARIES
Notes to the 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 advanced manufacturing services, which include design and engineering services and technology solutions. From initial product concept to volume production, including direct order fulfillment and aftermarket services, the Company has been providing integrated services and solutions to original equipment manufacturers (OEMs) since 1979. The Company serves the following market sectors: industrial, aerospace and defense (A&D), medical, semiconductor capital equipment (Semi-Cap), and advanced computing and communications (AC&C). 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) relating to interim financial statements. The condensed consolidated 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. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 (the 2025 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 unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States (U.S. GAAP) for interim financial statements. However, actual results could differ materially from these estimates.
Note 2 – New Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-10, Accounting for Government Grants (ASU 2025-10), which adds guidance to Accounting Standards Codification (ASC) Topic 832. It requires business entities to recognize government grants when it is probable that conditions will be met and the grant will be received. It applies to for-profit entities, requiring recognition of income-related grants systematically over related costs and asset-related grants via deferred income or net reduction methods. The guidance is effective for fiscal years beginning after December 15, 2028, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the guidance and its impact to the financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which removes references to project stages, and requires capitalization of software costs to begin when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the intended function. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the guidance and its impact to the financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (ASU 2024-03), which requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the guidance and its impact to the financial statements.
6
Note 3 – Inventories
Inventory costs are summarized as follows:
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March 31, |
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December 31, |
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(in thousands) |
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2026 |
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2025 |
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Raw materials |
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$ |
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$ |
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Work in process |
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Finished goods |
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Total inventories |
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$ |
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$ |
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Note 4 – Goodwill and Other Intangible Assets
Goodwill allocated to the Company’s reportable operating segments follows:
(in thousands) |
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Americas |
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Asia |
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Total |
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Goodwill as of March 31, 2026 and December 31, 2025 |
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$ |
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$ |
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$ |
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A summary of the Company’s acquired identifiable intangible assets and capitalized purchased software costs follows:
(in thousands) |
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Gross |
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Accumulated |
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Net |
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Customer relationships |
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$ |
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$ |
( |
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$ |
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Capitalized purchased software costs |
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( |
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Technology licenses |
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( |
) |
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Trade names and trademarks |
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Other |
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( |
) |
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Total intangible assets as of March 31, 2026 |
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$ |
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$ |
( |
) |
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$ |
|
||
(in thousands) |
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Capitalized purchased software costs |
|
|
|
|
|
( |
) |
|
|
|
||
Technology licenses |
|
|
|
|
|
( |
) |
|
|
|
||
Trade names and trademarks |
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
( |
) |
|
|
|
||
Total intangible assets as of December 31, 2025 |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
A summary of the components of amortization expense, as presented in the consolidated statements of cash flows, follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Amortization of intangible assets |
|
$ |
|
|
$ |
|
||
Amortization of capitalized purchased software costs |
|
|
|
|
|
|
||
Amortization of debt costs |
|
|
|
|
|
|
||
Total amortization expense |
|
$ |
|
|
$ |
|
||
7
A summary of the future amortization expense related to the Company’s intangible assets held as of March 31, 2026 for each of the next five years follows (in thousands):
Year ending December 31, |
|
Amortization |
|
|
Remaining 9 months of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Note 5 – Borrowing Facilities
Long-term debt consists of the following:
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Revolving credit facility |
|
$ |
|
|
$ |
|
||
Term loan |
|
|
|
|
|
|
||
Less: unamortized debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, including current installments |
|
$ |
|
|
$ |
|
||
The Credit Agreement amended and restated in its entirety the Company’s previous $
The Credit Agreement includes an accordion feature pursuant to which the Company is permitted to add one or more incremental term loans and/or increase commitments under the Revolving Credit Facility in an aggregate amount not exceeding $
The Revolving Credit Facility is available for general corporate purposes. Principal under the Term Loan Facility amortizes in equal
Interest on outstanding borrowings under the Credit Agreement (other than swingline loans) will accrue, at the Company’s option, at (a) Term Secured Overnight Financing Rate (Term SOFR) plus the Applicable Rate (as defined in the Credit Agreement, approximately
As of March 31, 2026, a portion of the $
The Credit Agreement is generally secured by a pledge of (a) all the capital stock of the Company’s domestic subsidiaries and
8
Company and the Guarantors (including, but not limited to, accounts receivable, inventory, intellectual property and fixed assets of the Company and the Guarantors), in each case, subject to customary exceptions and limitations, and (c) all proceeds and products of the property and assets described in clauses (a) and (b) above.
As of March 31, 2026, the Company had $
Note 6 – Leases
The Company determines if a contract is or contains a lease at inception. The Company leases certain facilities, vehicles and other equipment. The Company’s leases primarily consist of operating leases which expire at various dates through 2036. Variable lease payments are generally expensed as incurred and primarily include certain index-based changes in rent and certain non-lease components, such as maintenance and other services provided by the lessor.
The components of lease expense were as follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Finance lease costs: |
|
|
|
|
|
|
||
Interest on lease liabilities |
|
|
|
|
|
|
||
Operating lease costs |
|
|
|
|
|
|
||
Short-term lease costs |
|
|
|
|
|
|
||
Variable lease costs |
|
|
|
|
|
|
||
Total lease costs |
|
$ |
|
|
$ |
|
||
A summary of cash flow information related to leases follows:
|
Three Months Ended |
|
|||||
(in thousands) |
2026 |
|
|
2025 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
||
Operating cash flows used for operating leases |
$ |
|
|
$ |
|
||
Operating cash flows used for finance leases |
|
|
|
|
|
||
Financing cash flows used for finance leases |
|
|
|
|
|
||
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
|
|
|
|
||
A summary of other information about the Company’s leases follows:
|
|
March 31, |
|
|
December 31, |
|
||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
||
Operating lease right-of-use assets |
|
$ |
|
|
$ |
|
||
Operating lease liabilities, current (included in accrued liabilities) |
|
$ |
|
|
$ |
|
||
Operating lease liabilities, noncurrent |
|
$ |
|
|
$ |
|
||
Weighted average remaining lease term – operating leases |
|
|
|
|
||||
Weighted average discount rate – operating leases |
|
|
% |
|
|
% |
||
9
A summary of the Company's future annual minimum lease payments as of March 31, 2026 follows (in thousands):
Year ending December 31, |
|
Operating |
|
|
Remaining 9 months of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 and thereafter |
|
|
|
|
Total minimum lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Total present value of lease liabilities |
|
$ |
|
|
Note 7 – Common Stock and Stock-Based Awards
Dividends
For both the three months ended March 31, 2026 and 2025, cash dividends paid totaled $
On March 16, 2026, the Company declared a quarterly cash dividend of $
The Board of Directors currently intends to continue to pay quarterly dividends. However, the Company’s future dividend policy is subject to the Company’s compliance with applicable laws, and depends on, among other things, the Company’s results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in the Company’s debt agreements, and other factors that the Board of Directors may deem relevant. Dividend payments are not mandatory or guaranteed and no assurance is made that the Company will continue to pay a dividend in the future.
Share Repurchase Authorization
On February 19, 2020, the Board of Directors approved an expanded share repurchase authorization granting the Company authority to repurchase up to $
Share purchases may be made in the open market, in privately negotiated transactions or block transactions, at the discretion of the Company’s management and as market conditions warrant. Purchases will be funded from available cash and may be commenced, suspended or discontinued at any time without prior notice. Shares repurchased under the program are retired.
The Company repurchased
Stock-Based Compensation
Under the 2019 Omnibus Incentive Compensation Plan (as amended, the 2019 Plan), the Company, upon approval of the Compensation Committee of the Board of Directors, may grant stock options, restricted shares, restricted stock units (both time-based and performance-based) and certain 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 (which have not been awarded since 2015) are granted to employees with an exercise price equal to the market price of the Company’s common stock on the date of grant, generally vest over a
10
All share-based payments to employees of the Company, including grants of employee stock options (last awarded in 2015), are recognized in the consolidated financial statements based on their grant date fair values. The total compensation costs recognized for stock-based awards were $
As of March 31, 2026, the unrecognized compensation costs and remaining weighted-average amortization periods related to stock-based awards were as follows:
(in thousands) |
|
Time- |
|
|
Performance- |
|
||
Unrecognized compensation cost |
|
$ |
|
|
$ |
|
||
Remaining weighted-average amortization period |
|
|
|
|
||||
(1)
For the three months ended March 31, 2026,
For performance-based restricted stock units granted during the three months ended March 31, 2026 and 2025, the number of performance-based restricted stock units that will ultimately be earned will not be determined until the end of the respective performance periods, and may vary from as low as zero to as high as 2 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 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: for the performance-based restricted stock units granted during the three months ended March 31, 2026, revenue and earnings per share, and for the performance-based restricted stock units granted during the three months ended March 31, 2025, revenue, operating income margin, and operating cash flow. 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 re-issuance under the 2019 Plan.
The following table summarizes the activities related to the Company’s time-based restricted stock units:
(in thousands, except per share data) |
|
Number of |
|
|
Weighted- |
|
||
Non-vested awards outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Non-vested awards outstanding as of March 31, 2026 |
|
|
|
|
$ |
|
||
11
The following table summarizes the activities related to the Company’s performance-based restricted stock units:
(in thousands, except per share data) |
|
Number of |
|
|
Weighted- |
|
||
Non-vested awards outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
||
Granted(1) |
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Non-vested awards outstanding as of March 31, 2026 |
|
|
|
|
|
|
||
(1)
Note 8 – Earnings Per Share
Basic earnings per share is computed using the weighted-average number of common shares outstanding. Diluted earnings per share is computed using the weighted-average number of common 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 and the amount of compensation cost, if any, for future service that the Company has not yet recognized are assumed to be used to repurchase shares in the current period.
The following table sets forth the calculation of the Company’s basic and diluted earnings per share:
|
|
Three Months Ended |
|
|||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
||
Net income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Denominator for basic earnings per share |
|
|
|
|
|
|
||
Incremental common shares attributable to outstanding restricted stock units |
|
|
|
|
|
|
||
Denominator for diluted earnings per share |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Earnings per share: |
|
|
|
|
|
|
||
Basic |
|
$ |
|
|
$ |
|
||
Diluted |
|
$ |
|
|
$ |
|
||
Restricted stock units totaling less than
Note 9 – Income Taxes
Income tax expense consists of the following:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Income before income taxes |
|
$ |
|
|
$ |
|
||
Income tax expense |
|
$ |
|
|
$ |
|
||
Effective tax rate |
|
|
% |
|
|
% |
||
The Company’s effective income tax rate was
12
The Company has been granted certain tax incentives, including tax holidays, for its subsidiaries in Thailand and China. These incentives expire at various dates, unless extended or otherwise renegotiated, and are subject to certain conditions with which the Company expects to comply. Tax incentives in Thailand expire at various dates through
A summary of the Company’s tax incentives follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Thailand |
|
$ |
|
|
$ |
|
||
China |
|
|
|
|
|
|
||
Total tax incentives |
|
$ |
|
|
$ |
|
||
Determining the consolidated income tax expense, income tax liabilities and deferred tax assets and liabilities involves judgment. The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates, which requires estimating current tax exposures and making judgments regarding the recoverability of deferred tax assets in each jurisdiction. Actual results may differ from these estimates, which could have a significant impact on operating results in future periods.
Note 10 – Revenue
The Company’s revenues are generated primarily from its manufacturing services, which entails the sale of manufactured products built to customer specifications. The Company also generates revenue from design, development and engineering services, in addition to the sale of other inventory.
Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a manufactured product to a customer. The Company’s contracts with customers are generally short-term in nature. Customers are generally billed when the product is shipped or as services are performed. Under the majority of the Company’s manufacturing contracts with customers, the customer controls all of the work-in-progress as products are being built. Revenues under these contracts are recognized progressively based on the cost-to-cost method. For other manufacturing contracts, the customer does not take control of the product until it is completed. Under these contracts, the Company recognizes revenue upon transfer of control of the product to the customer, which is generally when goods are shipped. Revenue from design, development and engineering services is recognized over time as the services are performed. The Company assumes no significant obligations after shipment as it typically warrants workmanship only. Therefore, warranty provisions are generally not significant.
If the Company records revenue, but does not issue an invoice, a contract asset is recognized. The contract asset is transferred to trade accounts receivable when the entitlement to payment becomes unconditional.
Taxes assessed by governmental authorities that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer, are excluded from revenue.
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of sales.
13
Disaggregation of Revenue
The following tables provide a summary of the Company’s revenue disaggregated by market sector and a reconciliation of the disaggregated revenue to the Company’s revenue by reportable operating segment:
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||
(in thousands) |
|
Americas |
|
|
Asia |
|
|
Europe |
|
|
Total |
|
||||
Market sector: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Semi-Cap |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
A&D |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medical |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AC&C |
|
|
|
|
|
|
|
|
|
|
|
|
||||
External revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||
(in thousands) |
|
Americas |
|
|
Asia |
|
|
Europe |
|
|
Total |
|
||||
Market sector: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Semi-Cap |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Industrial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
A&D |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Medical |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AC&C |
|
|
|
|
|
|
|
|
|
|
|
|
||||
External revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, contract assets and advance payments from customers. During the three months ended March 31, 2026 and 2025,
Contract assets primarily relate to the Company’s right to consideration for work completed but not billed to the customer as of period end. Contract asset balances are transferred to trade accounts receivable when the rights become unconditional.
A summary of activity related to the Company’s contract assets follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Balance as of the beginning of the year |
|
$ |
|
|
$ |
|
||
Revenue recognized |
|
|
|
|
|
|
||
Amounts collected or invoiced |
|
|
( |
) |
|
|
( |
) |
Balance as of the end of the period |
|
$ |
|
|
$ |
|
||
As of March 31, 2026 and December 31, 2025, the Company had $
14
Note 11 – Segment and Geographic Information
The Company’s Chief Executive Officer is our Chief Operating Decision Maker (CODM) who evaluates how resources are allocated, assesses performance and makes strategic and operational decisions. The Company currently has manufacturing facilities in the Americas, 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. We provide manufacturing services, design and engineering services, and technology solutions in the Americas, Asia and Europe. Intersegment sales are generally recorded at prices that approximate arm’s length transactions.
Information about the Company’s operating segments follows:
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||
(in thousands) |
|
Americas |
|
|
Asia |
|
|
Europe |
|
|
Total |
|
||||
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Sales |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment income from operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other - corporate and eliminations(2) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
15
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||
(in thousands) |
|
Americas |
|
|
Asia |
|
|
Europe |
|
|
Total |
|
||||
March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Elimination of intersegment sales |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Sales |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment income from operations |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other - corporate and eliminations(2) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense, net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
(1)
(2)
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Depreciation and amortization: |
|
|
|
|
|
|
||
Americas |
|
$ |
|
|
$ |
|
||
Asia |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total depreciation and amortization |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Capital expenditures: |
|
|
|
|
|
|
||
Americas |
|
$ |
|
|
$ |
|
||
Asia |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total capital expenditures |
|
$ |
|
|
$ |
|
||
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Assets: |
|
|
|
|
|
|
||
Americas |
|
$ |
|
|
$ |
|
||
Asia |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
16
Geographic sales information about the Company’s sales is determined based on the destination of the product shipped. Long-lived assets information is determined based on the physical location of the Company’s assets and includes property, plant and equipment, net, operating lease right-of-use assets and other long-term assets, net.
A summary of the Company’s geographic sales and long-lived assets follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Geographic sales: |
|
|
|
|
|
|
||
United States |
|
$ |
|
|
$ |
|
||
Singapore |
|
|
|
|
|
|
||
Other Asia |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total sales |
|
$ |
|
|
$ |
|
||
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Long-lived assets: |
|
|
|
|
|
|
||
United States |
|
$ |
|
|
$ |
|
||
Asia |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
||
Note 12 – Accounts Receivable Sale Programs
As of March 31, 2026, in connection with trade accounts receivable sale programs with unaffiliated financial institutions, the Company may elect to sell, at a discount, on an ongoing basis, up to a maximum of $
During the three months ended March 31, 2026 and 2025, the Company sold $
The Company recognizes the loss on sale resulting from the discount in other expense, net in its consolidated statements of income.
Note 13 – Financial Instruments
The Company’s financial instruments include cash equivalents, accounts receivable, other receivables, accounts payable, accrued liabilities, long-term debt, interest rate swaps and foreign currency hedges. For cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities, the Company believes that the carrying values of its financial instruments approximate the fair values because of their short-term nature. For borrowings under the Credit Agreement in long-term debt, the Company believes that the fair value approximates the carrying value because the interest rates are variable. The Company uses derivative instruments to manage the variability of foreign currency obligations and interest rates. The Company does not enter into derivatives for speculative purposes.
The fair value of the Company’s derivative instruments follows:
|
|
|
|
March 31, |
|
|
December 31, |
|
||
(in thousands) |
|
Balance Sheet Location |
|
2026 |
|
|
2025 |
|
||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
||
Forward currency exchange contracts |
|
Other long-term assets |
|
$ |
|
|
$ |
|
||
Interest rate swap agreement |
|
Other long-term liabilities |
|
|
|
|
|
|
||
17
Forward Currency Exchange Contracts
The Company utilizes forward currency exchange contracts to manage its foreign currency exposure. The Company enters into forward currency exchange contracts for its operations in Mexico, Europe and Asia. These instruments are designated as cash flow hedges and the changes in fair value of the derivatives are recorded in accumulated other comprehensive loss on the consolidated balance sheet until earnings are affected by the variability of the cash flows. The fair value estimates for the Company’s forward currency exchange contracts are based on Level 2 inputs of the fair value hierarchy, which includes obtaining directly or indirectly observable values from third parties active in the relevant markets. Inputs in the fair value of the foreign currency forward contracts include prevailing forward and spot prices for currencies.
During the three months ended March 31, 2026, the Company recorded an unrealized loss of $
During the three months ended March 31, 2025, the Company recorded an unrealized gain of $
The Company also has forward currency exchange contracts that have not been designated as accounting hedges and, therefore, changes in fair value are recorded in other expense, net in the consolidated statements of income.
Interest Rate Swap Agreement
The Company utilizes an interest rate swap agreement to hedge a portion of its interest rate exposure on outstanding borrowings under the Credit Agreement. Under the interest rate swap agreement, the Company receives variable rate interest payments based on the one-month Term SOFR rate and pays fixed rate interest payments. The effect of the swap is to convert a portion of the floating rate interest expense to fixed interest rate expense. Based on the terms of the interest rate swap contract and the underlying borrowings outstanding under the Credit Agreement, the interest rate swap was determined to be highly effective, and thus qualifies and has been designated as a cash flow hedge. As such, changes in the fair value of the interest rate swap are recorded in accumulated other comprehensive loss on the consolidated balance sheet until earnings are affected by the variability of cash flows. The fair value estimates for the Company’s respective interest rate swap agreements were based on Level 2 inputs of the fair value hierarchy, as the Company obtains the valuation from a third party active in relevant markets. The valuation of the interest rate swap agreements is primarily measured through various pricing models and discounted cash flow analysis that incorporate observable market parameters, such as interest rate yield curves and volatility.
The Company entered into an interest rate swap agreement on August 1, 2025 and the fixed interest rate for the contract is
During the three months ended March 31, 2026, the Company recorded an unrealized gain of $
During the three months ended March 31, 2025, the Company recorded an unrealized loss of $
Note 14 – Accumulated Other Comprehensive Loss
A summary of the changes in accumulated other comprehensive loss follows:
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||
(in thousands) |
|
Foreign |
|
|
Derivative |
|
|
Other |
|
|
Total |
|
||||
Balances, December 31, 2025 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
Other comprehensive (loss) gain |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Amounts reclassified from |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Total other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Balances, March 31, 2026 |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
18
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||
(in thousands) |
|
Foreign |
|
|
Derivative |
|
|
Other |
|
|
Total |
|
||||
'Balances, December 31, 2024 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive gain (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Amounts reclassified from |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balances, March 31, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See Note 13 for further discussion about the Company’s derivative instruments.
Note 15 – Contingencies
On December 31, 2025, the Company’s subsidiaries Benchmark Electronics Phoenix, Inc. and Benchmark electronics Tijuana S. de R.L. C.V. (“Claimants”) commenced an arbitration action against CommScope Holding Company, Inc., CommScope, Inc., CommScope, LLC, ARRIS Technology, Inc. and their affiliated entities (“Respondents”). The Claimants contend that Respondents are liable for excess and obsolete inventory for electronic components procured at Respondents’ request and for their benefit under the parties’ manufacturing services agreement. Efforts to settle the dispute amicably were unsuccessful and demand was made for payment for the excess and obsolete inventory the Claimants procured on Respondents’ behalf, plus carrying charges, prejudgment and post judgment interest, interim, preliminary or provisional remedies, declaratory relief, and costs. Respondents filed their answer and a counterclaim for breach of contract on January 14, 2026 and Claimants filed a motion to dismiss Respondents’ counterclaim on February 2, 2026. On March 30, 2026, Respondents agreed to dismiss their counterclaim voluntarily. This dispute is in its initial legal stages. No discovery has been conducted, and thus the nature and extent of any potential recoveries, counterclaims, defenses or set offs are unknown at this time. While the Company is unable to provide any assurances as to the ultimate outcome of this matter, the Claimants intend to vigorously prosecute their claims against the Respondents.
The Company is involved in various legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position or results of operations.
Note 16 – Restructuring Charges and Other Costs
The Company has undertaken initiatives to restructure its business operations to improve utilization and realize cost savings. These initiatives have included changing the number and location of production facilities, largely to align capacity and infrastructure with current and anticipated customer demand. This alignment includes transferring programs from higher cost geographies to lower cost geographies. The Company’s restructuring process entails moving production between facilities, reducing staff levels, realigning business processes, reorganizing management and other activities.
During the three months ended March 31, 2026, the Company recognized $
The Company recognized $
19
The components of restructuring charges were as follows:
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||
(in thousands) |
|
Americas |
|
|
Asia |
|
|
Europe |
|
|
Total |
|
||||
Severance costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other exit costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total restructuring charges |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The changes in the Company’s accrued restructuring costs were as follows:
(in thousands) |
|
Balances as of |
|
|
Restructuring |
|
|
Cash |
|
|
Non-Cash |
|
|
Balances as of |
|
|||||
Severance costs |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Other exit costs |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Total accrued restructuring costs |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The financial information and the discussion below should be read in conjunction with other information, including the unaudited condensed consolidated financial statements and Notes thereto in Part I, Item 1 of this quarterly report on Form 10-Q for the quarterly period ended March 31, 2026 (this Report), the consolidated financial statements and Notes thereto appearing in the Company’s annual report on Form 10-K for the year ended December 31, 2025 (the 2025 10-K), and Part I, Item 1A, Risk Factors of the 2025 10-K. In this Report, references to Benchmark, the Company or use of the words “we,” “our” and “us” include Benchmark’s subsidiaries unless otherwise noted.
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts and may include words such as “anticipate,” “believe,” “intend,” “plan,” “project,” “forecast,” “strategy,” “position,” “continue,” “estimate,” “expect,” “may,” “will,” “could,” “predict,” and similar expressions of the negative or other variations thereof. In particular, statements, expressed or implied, concerning the Company's outlook and guidance for quarterly periods or fiscal year 2026 results, future operating results or margins, the ability to generate sales and income or cash flow, expected revenue mix, the Company’s business strategy and strategic initiatives, the Company’s repurchases of shares of its common stock, the Company’s expectations regarding restructuring charges, stock-based compensation expense, amortization of intangibles, award of any tax incentives and capital expenditures, and the Company’s intentions concerning the payment of dividends, among others, are forward-looking statements. Although the Company believes these statements are based on and derived from reasonable assumptions, they involve risks, uncertainties and assumptions, that are beyond the Company’s ability to control or predict, relating to operations, markets and the business environment generally, including those discussed under Part I, Item 1A of the 2025 10-K and in any of the Company’s subsequent reports filed with the Securities and Exchange Commission (the SEC). Events relating to the possibility of customer demand fluctuations, supply chain constraints, continuing inflationary pressures, the effects of foreign currency fluctuations and high interest rates, the potential of another U.S. government shutdown and the economic impacts, volatility and uncertainty resulting therefrom, geopolitical uncertainties including continuing hostilities and tensions, trade restrictions and sanctions, tariffs and retaliatory countermeasures, the ability to utilize the Company’s manufacturing facilities at sufficient levels to cover its fixed operating costs, or write-downs or write-offs of obsolete or unsold inventory, may have resulting impacts on the Company’s business, financial condition, results of operations, and the Company’s ability (or inability) to execute on its plans. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes, including the future results of the Company’s operations, may vary materially from those indicated. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements are not guarantees of performance. All forward-looking statements included in this document are based upon information available to the Company as of the date of this document, and the Company assumes no obligation to update.
OVERVIEW
Benchmark Electronics, Inc. (the Company) is a Texas corporation that provides design engineering and advanced manufacturing services that include both electronic manufacturing services (EMS) and precision technology (PT) services. We support customers throughout their product lifecycle starting from initial product concept through volume production, including the ability to manage direct order fulfillment and provide aftermarket services. We are a trusted partner to our European and U.S. based national and multi-national original equipment manufacturers (OEMs). Served markets include: aerospace and defense (A&D), medical, industrial, semiconductor capital equipment (Semi-Cap), and advanced computing and communication (AC&C). The Company has manufacturing operations located in the United States and Mexico (the Americas), Asia and Europe.
Our customer engagement focuses on two principal areas:
21
Our core strength lies in our ability to partner with our customers to provide concept-to-production solutions through a tightly integrated and seamless set of design, test, manufacturing, supply chain, and support services. The integration of these product realization services, along with our global manufacturing presence, increases our ability to respond to our customers’ needs by providing accelerated time-to-market and time-to-volume production of high-quality products, with an emphasis on complex products serving regulated markets with high reliability requirements. These capabilities and attributes enable us to build strong strategic relationships with our customers as an integral part of their business.
Our ability to deliver these integrated solutions is enabled by our highly skilled personnel who provide leading-edge technical capabilities in engineering services (including full life cycle), high frequency RF systems, microelectronics, optics, miniaturization, and manufacturing services (including electronics, complex precision machining, and clean room assembly). To support customers across these sectors, we have strategically invested in geographically diverse manufacturing locations and global supply chain capabilities.
A strong focus on human capital, including talent we hire and retain, is critical to maintaining our competitiveness. Our people-first culture is centered on our five core values, consisting of acting with integrity, valuing inclusion, commitment to customers, promoting ingenuity, and genuine caring for each other, our customers and our communities, and we take pride in our innovative and continuous improvement mindset. Our intent is to delight our customers while delivering operational and financial performance aligned with our goals. Through our employee engagement and customer satisfaction feedback processes, we continuously solicit and act upon information to improve our Company and better support our customers and business processes. We have invested in attracting and developing leadership throughout the organization and are committed to investing in an innovative and forward-thinking workforce.
Our customers often face challenges in supply chain design, demand planning, material procurement, and inventory management due to demand variability, product design changes, short product life cycles, and component price fluctuations.
We employ enterprise resource planning (ERP) systems and lean/six sigma methodologies to efficiently and cost-effectively manage procurement and manufacturing processes. Because we are a significant purchaser of electronic components and other raw materials, we are generally able to capitalize on the economies of scale associated with our relationships with suppliers to negotiate price discounts, obtain components and other raw materials that are in short supply, and return excess components.
We recognize manufacturing services revenue as the customer takes control of the manufactured products built to customer specifications. We also generate revenue from our design, development and engineering services, in addition to the sale of other inventory.
Revenue is measured based on the consideration specified in a contract with a customer. Under the majority of our manufacturing contracts with customers, the customer controls all of the work-in-progress as products are being built. Revenues under these contracts are recognized progressively based on the cost-to-cost method. For other manufacturing contracts, the customer does not take control of the product until it is completed. Under these contracts, we recognize revenue upon transfer of control of the product to the customer, which is generally when the goods are shipped. Revenue from design, development and engineering services is recognized over time as the services are performed. As a general matter, we assume no significant obligations after shipment as we typically warrant workmanship only. Therefore, warranty provisions are generally not significant.
Impact of Certain Factors on Results
Our sales depend on the success of our customers, some of which operate in businesses associated with rapid technological change and consequent product obsolescence. Developments adverse to our major customers or their products, including conditions affecting the availability of electronic components or the failure of a major customer to pay for components or services, can impact our ability to fulfill customer demand. A substantial percentage of our sales are made to a small number of customers, and the loss of a major customer, if not replaced, would adversely affect us. Sales to our ten largest customers represented 50% and 54% of our total sales during the three months ended March 31, 2026 and 2025, respectively.
Industry supply conditions have reflected varying demand dynamics across end markets and component categories, including periods of imbalance across certain technologies, notably in the memory market. While supply conditions have improved in certain areas compared to prior periods, supply availability and pricing conditions continue to vary across the broader market.
We experience fluctuations in gross profit from period to period. Different programs contribute different gross profits depending on the type of services involved, location of production, size of the program, complexity of the product and level of material costs associated with the various products. Moreover, new programs can contribute relatively less to our gross profit in their early stages when manufacturing volumes are usually lower, resulting in inefficiencies and unabsorbed manufacturing overhead costs. During periods of low production volume, we generally have unabsorbed manufacturing overhead costs and reduced gross profit. Gross profit
22
can also be impacted by higher costs associated with other situations, such as supply chain constraints. This includes supply chain premiums for excess component costs paid to secure available supply resulting in revenue with cost recovery only with no margin. In addition, a number of our new program ramps require incremental investment during the launch and ramp phase, which can exert downward pressure on our gross profit.
Inflation, interest rates, disruption in the global economy and financial markets, geopolitical events, tariffs and trade restrictions continue to create uncertainty. However, we are not aware of any specific event or circumstance that would require updates to our estimates or judgments or require us to revise the carrying value of our assets or liabilities as of the date we filed this Report. These estimates may change as new events occur and additional information is obtained. Actual results could differ from these estimates under different assumptions or conditions.
On February 20, 2026, the U.S. Supreme Court issued a ruling striking down tariffs imposed under the International Emergency Economic Powers Act, including, among others, tariffs on imports of certain Canadian, Chinese, and Mexican goods, a universal baseline tariff on imports from most countries, and reciprocal tariffs on select countries. The global tariff landscape continues to shift rapidly, with changes impacting businesses and markets around the world. We continue to monitor the situation, including any potential refunds of such tariffs, and evaluate the impact on our results of operations. No potential refunds have been recorded in the Condensed Consolidated Financial Statements as we cannot reasonably estimate the financial impact, but believe the impact would not be material to the Company. For additional information, refer to Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
23
RESULTS OF OPERATIONS
The following table presents the percentage relationship that certain items in our condensed consolidated statements of income bear to sales for the periods indicated.
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
89.8 |
|
|
|
90.0 |
|
Gross profit |
|
|
10.2 |
|
|
|
10.0 |
|
Selling, general and administrative expenses |
|
|
6.2 |
|
|
|
6.1 |
|
Amortization of intangible assets |
|
|
0.2 |
|
|
|
0.2 |
|
Restructuring charges and other costs |
|
|
0.6 |
|
|
|
1.8 |
|
Income from operations |
|
|
3.2 |
|
|
|
1.9 |
|
Other expense, net |
|
|
(0.5 |
) |
|
|
(0.6 |
) |
Income before income taxes |
|
|
2.7 |
|
|
|
1.3 |
|
Income tax expense |
|
|
0.8 |
|
|
|
0.7 |
|
Net income |
|
|
1.9 |
% |
|
|
0.6 |
% |
Sales
Sales for the first quarter of 2026 increased 7% from the first quarter of 2025.
Sales are analyzed by management by market sector and by geographic segment, which reflect our reportable segments. Our global business development strategy is based on our targeted market sectors. Management measures operational performance and allocates resources on a geographic segment basis.
Sales by market sector were as follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Semi-Cap |
|
$ |
190,665 |
|
|
$ |
195,067 |
|
Industrial |
|
|
133,288 |
|
|
|
136,747 |
|
A&D |
|
|
119,779 |
|
|
|
121,856 |
|
Medical |
|
|
128,476 |
|
|
|
103,637 |
|
AC&C |
|
|
105,072 |
|
|
|
74,457 |
|
Total net sales |
|
$ |
677,280 |
|
|
$ |
631,764 |
|
Semiconductor Capital Equipment. Sales for the three months ended March 31, 2026 decreased 2% to $190.7 million from $195.1 million for the three months ended March 31, 2025. The decrease was primarily due to the timing of customer demand and order fulfillment during the quarter.
Industrial. Sales for the three months ended March 31, 2026 decreased 3% to $133.3 million from $136.7 million for the three months ended March 31, 2025. The decrease was primarily due to demand softness from certain existing customers.
Aerospace and Defense. Sales for the three months ended March 31, 2026 decreased 2% to $119.8 million from $121.9 million for the three months ended March 31, 2025. The decrease was primarily due to certain programs going end-of-life, partially offset by new program wins.
Medical. Sales for the three months ended March 31, 2026 increased 24% to $128.5 million from $103.6 million for the three months ended March 31, 2025. The increase was primarily due to new program wins and the timing of customer order fulfillment.
Advanced Computing and Communications. Sales for the three months ended March 31, 2026 increased 41% to $105.1 million from $74.5 million for the three months ended March 31, 2025. The increase was primarily due to new program wins.
Our international operations are subject to the risks of doing business abroad. See Part I, Item 1A of our 2025 10-K for factors pertaining to our international sales, fluctuations in foreign currency exchange rates and a discussion of potential adverse effects in
24
operating results associated with the risks of doing business abroad. During the three months ended March 31, 2026 and 2025, 62% and 66%, respectively, of our sales were from international operations.
Sales by geographic segment were as follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Sales: |
|
|
|
|
|
|
||
Americas |
|
$ |
311,295 |
|
|
$ |
284,278 |
|
Asia |
|
|
303,121 |
|
|
|
284,039 |
|
Europe |
|
|
83,288 |
|
|
|
86,279 |
|
Elimination of intersegment sales |
|
|
(20,424 |
) |
|
|
(22,832 |
) |
Total sales |
|
$ |
677,280 |
|
|
$ |
631,764 |
|
Americas. Sales for the three months ended March 31, 2026 increased 10% to $311.3 million from $284.3 million for the three months ended March 31, 2025. The increase was primarily due to higher demand in AC&C and Medical sectors partially offset by decreased demand in the A&D and Industrial sectors.
Asia. Sales for the three months ended March 31, 2026 increased 7% to $303.1 million from $284.0 million for the three months ended March 31, 2025. The increase was primarily due to an increase in demand for A&D, AC&C, and Industrial sectors partially offset by decreased demand in the Semi-Cap sector.
Europe. Sales for the three months ended March 31, 2026 decreased 3% to $83.3 million from $86.3 million for the three months ended March 31, 2025. The decrease was primarily due to lower demand in the Industrial sector partially offset by an increase in the Medical and Semi-Cap sectors.
Gross Profit
Gross profit for the three months ended March 31, 2026 increased 10% to $69.2 million from $63.2 million for the three months ended March 31, 2025. Gross profit margin increased to 10.2% for the three months ended March 31, 2026 from 10.0% for the three months ended March 31, 2025. The increases were primarily driven by higher sales volumes, which resulted in improved absorption of fixed manufacturing costs, as well as favorable mix.
Income from Operations
Income from operations for the three months ended March 31, 2026 increased 86% to $21.9 million from $11.8 million in the three months ended March 31, 2025. The increase was primarily due to decreased restructuring expenses and other costs in the current period, as the settlement of a tax assessment in the Americas was recorded during the three months ended March 31, 2025.
Income from operations by reportable segment was as follows:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Income from operations: |
|
|
|
|
|
|
||
Americas |
|
$ |
7,822 |
|
|
$ |
(4,428 |
) |
Asia |
|
|
41,856 |
|
|
|
38,637 |
|
Europe |
|
|
7,487 |
|
|
|
8,003 |
|
Corporate and intersegment eliminations |
|
|
(35,291 |
) |
|
|
(30,453 |
) |
Total income from operations |
|
$ |
21,874 |
|
|
$ |
11,759 |
|
25
Americas. Income from operations for the three months ended March 31, 2026 increased 277% to $7.8 million from a loss of $4.4 million for the three months ended March 31, 2025. The increase was primarily due to decreased restructuring expenses and other costs in the current period, as the settlement of a tax assessment in the Americas was recorded during the three months ended March 31, 2025.
Asia. Income from operations for the three months ended March 31, 2026 increased 8% to $41.9 million from $38.6 million for the three months ended March 31, 2025. The increase was primarily due to higher sales.
Europe. Income from operations for the three months ended March 31, 2026 decreased 6% to $7.5 million from $8.0 million for the three months ended March 31, 2025. The decrease was primarily due to lower sales partially offset by cost control.
Selling, General and Administrative Expenses
SG&A expenses increased to $42.4 million for the three months ended March 31, 2026 from $38.8 million for the three months ended March 31, 2025. The increase was primarily due to professional services and variable compensation.
Amortization of Intangible Assets
Amortization of intangible assets was $1.2 million for both the three months ended March 31, 2026 and 2025.
Restructuring Charges and Other Costs
During the three months ended March 31, 2026, we recognized $3.7 million of restructuring charges and other costs which primarily related to a planned closure of our site in Phoenix, Arizona and other smaller activities involving capacity reductions and reductions in workforce in certain facilities across various regions.
During the three months ended March 31, 2025, we recognized $1.3 million restructuring charges and other costs primarily due to capacity and workforce reductions at our sites in the Americas. Additionally, the Company agreed to a $10.1 million settlement related to an indirect tax assessment in the Americas.
See Note 16 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report for additional information on our restructuring charges and other costs.
Interest Expense
Interest expense decreased to $3.6 million for the three months ended March 31, 2026 from $5.3 million for the three months ended March 31, 2025. The decrease was primarily due to decreased borrowings and a lower interest rate environment.
Interest Income
Interest income decreased to $1.9 million for the three months ended March 31, 2026 from $2.7 million for the three months ended March 31, 2025. The decrease was primarily due to a lower interest environment.
Other Expense, Net
Other expense, net increased to $1.7 million for the three months ended March 31, 2026 from $0.8 million for the three months ended March 31, 2025. The increase was primarily due to higher foreign currency exchange losses.
Income Tax Expense
Income tax expense of $5.4 million represented a 29.3% effective tax rate for the three months ended March 31, 2026, compared with $4.8 million for the three months ended March 31, 2025, representing an effective tax rate of 56.6%. The decrease in the effective tax rate for the three months ended March 31, 2026 was primarily due to higher losses incurred during the three months ended March 31, 2025 in a jurisdiction for which no corresponding tax benefit was recognized, which reduced pre-tax income and increased the effective tax rate for that period. Losses in those jurisdictions were higher in the prior-year period primarily due to the settlement of an indirect tax assessment recorded during the period.
26
Net Income
We reported net income of $13.0 million, or $0.36 per diluted share, for the three months ended March 31, 2026, compared with net income of $3.6 million, or $0.10 per diluted share, for the three months ended March 31, 2025. The increases were primarily due to the items discussed above.
27
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed our organic growth and operations through funds generated from operations and borrowings under our credit agreement (as amended and restated, the Credit Agreement), consisting of a term loan facility and a $550.0 million revolving credit facility, both with a maturity date of June 27, 2030. Cash, cash equivalents and restricted cash totaled $325.2 million as of March 31, 2026, which included $303.8 million held outside the United States in various foreign subsidiaries.
Management believes that our existing cash balances, funds generated from operations, and borrowing availability under our revolving credit facility will be sufficient to permit us to meet our liquidity requirements over the next 12 months. Management further believes that our ongoing cash flows from operations and any borrowings we may incur under our revolving credit facility will enable us to meet operating cash requirements in future years. From time to time, we may pursue strategic opportunities, including acquisitions, or experience changes in working capital or capital investment requirements, which could increase our capital needs and may result in our need to increase available borrowings under our Credit Agreement or access public or private debt and equity markets. There can be no assurance, however, that we would be successful in raising additional debt or equity on acceptable terms.
Cash Flows
Cash provided from operating activities was $47.0 million during the three months ended March 31, 2026, and primarily consisted of $13.0 million of net income, adjusted for $11.9 million of depreciation and amortization, $5.4 million of stock-based compensation expense, a $42.3 million increase in accounts payable, a $14.2 million decrease in accounts receivable, and a $6.4 million decrease in prepaid expenses and other assets, partially offset by a $25.6 million increase in inventories, a $8.4 million decrease in accrued liabilities, $8.1 million increase in contract assets and a $4.6 million decrease in advance payments from customer. Working capital was $0.8 billion as of March 31, 2026.
We primarily purchase components only after customer orders or forecasts are received, which mitigates, but does not eliminate, the risk of loss on inventories. Supplies of electronic components and other materials used in operations are subject to industry-wide shortages. In certain instances, suppliers may allocate available quantities to us. When shortages of these components and other material supplies used in operations have occurred, vendors have at times been unable to ship the quantities we need for production, forcing us to delay shipments, which can increase backorders and impact cash flows. Vendors also may increase the costs of components based on the market conditions including these shortages. In certain instances, we request and receive advance payments from customers as prepayments of inventory to meet working capital demands of a contract, offset inventory risks such as inventory purchased in advance of current needs and protect the Company from the failure of other parties to fulfill obligations under a contract. For example, we have been impacted by supply chain constraints, including shortages, longer lead times and increased transit times. Furthermore, the U.S. government’s trade policy and imposition of tariffs on certain foreign goods (as well as the possibility of imposing significant, additional tariffs in the future) and geopolitical issues or conflicts may make it more difficult or costly for us to procure components and other material supplies and, in turn, may increase the cost to our customers, which may materially and adversely impact demand for our products and services, our results of operations or our financial condition.
Cash used in investing activities was $16.1 million during the three months ended March 31, 2026 primarily due to capital expenditures for property, plant and equipment of $16.0 million and purchased software of $2.3 million. The purchases of property, plant and equipment were primarily for leasehold improvements and machinery and equipment in the Americas and Asia.
Cash used in financing activities was $25.9 million during the three months ended March 31, 2026. Borrowings under the Credit Agreement were $113.0 million and principal payments under the Credit Agreement were $118.9 million. In addition, during the three months ended March 31, 2026, we paid $5.8 million for share repurchases, $8.1 million for employee taxes in connection with the settlement of stock-based awards and $6.1 million for dividends.
Credit Agreement
On June 27, 2025, the Company entered into a $700 million second amended and restated credit agreement (the Credit Agreement) by and among the Company, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer. The Credit Agreement is comprised of a five-year $550 million revolving credit facility and a five-year $150 million term loan facility, both with a maturity date of June 27, 2030. As of March 31, 2026, we had $147.2 million in borrowings outstanding under the term loan facility, $60.0 million outstanding under our revolving credit facility and $4.0 million in letters of credit outstanding under our revolving credit facility. See Note 5 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report for more information regarding the terms of our Credit Agreement.
28
The Credit Agreement contains certain financial covenants related to interest coverage and debt leverage, and certain customary affirmative and negative covenants, including restrictions on our ability to incur additional debt and liens, pay dividends, repurchase shares, sell assets, including trade accounts receivable, and merge or consolidate with other persons. Amounts due under the Credit Agreement could 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 March 31, 2026, we were in compliance with all of these covenants and restrictions.
As of March 31, 2026, we had $486.0 million available for borrowings under the Credit Agreement, subject to compliance with financial covenants as to interest coverage and debt leverage, in addition to other debt covenant restrictions. During the next 12 months, we believe our capital expenditures will approximate $70 million to $80 million, principally for machinery and equipment to help increase our production capacity to support anticipated revenue growth and our ongoing business around the globe.
Dividends
During both the three months ended March 31, 2026 and 2025, cash dividends paid totaled $6.1 million. On March 16, 2026, the Board of Directors declared a quarterly cash dividend of $0.17 per share of the Company’s common stock to shareholders of record as of March 31, 2026. The dividend of $6.1 million was paid on April 10, 2026.
The Board of Directors currently intends to continue paying quarterly dividends. However, the Company’s future dividend policy is subject to the Company’s compliance with applicable law, and dependent on, among other things, the Company’s results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in the Company’s debt agreements, and other factors that the Board of Directors may deem relevant. Dividend payments are not mandatory or guaranteed; there can be no assurance that the Company will continue to pay a dividend in the future.
Share Repurchase Authorization
On February 19, 2020, the Board of Directors approved an expanded share repurchase authorization granting the Company authority to repurchase up to $150 million in common stock.
The Company repurchased 0.1 million shares for an aggregate of $5.8 million at an average price of $53.67 per share during the three months ended March 31, 2026. As of March 31, 2026, the Company had $116.9 million remaining under share repurchase authorizations. See Note 7 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report for more information on the share repurchase authorization.
CONTRACTUAL OBLIGATIONS
We have certain contractual obligations for operating leases that were summarized in “Contractual Obligations” under Part II, Item 7 in our 2025 10-K. Other than items discussed in Note 5 and Note 6 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report, there have been no material changes to our contractual obligations, outside of the ordinary course of our business, since December 31, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES AND RECENTLY ENACTED ACCOUNTING PRINCIPLES
Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. See Note 2 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report for a discussion of recently enacted accounting principles. Also, our significant accounting policies are summarized in Note 1 to the consolidated financial statements included in our 2025 10-K. There have been no changes to the items disclosed as critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2025 10-K.
29
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our international sales comprise a significant portion of our business. We are exposed to risks associated with operating internationally, including:
Additionally, some of our operations are in developing countries. Certain events, including natural disasters, can impact the infrastructure of a developing country more severely than they would impact the infrastructure of a developed country. A developing country can also take longer to recover from such events, which could lead to delays in our ability to resume full operations.
We transact business in various foreign countries and are subject to foreign currency fluctuation risks. We use natural hedging and forward contracts to economically hedge transactional exposure primarily associated with trade accounts receivable, other receivables and trade accounts payable that are denominated in a currency other than the functional currency of the respective operating entity. We do not use derivative financial instruments for speculative purposes. Certain forward currency exchange contracts in place as of March 31, 2026 have not been designated as accounting hedges and, therefore, changes in fair value are recorded within our unaudited condensed consolidated statements of income in Part I, Item 1 of this Report.
The Company enters into forward currency exchange contracts designated as cash flow hedges of forecasted foreign currency expenses. Changes in the fair value of the derivatives are recorded in accumulated other comprehensive loss on the condensed consolidated balance sheets until earnings are affected by the variability of the cash flows.
Our sales are substantially denominated in U.S. dollars. Our foreign currency cash flows are generated in certain European and Asian countries and Mexico.
We are also exposed to market risk for changes in interest rates on our financial instruments, a portion of which relates to our invested cash balances. We do not use derivative financial instruments in our investing activities. We place cash and cash equivalents and investments with various major financial institutions. We protect our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by generally investing in investment grade securities.
We are also exposed to interest rate risk on borrowings under our Credit Agreement. As of March 31, 2026, we had $147.2 million outstanding on the floating rate term loan facility, and we have an interest rate swap agreement with a notional amount of $147.2 million and a fixed interest rate of 3.965%. Under this swap agreement, we receive variable rate interest rate payments and pay fixed rate interest payments. The effect of this swap is to convert our floating rate interest expense to a fixed interest rate expense. The interest rate swap is designated as a cash flow hedge.
For additional information regarding our forward currency exchange contracts and interest rate swap agreement, see Note 13 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report.
Item 4. Controls and Procedures
We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective at a reasonable assurance level.
There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the last fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
30
We are currently upgrading our enterprise resource planning system (ERP), which is expected to occur in phases over the next several years. We have completed the implementation of the upgrades at certain of the Company’s locations and have revised and updated the related controls. These changes did not materially affect our internal control over financial reporting. As we implement the upgrades of this ERP system at the remaining locations over the next several years, we will continue to assess the impact on our internal control over financial reporting.
Management recognizes that any disclosure controls and procedures and internal control over financial reporting, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in designing such control systems, evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements may occur and not be detected.
31
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various legal actions arising in the ordinary course of business. See discussion under Note 15 to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Report, which is incorporated by reference herein.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of our 2025 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) The following table provides information for the three months ended March 31, 2026 about the Company’s repurchases of its equity securities registered pursuant to Section 12 of the Exchange Act:
|
|
|
|
|
|
|
|
|
|
|
(d) |
|
||||
|
|
|
|
|
|
|
|
(c) |
|
|
Maximum |
|
||||
|
|
|
|
|
|
|
|
Total |
|
|
Number (or |
|
||||
|
|
|
|
|
|
|
|
Number of |
|
|
Approximate |
|
||||
|
|
|
|
|
|
|
|
Shares (or Units) |
|
|
Dollar Value) of |
|
||||
|
|
(a) |
|
|
|
|
|
Purchased as |
|
|
Shares (or Units) |
|
||||
|
|
Total |
|
|
(b) |
|
|
Part of Publicly |
|
|
that May Yet Be |
|
||||
|
|
Number of |
|
|
Average Price |
|
|
Announced |
|
|
Purchased Under |
|
||||
|
|
Shares (or Units) |
|
|
Paid per Share |
|
|
Plans or |
|
|
the Plans or |
|
||||
(amounts in millions, except share and per share data) |
|
Purchased |
|
|
(or Unit) |
|
|
Programs |
|
|
Programs (1) |
|
||||
January 1 to 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
122.7 |
|
February 1 to 28, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
122.7 |
|
March 1 to 31, 2026 |
|
|
107,989 |
|
|
|
53.67 |
|
|
|
107,989 |
|
|
|
116.9 |
|
Total |
|
|
107,989 |
|
|
|
53.67 |
|
|
|
107,989 |
|
|
|
116.9 |
|
(1) On December 7, 2015, the Board of Directors approved a share repurchase authorization granting the Company authority to repurchase up to $100 million in common stock. On March 6, 2018, October 26, 2018 and February 19, 2020, the Board of Directors authorized the repurchase of an additional $250 million, $100 million and $150 million of the Company’s common stock, respectively. Stock purchases may be made in the open market, in privately negotiated transactions or block transactions, at the discretion of the Company’s management and as market conditions warrant. Purchases are funded from available cash and may be commenced, suspended or discontinued at any time without prior notice. Shares of stock repurchased under the program are retired. The Company repurchased 0.1 million shares for an aggregate of $5.8 million at an average price of $53.67 per share during the three months ended March 31, 2026. As of March 31, 2026, the Company had $116.9 million remaining under share repurchase authorizations.
Item 5. Other Information
Rule 10b5-1 Plan Adoptions and Modifications
On
On
On
32
Item 6. Exhibits
Exhibit No. |
|
Exhibit Description |
|
|
|
3.1 |
|
Restated Certificate of Formation dated May 17, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 17, 2016 (Commission file number 1-10560)) |
|
|
|
3.2 |
|
Amended and Restated Bylaws of the Company dated December 2, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 7, 2020 (Commission file number 1-10560)) |
|
|
|
4.1 |
|
Specimen form of certificate evidencing the Common Shares (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (Commission file number 1-10560)) |
|
|
|
10.1 |
|
Employment Agreement dated February 19, 2026 between the Company and David Moezidis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2026 (Commission file number 1-10560)) |
|
|
|
31.1 (1) |
|
Section 302 Certification of Chief Executive Officer |
|
|
|
31.2 (1) |
|
Section 302 Certification of Chief Financial Officer |
|
|
|
32.1 (2) |
|
Section 1350 Certification of Chief Executive Officer |
|
|
|
32.2 (2) |
|
Section 1350 Certification of Chief Financial Officer |
|
|
|
101.INS (1) |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
|
|
101.SCH (1) |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
104 (1) |
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101) |
(1) Filed herewith
(2) Furnished herewith
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on April 29, 2026.
|
BENCHMARK ELECTRONICS, INC. |
||
|
|
||
|
(Registrant) |
||
|
|
|
|
|
By: |
|
/s/ David A. Moezidis |
|
|
|
David A. Moezidis |
|
|
|
President and Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
||
|
By: |
|
/s/ Bryan R. Schumaker |
|
|
|
Bryan R. Schumaker |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
34