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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2000 OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the transition period from .........to ......... Commission file number 1-4879
Diebold, Incorporated
(Exact name of registrant as specified in its charter)
Ohio 34-0183970 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 5995 Mayfair Road, PO Box 3077, North Canton, Ohio 44720-8077 (Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (330) 490-4000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No Indicate the number of shares outstanding of each of the issuer’s classes of Common Shares, as of the latest practicable date.
Class Outstanding at April 25, 2000 Common Shares $1.25 Par Value 71,171,783 Shares -1-
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX
Page No. PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Condensed Consolidated Balance Sheets - March 31, 2000 and December 31, 1999 3 Condensed Consolidated Statements of Income - Three Months Ended March 31, 2000 and 1999 4 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10 ITEM 3. Quantitative And Qualitative Disclosures About Market Risk 13 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders 13 ITEM 5. Other Information 13 ITEM 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 17 INDEX TO EXHIBITS 18 -2-
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART I – FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited) March 31, December 31, 2000 1999 ASSETS Current assets Cash and cash equivalents $ 15,882 $ 27,299 Short-term investments 42,097 57,348 Trade and notes receivable 386,464 325,793 Inventories 192,759 169,785 Prepaid expenses and other current assets 79,685 67,711 Total current assets 716,887 647,936 Securities and other investments 171,976 175,232 Property, plant and equipment, at cost 326,355 320,640 Less accumulated depreciation and amortization 166,146 159,916 160,209 160,724 Finance receivables 73,215 83,804 Goodwill 157,991 160,073 Other assets 80,708 71,062 $ 1,360,986 $ 1,298,831 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and other current liabilities $ 297,975 $ 311,508 Deferred income 118,316 70,899 Total current liabilities 416,291 382,407 Bonds payable 20,800 20,800 Pensions 27,618 24,309 Postretirement benefits 22,434 22,497 Minority interest 4,643 4,423 Shareholders’ equity Preferred Shares, no par value, authorized 1,000,000 shares, none issued — — Common shares, par value $1.25, authorized 125,000,000, issued 71,596,665 and 71,482,997 shares, respectively; outstanding 71,164,462 and 71,096,290 shares, respectively 89,496 89,354 Additional capital 88,782 87,169 Retained earnings 711,633 691,415 Treasury shares, at cost (432,203 and 386,707 shares, respectively) (14,719 ) (13,644 ) Accumulated other comprehensive income (1,939 ) (5,865 ) Other (4,053 ) (4,034 ) Total shareholders’ equity 869,200 844,395 $ 1,360,986 $ 1,298,831 See accompanying notes to condensed consolidated financial statements -3-
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands except for per share amounts)
Three Months Ended March 31, 2000 1999 Net Sales Products $ 203,023 $ 169,113 Services 141,569 114,370 344,592 283,483 Cost of sales Products 125,708 101,344 Services 102,061 81,051 227,769 182,395 Gross Profit 116,823 101,088 Selling and administrative expense 56,756 47,457 Research, development and engineering expense 10,870 11,951 67,626 59,408 Operating Profit 49,197 41,680 Investment income 5,901 4,793 Miscellaneous, net (8,071 ) (971 ) Minority interest (370 ) 362 Income before taxes 46,657 45,864 Taxes on income 15,397 16,740 Net income $ 31,260 $ 29,124 Basic weighted-average shares outstanding 71,130 68,927 Diluted weighted-average shares outstanding 71,444 69,177 Basic earnings per share $ 0.44 $ 0.42 Diluted earnings per share $ 0.44 $ 0.42 Cash dividends paid per Common Share $ 0.155 $ 0.150 See accompanying notes to condensed consolidated financial statements. -4-
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Three Months Ended March 31, 2000 1999 Cash flow from operating activities: Net income $ 31,260 $ 29,124 Adjustments to reconcile net income to cash provided by operating activities Minority share of income 370 (362 ) Depreciation 5,707 5,801 Other charges and amortization 5,162 3,636 Loss on sale of investments 113 — Cash used by changes in certain assets and liabilities (95,027 ) (36,940 ) Changes in deferred income 47,417 42,347 Other 19,812 16,870 Net cash provided by operating activities 14,814 60,476 Cash flow from investing activities: Proceeds from maturities and sale of investments 25,579 6,507 Payments for purchases of investments (6,825 ) (53,995 ) Capital expenditures (7,120 ) (4,204 ) Increase in net finance receivables (413 ) 5,485 Increase in certain other assets (9,940 ) (2,592 ) Net cash provided (used) by investing activities 1,281 (48,799 ) Cash flow from financing activities: Dividends paid (11,042 ) (10,341 ) Repayments on short-term borrowings (17,000 ) — Issuance and repurchase of Common shares 680 1,276 Distribution of affiliate’s earnings to minority interest holder (150 ) — Net cash used by financing activities (27,512 ) (9,065 ) (Decrease)/increase in cash and cash equivalents (11,417 ) 2,612 Cash and cash equivalents at the beginning of the period 27,299 42,540 Cash and cash equivalents at the end of the period $ 15,882 $ 45,152 See accompanying notes to condensed consolidated financial statements -5-
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except for per share amounts)
1. The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999. In addition, the Registrant’s statements in this Form 10-Q report may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. A discussion of these risks and uncertainties is contained in the management’s discussion and analysis of financial condition and results of operations in this Form 10-Q. The results of operations for the three-month period ended March 31, 2000 are not necessarily indicative of results to be expected for the full year. 2. The basic and diluted earnings per share computations in the condensed consolidated statements of income are based on the weighted-average number of shares outstanding during each period reported. The following data show the amounts used in computing earnings per share and the effect on the weighted-average number of shares of dilutive potential common stock. Three Months Ended March 31, 2000 1999 Numerator: Income used in basic and diluted earnings per share $ 31,260 $ 29,124 Denominator: Basic weighted-average shares 71,130 68,927 Effect of dilutive fixed stock options 314 250 Diluted weighted-average shares 71,444 69,177 Basic earnings per share $ 0.44 $ 0.42 Diluted earnings per share $ 0.44 $ 0.42 Anti-dilutive shares not used in
calculating diluted weighted-average shares1,450 1,325 3. Inventory detail at: March 31, 2000 December 31, 1999 Finished goods and service parts $ 90,261 $ 55,433 Work in process 102,446 114,300 Raw materials 52 52 Total inventory $ 192,759 $ 169,785 -6-
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(In thousands except for per share amounts)
| 4. | The Registrant has reclassified the presentation of certain prior-year information to conform with the current presentation format. | |
| 5. | The Registrant displays the accumulated balance of other comprehensive income separately from retained earnings and additional capital in the equity section of the Balance Sheet. Items considered to be other comprehensive income include adjustments made for foreign currency translation (under SFAS No. 52), pensions (under SFAS No. 87) and unrealized holding gains and losses on available-for-sale securities (under SFAS No. 115). Comprehensive income for the three months ended March 31, 2000 and 1999 was $35,186 and $28,644, respectively. | |
| 6. | The Registrant has defined its segments into its three main sales channels: North American Sales and Service (NASS), International Sales and Service (ISS) and Other, which combines several of the Registrant’s smaller sales channels. These sales channels are evaluated based on the following information presented: revenues from customers, revenues from inter-segment transactions, and operating profit contribution to the total corporation. A reconciliation between segment information and the Condensed Consolidated Financial Statements is also disclosed. All income and expense items below operating profit are not allocated to the segments and are not disclosed. Revenue by geography and revenue by product and service solution are also disclosed. | |
| The NASS segment sells financial and retail systems and also services financial, retail and medical systems in the United States and Canada. The ISS segment sells and services financial and retail systems over the remainder of the globe, including sales to IBM, which was the Registrant’s former partner in the InterBold joint venture that terminated in January 1998. The segment called Other sells products to educational and medical institutions and other customers. This segment also services educational customers in the United States. Each of the sales channels buys the goods it sells from the Registrant’s manufacturing plants through inter-company sales that are eliminated on consolidation. Each year, inter-company pricing is agreed upon which drives sales channel operating profit contribution. As permitted under Statement 131, certain information not routinely used in the management of these segments, information not allocated back to the segments or information that is impractical to report is not shown. Items not disclosed are as follows: interest revenue, interest expense, depreciation, amortization, equity in the net income of investees accounted for by the equity method, income tax expense or benefit, extraordinary items, significant noncash items and long-lived assets. |
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(In thousands except for per share amounts)
| NASS | ISS | Other | Total | |||||||||||||
| 1st Quarter 2000 Segment Information by Channel | ||||||||||||||||
| Customer revenues | $ | 234,738 | $ | 99,264 | $ | 10,301 | $ | 344,303 | ||||||||
| Intersegment revenues | 5,036 | — | 1,468 | 6,504 | ||||||||||||
| Operating profit/(loss) | 33,529 | 1,379 | (423 | ) | 34,485 | |||||||||||
| 1st Quarter 1999 Segment Information by Channel | ||||||||||||||||
| Customer revenues | $ | 224,601 | $ | 51,864 | $ | 6,127 | $ | 282,592 | ||||||||
| Intersegment revenues | 716 | (190 | ) | 1,770 | 2,296 | |||||||||||
| Operating profit/(loss) | 38,075 | 41 | (2,526 | ) | 35,590 | |||||||||||
Reconciliation of Segment Information to Condensed Consolidated Statements of Income
| For the period ending March 31: | |||||||||||||||||||||||||
| 2000 | 1999 | ||||||||||||||||||||||||
| Inter- | Inter- | ||||||||||||||||||||||||
| Customer | segment | Operating | Customer | segment | Operating | ||||||||||||||||||||
| Revenues | Revenues | Profit | Revenues | Revenues | Profit | ||||||||||||||||||||
| Total segment information | $ | 344,303 | $ | 6,504 | $ | 34,485 | $ | 282,592 | $ | 2,296 | $ | 35,590 | |||||||||||||
| Adjustments: | |||||||||||||||||||||||||
| Manufacturing | 113 | 162,477 | 19,928 | 506 | 149,420 | 17,211 | |||||||||||||||||||
| Corporate | 176 | 214 | (5,216 | ) | 385 | 1,498 | (11,121 | ) | |||||||||||||||||
| Eliminations | — | (169,195 | ) | — | — | (153,214 | ) | — | |||||||||||||||||
| Total adjustments | 289 | (6,504 | ) | 14,712 | 891 | (2,296 | ) | 6,090 | |||||||||||||||||
| Consolidated Statements of Income | $ | 344,592 | $ | — | $ | 49,197 | $ | 283,483 | $ | — | $ | 41,680 | |||||||||||||
Product Revenue by Geography
| For the period ending March 31: | |||||||||
| 2000 | 1999 | ||||||||
| United States | $ | 138,795 | 122,933 | ||||||
| Canada | 919 | 7,559 | |||||||
| Asia-Pacific | 10,635 | 4,741 | |||||||
| Europe, Middle East and Africa | 17,683 | 8,991 | |||||||
| Latin America | 34,991 | 24,889 | |||||||
| Total product revenue | $ | 203,023 | $ | 169,113 | |||||
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(In thousands except for per share amounts)
Total Revenue Domestic vs. International
| For the period ending March 31: | |||||||||
| 2000 | 1999 | ||||||||
| Domestic | $ | 243,770 | $ | 223,154 | |||||
| Percentage of total revenue | 70.7 | % | 78.7 | % | |||||
| International | 100,822 | 60,329 | |||||||
| Percentage of total revenue | 29.3 | % | 21.3 | % | |||||
| Total revenue | $ | 344,592 | $ | 283,483 | |||||
Total Revenue by Product /Service Solution
| For the period ending March 31: | |||||||||
| 2000 | 1999 | ||||||||
| Self-service solutions | $ | 135,518 | $ | 121,299 | |||||
| Security solutions | 42,595 | 40,087 | |||||||
| Professional and special services | 24,910 | 7,727 | |||||||
| Custom maintenance services | 141,569 | 114,370 | |||||||
| Total revenue | $ | 344,592 | $ | 283,483 | |||||
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As of March 31, 2000
(Unaudited)
(Dollars in thousands except for per share amounts)
Changes in Financial Condition
The Registrant continued to show a strong balance sheet at March 31, 2000. Total assets for the first quarter ended March 31, 2000 were $1,360,986, up $62,155, or 4.8 percent from December 31, 1999. Total current assets are up $68,951: notes receivable are up $1,377, trade receivables are up $59,294, short-term investments are down $15,251 and inventories are up $22,974. Marketable securities and other investments are down by $3,256 and net property, plant and equipment is also down by $515, while other assets are up $9,646.
Total liabilities of $491,786 are up $37,350 from December 31, 1999. Current liabilities in total are up $33,884: deferred income is up $47,417, while accounts payable are down $9,999 and current notes payable decreased $17,000. The current asset to current liability ratio is 1.7.
Future capital expenditures, acquisitions and increases in working capital are expected to be financed through internally generated funds and external financing. The Registrant’s investment portfolio is available for any funding needs if required. External financing is also available if needed through the Registrant’s lines of credit. At March 31, 2000, the Registrant’s bank credit lines approximated $245,000, and EUR 100,000 (translation $96,510) with various institutions. The Registrant had $100,000 outstanding borrowings under these agreements, with an average short-term rate of 6.24 percent. These lines of credit represent an additional and immediate source of liquidity.
Shareholders’ equity is up $24,805 over December 31, 1999; with retained earnings up $20,218, net stock related activity increased equity by $680 and accumulated other comprehensive income increased by $3,926. Shareholders’ equity per Common Share at March 31, 2000 increased to $12.21 from $11.88 at December 31, 1999. The first quarter cash dividend of $0.155 per share was paid on March 10, 2000 to shareholders of record on February 18, 2000. On April 19, 2000, the second quarter cash dividend of $0.155 per share was declared payable on June 2, 2000 to shareholders of record on May 12, 2000. Diebold, Incorporated shares are listed on the New York Stock Exchange under the symbol of DBD. The market price during the first three months of 2000 fluctuated within the range of $21.50 and $28.50.
Results of Operations
Overall, net sales for the first quarter of 2000 increased from the same period in 1999 by $61,109 or 21.6 percent. Product revenue showed an increase of $33,910, or 20.1 percent over the first quarter of 1999. International product revenue showed dramatic growth, evidenced by a 106.2 percent increase generated in Asia-Pacific, Europe, the Middle East and Africa. Net service sales for the quarter were up from the prior year by $27,199 or 23.8 percent. Excluding the effects of Procomp, total revenue for the first quarter was up 11.2 percent, and service revenue showed an increase of 8.6 percent. Gross profit of $116,823 was $15,735, or 15.6 percent higher than the same quarter last year. Product gross margin, excluding Procomp, of 41.3 percent was
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
As of March 31, 2000
(Unaudited)
(Dollars in thousands except for per share amounts)
Results of Operation (continued)
up from 1999 first quarter gross margin of 40.1 percent, reflecting the higher margins associated with direct international channels. Service gross margin of 29.2 percent, excluding Procomp, was up from 29.1 percent a year ago. Total operating expenses of $67,626 were 19.6 percent of revenue. Excluding Procomp, expenses were 20.4 percent, which was an improvement from 21.0 percent of revenue in 1999. First quarter 2000 miscellaneous, net was down from the same quarter in the prior year by $7,100, primarily due to the amortization of goodwill from Procomp, and an increase in interest on short-term debt. Net income was up by 7.3 percent over first quarter 1999 net income resulting in first quarter diluted earnings per share of $0.44. Excluding the anticipated dilutive effect of Procomp, earnings per share were $0.46.
Segment Information
NASS customer revenues of $234,738 increased by $10,137, or 4.5 percent from the first quarter 1999 of $224,601. U.S. product revenue increased 12.9 percent, while Canada decreased 87.8 percent. The decrease in Canada is a result of nonrecurring revenue from first quarter 1999 and continued challenges in replacing the IBM sales channel. Operating profits for the same period were down by $4,546, or 11.9 percent. Service performance, specifically a shortfall in NASS service revenue negatively impacted profit for the quarter.
ISS customer revenue was up for the first quarter of 2000 over the same quarter of 1999 by $47,400, or 91.4 percent. ISS product revenue showed dramatic improvement, evidenced by 124.3 percent product revenue growth generated in Asia-Pacific. Europe, the Middle East and Africa showed an increase of 96.7 percent in product revenue over the same quarter 1999. Latin America decreased 23.3 percent, excluding Procomp, due to a comparison with the 1999 first quarter shipment of a very large order in Venezuela.
The segment called Other showed an increase in customer revenues of $4,174, or 68.1 percent for the first quarter 2000 over the same quarter 1999. The segment showed an operating loss of $423 for the first quarter of 2000.
Year 2000 Disclosure
The Registrant was well prepared for year 2000 and experienced no major problems with its internal systems or in products purchased from suppliers used in manufacturing and service of its customers. Registrant’s web page (www.diebold.com) gave information to customers on year 2000 compliance of products and was a frequently used resource. As required, the Registrant expensed as incurred all costs associated with year 2000 issues. The costs did not have a material effect on the Registrant’s financial position or results of operations.
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
As of March 31, 2000
(Unaudited)
(Dollars in thousands except for per share amounts)
New Accounting Pronouncements For 2001
In June 1998, the FASB issued Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Registrant will adopt Statement No. 133 as required for its first quarterly filing of fiscal year 2001.
Forward-Looking Statement Disclosure
In the Registrant’s written or oral statements, the use of the words “believes,” “anticipates,” “expects” and similar verbs is intended to identify forward-looking statements which have been made and may in the future be made by or on behalf of the Registrant, including statements concerning future operating performance, the Registrant’s share of new and existing markets, and the Registrant’s short- and long-term revenue and earnings growth rates. The Registrant gives no assurance that its goals will be realized, and it is under no obligation to report changes to its outlook. Readers are cautioned not to place undue reliance on these forward-looking statements. The Registrant’s uncertainties could cause actual results to differ materially from those anticipated in forward-looking statements. These include, but are not limited to:
| • | competitive pressures, including pricing pressures and technological developments; | |
| • | changes in the Registrant’s relationships with customers, suppliers, distributors, and/or partners in its business ventures; | |
| • | changes in political, economic, or other factors such as currency exchange rates, inflation rates, recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of Registrant’s operations, including Brazil, where a significant portion of the Registrant’s revenue is derived; | |
| • | acceptance of the Registrant’s product and technology introductions in the marketplace; | |
| • | unanticipated litigation, claims or assessments; and | |
| • | successfully and quickly integrating the Procomp, Bull and Getronics acquisitions into the Registrant’s operations. |
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
| The Registrant does not have material exposure to interest rate risk, foreign currency exchange rate risk or commodity price risk. As the Registrant continues to expand internationally, it expects market risks to have a greater impact on its financial position and results of operation. |
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
| The Registrant’s annual meeting of shareholders was held on April 19, 2000. Each matter voted upon at such meeting and the number of shares cast for, against or withheld, and abstained are as follows: |
| 1. Election of Directors |
| For | Withheld | |||||||
| Louis V. Bockius III | 60,830,944 | 2,161,594 | ||||||
| Richard L. Crandall | 60,829,393 | 2,163,145 | ||||||
| Gale S. Fitzgerald | 61,160,110 | 1,832,428 | ||||||
| Donald R. Gant | 60,734,816 | 2,257,722 | ||||||
| L. Lindsey Halstead | 61,159,014 | 1,833,524 | ||||||
| Phillip B. Lassiter | 61,198,272 | 1,794,266 | ||||||
| John N. Lauer | 61,193,047 | 1,799,491 | ||||||
| William F. Massy | 61,167,526 | 1,825,012 | ||||||
| Walden W. O’Dell | 61,212,110 | 1,780,428 | ||||||
| W. R. Timken, Jr. | 61,187,421 | 1,805,117 | ||||||
| Patrick J. Lysobey | 12,100 | — | ||||||
| 2. Ratification of Appointment of KPMG LLP as Independent Auditors for 2000 |
| For | Against | Abstained | ||
| 62,516,416 | 222,216 | 253,906 |
| There were no broker non-votes. |
ITEM 5. OTHER INFORMATION
| Subsequent Events (Dollars in thousands) | |
| On April 17, 2000, the Registrant announced the successful completion of its acquisition of the financial self-service assets and related development activities of European-based Groupe Bull and Getronics NV. The businesses acquired include ATMs, cash dispensers, other self-service terminals and related services primarily for the global banking industry. The acquisition was completed for approximately $160,000. As part of the transaction, the Registrant acquired approximately 1,300 new employees in the areas of sales, service, management and manufacturing. |
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| (a) | Exhibits | |||||
| 3.1 | (i) | Amended and Restated Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.1(i) of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 | ||||
| 3.1 | (ii) | Code of Regulations — incorporated by reference to Exhibit 4(c) to Registrant’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-32960. | ||||
| 3.2 | Certificate of Amendment by Shareholders to Amended Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q for the quarter ended March 31, 1996. | |||||
| 3.3 | Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.3 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998. | |||||
| 4. | Rights Agreement dated as of February 11, 1999 between Diebold, Incorporated and the Bank of New York — incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form 8-A dated February 11, 1999. | |||||
| *10.1 | Form of Employment Agreement as amended and restated as of September 13, 1990 — incorporated by reference to Exhibit 10.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990. | |||||
| *10.2 | Schedule of Certain Officers who are Parties to Employment Agreements in the form of Exhibit 10.1 — incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-K for the year ended December 31, 1999. | |||||
| *10.5 | (i) | Supplemental Employee Retirement Plan (as amended January 1, 1994) — incorporated by reference to Exhibit 10.5 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994. | ||||
| *10.5 | (ii) | Amendment No. 1 to the Amended and Restated Supplemental Retirement Plan — incorporated by reference to Exhibit 10.5 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | ||||
| *10.7 | (i) | 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992. | ||||
| *10.7 | (ii) | Amendment No. 1 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | ||||
| *10.8 | (i) | 1991 Equity and Performance Incentive Plan as Amended and Restated — incorporated by reference to Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended March 31, 1997. | ||||
| * | Reflects management contract or other compensatory arrangement. |
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| (a) | Exhibits (Continued) | |||||
| *10.8 | (ii) | Amendment No. 1 to the 1991 Equity and Performance Incentive Plan as Amended and Restated — incorporated by reference to Exhibit 10.8 (ii) to the Registrant’s Form 10-Q for the quarter ended September 30, 1998. | ||||
| *10.8 | (iii) | Amendment No. 2 to the 1991 Equity and Performance Incentive Plan as Amended and Restated — incorporated by reference to Exhibit 10.8 (iii) to the Registrant’s Form 10-Q for the quarter ended June 30, 1999. | ||||
| *10.9 | Long-Term Executive Incentive Plan — incorporated by reference to Exhibit 10.9 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993. | |||||
| *10.10 | (i) | 1992 Deferred Incentive Compensation Plan (as amended and restated as of July 1, 1993) — incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993. | ||||
| *10.10 | (ii) | Amendment No. 1 to the Amended and Restated 1992 Deferred Incentive Compensation Plan — incorporated by reference to Exhibit 10.10 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | ||||
| *10.10 | (iii) | Amendment No. 2 to the Amended and Restated 1992 Deferred Incentive Compensation Plan — incorporated by reference to Exhibit 10.10 (iii) to Registrant’s Form 10-Q for the quarter ended September 30, 1998. | ||||
| *10.11 | Annual Incentive Plan — incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992. | |||||
| *10.13 | (i) | Forms of Deferred Compensation Agreement and Amendment No. 1 to Deferred Compensation Agreement — incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996. | ||||
| *10.13 | (ii) | Section 162(m) Deferred Compensation Agreement (as amended and restated January 29, 1998) — incorporated by reference to Exhibit 10.13 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | ||||
| *10.14 | Deferral of Stock Option Gains Plan — incorporated by reference to Exhibit 10.14 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998. | |||||
| *10.15 | Employment Agreement with Walden W. O’Dell – incorporated by reference to Exhibit 10.15 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 | |||||
| *10.16 | Separation Agreement with Gerald F. Morris — incorporated by reference to Exhibit 10.16 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999. | |||||
| * | Reflects management contract or other compensatory arrangement. |
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| (a) | Exhibits (Continued) | |
| 10.17 | Loan Agreement dated as of December 1, 1999 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent — incorporated by reference to Exhibit 10.17 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999. | |
| 27. | Financial Data Schedule. | |
| (b) | Reports on Form 8-K. | |
| Registrant filed a Form 8-K/A on January 4, 2000 reporting the Stock Purchase Agreement between the Registrant and Procomp Amazonia Industria Eletronica S.A., effective as of October 21, 1999 |
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
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.
| DIEBOLD, INCORPORATED | ||||||||||
| (Registrant) | ||||||||||
| Date : | April 27, 2000 | By: | /s/ Walden W. O’Dell | |||||||
| Walden W. O’Dell | ||||||||||
| Chairman of the Board, President and Chief Executive Officer |
||||||||||
| Date : | April 27, 2000 | By: | /s/ Gregory T. Geswein | |||||||
| Gregory T. Geswein | ||||||||||
| Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX TO EXHIBITS
| EXHIBIT NO. | PAGE NO. | |||||
| 3.1 | (i) | Amended and Restated Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.1(i) of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 | — | |||
| 3.1 | (ii) | Code of Regulations — incorporated by reference to Exhibit 4(c) to Registrant’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-32960. | — | |||
| 3.2 | Certificate of Amendment by Shareholders to Amended Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.2 to Registrant’s Form 10-Q for the quarter ended March 31, 1996. | — | ||||
| 3.3 | Certificate of Amendment to Amended Articles of Incorporation of Diebold, Incorporated — incorporated by reference to Exhibit 3.3 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998. | — | ||||
| 4. | Rights Agreement dated as of February 11, 1999 between Diebold, Incorporated and the Bank of New York — incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form 8-A dated February 11, 1999. | — | ||||
| *10.1 | Form of Employment Agreement as amended and restated as of September 13, 1990 — incorporated by reference to Exhibit 10.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990. | — | ||||
| *10.2 | Schedule of Certain Officers who are Parties to Employment Agreements in the form of Exhibit 10.1 — incorporated by reference to Exhibit 10.2 to Registrant’s Form 10-K for the year ended December 31, 1999. | — | ||||
| *10.5 | (i) | Supplemental Employee Retirement Plan (as amended January 1, 1994) — incorporated by reference to Exhibit 10.5 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994. | — | |||
| *10.5 | (ii) | Amendment No. 1 to the Amended and Restated Supplemental Retirement Plan — incorporated by reference to Exhibit 10.5 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | — | |||
| *10.7 | (i) | 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992. | — | |||
| *10.7 | (ii) | Amendment No. 1 to the Amended and Restated 1985 Deferred Compensation Plan for Directors of Diebold, Incorporated — incorporated by reference to Exhibit 10.7 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | — | |||
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX TO EXHIBITS (continued)
| EXHIBIT NO. | PAGE NO. | |||||
| *10.8 | (i) | 1991 Equity and Performance Incentive Plan as Amended and Restated — incorporated by reference to Exhibit 10.8 to Registrant’s Form 10-Q for the quarter ended March 31, 1997. | — | |||
| *10.8 | (ii) | Amendment No. 1 to the 1991 Equity and Performance Incentive Plan as Amended and Restated — incorporated by reference to Exhibit 10.8 (ii) to the Registrant’s Form 10-Q for the quarter ended September 30, 1998. | — | |||
| *10.8 | (iii) | Amendment No. 2 to the 1991 Equity and Performance Incentive Plan as Amended and Restated — incorporated by reference to Exhibit 10.8 (iii) to Registrant’s Form 10-Q for the quarter ended June 30, 1999. | — | |||
| *10.9 | Long-Term Executive Incentive Plan — incorporated by reference to Exhibit 10.9 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993. | — | ||||
| *10.10 | (i) | 1992 Deferred Incentive Compensation Plan (as amended and restated as of July 1, 1993) — incorporated by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993. | — | |||
| *10.10 | (ii) | Amendment No. 1 to the Amended and Restated 1992 Deferred Incentive Compensation Plan — incorporated by reference to Exhibit 10.10 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | — | |||
| *10.10 | (iii) | Amendment No. 2 to the Amended and Restated 1992 Deferred Incentive Compensation Plan — incorporated by reference to Exhibit 10.10 (iii) to Registrant’s Form 10-Q for the quarter ended September 30, 1998. | — | |||
| *10.11 | Annual Incentive Plan — incorporated by reference to Exhibit 10.11 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992. | — | ||||
| *10.13 | (i) | Forms of Deferred Compensation Agreement and Amendment No. 1 to Deferred Compensation Agreement — incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996. | — | |||
| *10.13 | (ii) | Section 162(m) Deferred Compensation Agreement (as amended and restated January 29, 1998) — incorporated by reference to Exhibit 10.13 (ii) to Registrant’s Form 10-Q for the quarter ended March 31, 1998. | — | |||
| *10.14 | Deferral of Stock Option Gains Plan — incorporated by reference to Exhibit 10.14 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998. | — | ||||
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX TO EXHIBITS (continued)
| EXHIBIT NO. | PAGE NO. | |||||||
| *10.15 | Employment Agreement with Walden W. O’Dell — incorporated by reference to Exhibit 10.15 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999. | — | ||||||
| *10.16 | Separation Agreement with Gerald. F. Morris — incorporated by reference to Exhibit 10.16 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999. | — | ||||||
| 10.17 | Loan Agreement dated as of December 1, 1999 among Diebold, Incorporated, the Subsidiary Borrowers, the Lenders and Bank One, Michigan as Agent — incorporated by reference to Exhibit 10.17 of Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999. | — | ||||||
| 27. | Financial Data Schedule. | 21 | ||||||
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