SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
| (X) | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended June 30, 2000 | ||
OR
| ( ) | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from ..........to........... | ||
| Commission file number1-4879 | ||
(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) |
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 August 10, 2000 | |
| Common Shares $1.25 Par Value | 71,261,973 Shares | |
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX
| Page No. | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
| ITEM 1. Financial Statements | ||||||
| Condensed Consolidated Balance Sheets - | ||||||
| June 30, 2000 and December 31, 1999 | 3 | |||||
| Condensed Consolidated Statements of Income - | ||||||
| Three Months and Six Months Ended June 30, 2000 and 1999 | 4 | |||||
| Condensed Consolidated Statements of Cash Flows - | ||||||
| Six Months Ended June 30, 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 | 14 | |||||
| PART II. OTHER INFORMATION | ||||||
| ITEM 6. Exhibits and Reports on Form 8-K | 14 | |||||
| SIGNATURES | 17 | |||||
| INDEX TO EXHIBITS | 18 | |||||
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART I – FINANCIAL INFORMATION
(Dollars in thousands)
| (Unaudited) | December 31, | ||||||||||
| June 30, 2000 | 1999 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 38,027 | $ | 27,299 | |||||||
| Short-term investments | 24,330 | 57,348 | |||||||||
| Trade and notes receivable | 447,507 | 325,793 | |||||||||
| Inventories | 235,258 | 169,785 | |||||||||
| Prepaid expenses and other current assets | 91,160 | 67,711 | |||||||||
| Total current assets | 836,282 | 647,936 | |||||||||
| Securities and other investments | 161,210 | 175,232 | |||||||||
| Property, plant and equipment, at cost | 344,819 | 320,640 | |||||||||
| Less accumulated depreciation and amortization | 173,931 | 159,916 | |||||||||
| 170,888 | 160,724 | ||||||||||
| Finance receivables | 72,590 | 83,804 | |||||||||
| Goodwill | 297,897 | 160,073 | |||||||||
| Other assets | 84,842 | 71,062 | |||||||||
| $ | 1,623,709 | $ | 1,298,831 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 127,280 | $ | 96,351 | |||||||
| Notes payable | 258,563 | 117,450 | |||||||||
| Estimated income taxes | 30,982 | 13,558 | |||||||||
| Accrued installation costs | 22,320 | 17,420 | |||||||||
| Deferred income | 109,739 | 70,899 | |||||||||
| Other current liabilities | 101,748 | 66,729 | |||||||||
| Total current liabilities | 650,632 | 382,407 | |||||||||
| Bonds payable | 20,800 | 20,800 | |||||||||
| Pensions | 31,886 | 24,309 | |||||||||
| Postretirement benefits | 22,498 | 22,497 | |||||||||
| Minority interest | 5,394 | 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 71,682,057 and 71,482,997 shares, respectively; outstanding 71,251,779 and 71,096,290 shares, respectively | 89,603 | 89,354 | |||||||||
| Additional capital | 90,019 | 87,169 | |||||||||
| Retained earnings | 736,395 | 691,415 | |||||||||
| Treasury shares, at cost (430,278 and 386,707 shares, respectively) | (14,635 | ) | (13,644 | ) | |||||||
| Accumulated other comprehensive income | (4,987 | ) | (5,865 | ) | |||||||
| Other | (3,896 | ) | (4,034 | ) | |||||||
| Total shareholders’ equity | 892,499 | 844,395 | |||||||||
| $ | 1,623,709 | $ | 1,298,831 | ||||||||
See accompanying notes to condensed consolidated financial statements.
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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 | Six Months Ended | ||||||||||||||||
| June 30 | June 30 | ||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | ||||||||||||||
| Net Sales | |||||||||||||||||
| Products | $ | 269,915 | $ | 176,511 | $ | 472,938 | $ | 345,624 | |||||||||
| Services | 172,187 | 120,485 | 313,756 | 234,855 | |||||||||||||
| 442,102 | 296,996 | 786,694 | 580,479 | ||||||||||||||
| Cost of sales | |||||||||||||||||
| Products | 179,483 | 100,708 | 305,191 | 202,052 | |||||||||||||
| Services | 122,684 | 85,282 | 224,745 | 166,333 | |||||||||||||
| 302,167 | 185,990 | 529,936 | 368,385 | ||||||||||||||
| Gross Profit | 139,935 | 111,006 | 256,758 | 212,094 | |||||||||||||
| Selling and administrative expense | 65,394 | 50,711 | 122,150 | 98,168 | |||||||||||||
| Research, development and engineering expense | 12,853 | 13,285 | 23,723 | 25,236 | |||||||||||||
| 78,247 | 63,996 | 145,873 | 123,404 | ||||||||||||||
| Operating Profit | 61,688 | 47,010 | 110,885 | 88,690 | |||||||||||||
| Investment income | 4,596 | 5,373 | 10,497 | 10,166 | |||||||||||||
| Interest expense | (3,929 | ) | (526 | ) | (7,221 | ) | (989 | ) | |||||||||
| Miscellaneous, net | (7,181 | ) | (1,649 | ) | (11,960 | ) | (2,157 | ) | |||||||||
| Minority interest | (882 | ) | (505 | ) | (1,252 | ) | (143 | ) | |||||||||
| Income before taxes | 54,292 | 49,703 | 100,949 | 95,567 | |||||||||||||
| Taxes on income | (18,459 | ) | (18,142 | ) | (33,856 | ) | (34,882 | ) | |||||||||
| Net income | $ | 35,833 | $ | 31,561 | $ | 67,093 | $ | 60,685 | |||||||||
| Basic weighted-average shares outstanding | 71,223 | 68,949 | 71,176 | 68,938 | |||||||||||||
| Diluted weighted-average shares outstanding | 71,449 | 69,147 | 71,360 | 69,161 | |||||||||||||
| Basic earnings per share | $ | 0.50 | $ | 0.46 | $ | 0.94 | $ | 0.88 | |||||||||
| Diluted earnings per share | $ | 0.50 | $ | 0.46 | $ | 0.94 | $ | 0.88 | |||||||||
| Cash dividends paid per Common Share | $ | 0.155 | $ | 0.150 | $ | 0.310 | $ | 0.300 | |||||||||
See accompanying notes to condensed consolidated financial statements.
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
| Six Months Ended June 30, | |||||||||||
| 2000 | 1999 | ||||||||||
| Cash flow from operating activities: | |||||||||||
| Net income | $ | 67,093 | $ | 60,685 | |||||||
| Adjustments to reconcile net income to cash provided by operating activities | |||||||||||
| Minority share of income | 1,252 | 143 | |||||||||
| Depreciation | 15,584 | 12,377 | |||||||||
| Other charges and amortization | 17,535 | 7,469 | |||||||||
| Cash used by changes in certain assets and liabilities | |||||||||||
| Trade and notes receivable | (76,424 | ) | (34,729 | ) | |||||||
| Inventories | (36,694 | ) | 245 | ||||||||
| Prepaid expenses and other current assets | (9,888 | ) | (3,809 | ) | |||||||
| Accounts payable | (6,010 | ) | (10,767 | ) | |||||||
| Deferred income | 24,087 | 30,268 | |||||||||
| Other | 19,912 | 16,810 | |||||||||
| Net cash provided by operating activities | 16,447 | 78,692 | |||||||||
| Cash flow from investing activities: | |||||||||||
| Payments for acquisitions, net of cash acquired | (143,137 | ) | — | ||||||||
| Proceeds from maturities and sale of investments | 61,265 | 24,541 | |||||||||
| Payments for purchases of investments | (14,258 | ) | (91,135 | ) | |||||||
| Capital expenditures | (16,590 | ) | (8,091 | ) | |||||||
| Decrease in net finance receivables | 46 | 3,844 | |||||||||
| Increase in certain other assets | (14,498 | ) | (8,765 | ) | |||||||
| Other | 176 | — | |||||||||
| Net cash used by investing activities | (126,996 | ) | (79,606 | ) | |||||||
| Cash flow from financing activities: | |||||||||||
| Dividends paid | (22,113 | ) | (20,682 | ) | |||||||
| Distribution of affiliate’s earnings to minority interest holder | (281 | ) | (1,000 | ) | |||||||
| Proceeds from short-term borrowings | 141,563 | — | |||||||||
| Issuance and repurchase of Common shares | 2,108 | 1,379 | |||||||||
| Other | — | 473 | |||||||||
| Net cash provided/(used) by financing activities | 121,277 | (19,830 | ) | ||||||||
| Increase/(decrease) in cash and cash equivalents | 10,728 | (20,744 | ) | ||||||||
| Cash and cash equivalents at the beginning of the period | 27,299 | 42,540 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 38,027 | $ | 21,796 | |||||||
See accompanying notes to condensed consolidated financial statements.
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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 six-month period ended June 30, 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 | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2000 | 1999 | 2000 | 1999 | |||||||||||||
| Numerator: | ||||||||||||||||
| Income used in basic and diluted earnings per share | $ | 35,833 | $ | 31,561 | $ | 67,093 | $ | 60,685 | ||||||||
| Denominator: | ||||||||||||||||
| Basic weighted-average shares | 71,223 | 68,949 | 71,176 | 68,938 | ||||||||||||
| Effect of dilutive fixed stock options | 226 | 198 | 184 | 223 | ||||||||||||
| Diluted weighted-average shares | 71,449 | 69,147 | 71,360 | 69,161 | ||||||||||||
| Basic earnings per share | $ | 0.50 | $ | 0.46 | $ | 0.94 | $ | 0.88 | ||||||||
| Diluted earnings per share | $ | 0.50 | $ | 0.46 | $ | 0.94 | $ | 0.88 | ||||||||
| Anti-dilutive shares not used in calculating diluted weighted-average shares | 1,358 | 1,408 | 1,387 | 1,356 | ||||||||||||
| 3. Inventory detail at: | June 30, 2000 | December 31, 1999 | ||||||
| Finished goods and service parts | $ | 82,680 | $ | 55,433 | ||||
| Work in process | 152,519 | 114,300 | ||||||
| Raw materials | 59 | 52 | ||||||
| Total Inventory | $ | 235,258 | $ | 169,785 | ||||
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(In thousands)
| 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 Statement 52), pensions (under Statement 87) and unrealized holding gains and losses on available-for-sale securities (under Statement 115). Comprehensive income for the three months ended June 30, 2000 and 1999 was $32,785 and $31,101, respectively. Comprehensive income for the six months ended June 30, 2000 and 1999 was $67,971 and $59,745, 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. | |
| 7. | 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 $90,000 and 400,000 French Francs (translation $58,080). The majority of subsidiaries of Groupe Bull and Getronics NV have been acquired and consolidated. The remaining subsidiaries will be consolidated upon completion of the legal closing. |
| The acquisition has been accounted for as a purchase business combination and, accordingly, the purchase price has been allocated to identifiable tangible and intangible assets acquired and liabilities assumed, based upon their respective fair values, with the excess allocated to goodwill to be amortized over the estimated economic life from the date of acquisition. |
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(In thousands)
| NASS | ISS | Other | Total | |||||||||||||
| Segment Information by Channel for the three month period ending June 30, 2000: | ||||||||||||||||
| Customer revenues | $ | 239,983 | $ | 190,385 | $ | 11,745 | $ | 442,113 | ||||||||
| Intersegment revenues | 5,238 | — | 1,777 | 7,015 | ||||||||||||
| Operating profit | 38,832 | 13,593 | 557 | 52,982 | ||||||||||||
| Segment Information by Channel for the three month period ending June 30, 1999: | ||||||||||||||||
| Customer revenues | $ | 232,230 | $ | 55,498 | $ | 9,718 | $ | 297,446 | ||||||||
| Intersegment revenues | 4,757 | (94 | ) | 3,959 | 8,622 | |||||||||||
| Operating profit/(loss) | 36,208 | 5,470 | (915 | ) | 40,763 | |||||||||||
| NASS | ISS | Other | Total | |||||||||||||
| Segment Information by Channel for the six month period ending June 30, 2000: | ||||||||||||||||
| Customer revenues | $ | 474,721 | $ | 289,649 | $ | 22,046 | $ | 786,416 | ||||||||
| Intersegment revenues | 10,274 | — | 3,245 | 13,519 | ||||||||||||
| Operating profit | 72,361 | 14,972 | 134 | 87,467 | ||||||||||||
| Segment Information by Channel for the six month period ending June 30, 1999: | ||||||||||||||||
| Customer revenues | $ | 456,831 | $ | 107,362 | $ | 15,845 | $ | 580,038 | ||||||||
| Intersegment revenues | 5,473 | (284 | ) | 5,729 | 10,918 | |||||||||||
| Operating profit/(loss) | 74,283 | 5,511 | (3,441 | ) | 76,353 | |||||||||||
Reconciliation of Segment Information to Condensed Consolidated Statements of Income
| For the three month period ending June 30: | |||||||||||||||||||||||||
| 2000 | 1999 | ||||||||||||||||||||||||
| Inter- | Inter- | ||||||||||||||||||||||||
| Customer | segment | Operating | Customer | segment | Operating | ||||||||||||||||||||
| Revenues | Revenues | Profit | Revenues | Revenues | Profit | ||||||||||||||||||||
| Total segment information | $ | 442,113 | $ | 7,015 | $ | 52,982 | $ | 297,446 | $ | 8,622 | $ | 40,763 | |||||||||||||
| Adjustments: | |||||||||||||||||||||||||
| Manufacturing | 169 | 146,263 | 14,001 | (298 | ) | 162,257 | 17,361 | ||||||||||||||||||
| Corporate | (180 | ) | 526 | (5,295 | ) | (152 | ) | 305 | (11,114 | ) | |||||||||||||||
| Eliminations | — | (153,804 | ) | — | — | (171,184 | ) | — | |||||||||||||||||
| Total adjustments | (11 | ) | (7,015 | ) | 8,706 | (450 | ) | (8,622 | ) | 6,247 | |||||||||||||||
| Consolidated Statements of Income | $ | 442,102 | $ | — | $ | 61,688 | $ | 296,996 | $ | — | $ | 47,010 | |||||||||||||
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(In thousands)
Reconciliation of Segment Information to Condensed Consolidated Statements of Income (continued)
| For the six month period ending June 30: | |||||||||||||||||||||||||
| 2000 | 1999 | ||||||||||||||||||||||||
| Inter- | Inter- | ||||||||||||||||||||||||
| Customer | segment | Operating | Customer | segment | Operating | ||||||||||||||||||||
| Revenues | Revenues | Profit | Revenues | Revenues | Profit | ||||||||||||||||||||
| Total segment information | $ | 786,416 | $ | 13,519 | $ | 87,467 | $ | 580,038 | $ | 10,918 | $ | 76,353 | |||||||||||||
| Adjustments: | |||||||||||||||||||||||||
| Manufacturing | 282 | 308,740 | 33,929 | 208 | 311,677 | 34,572 | |||||||||||||||||||
| Corporate | (4 | ) | 740 | (10,511 | ) | 233 | 1,803 | (22,235 | ) | ||||||||||||||||
| Eliminations | — | (322,999 | ) | — | — | (324,398 | ) | — | |||||||||||||||||
| Total adjustments | 278 | (13,519 | ) | 23,418 | 441 | (10,918 | ) | 12,337 | |||||||||||||||||
| Consolidated Statements of Income | $ | 786,694 | $ | — | $ | 110,885 | $ | 580,479 | $ | — | $ | 88,690 | |||||||||||||
Product Revenue by Geography
| For the three month period ending June 30: | For the six month period ending June 30: | ||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | ||||||||||||||
| United States | $ | 139,290 | $ | 128,096 | $ | 278,085 | $ | 251,029 | |||||||||
| Canada | 786 | 7,454 | 1,705 | 15,013 | |||||||||||||
| Asia-Pacific | 14,761 | 12,102 | 25,396 | 16,843 | |||||||||||||
| Europe, Middle East and Africa | 42,995 | 13,341 | 60,678 | 22,332 | |||||||||||||
| Latin America | 72,083 | 15,518 | 107,074 | 40,407 | |||||||||||||
| Total product revenue | $ | 269,915 | $ | 176,511 | $ | 472,938 | $ | 345,624 | |||||||||
Total Revenue Domestic vs. International
| For the three month period ending June 30: | For the six month period ending June 30: | ||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | ||||||||||||||
| Domestic | $ | 250,363 | $ | 233,091 | $ | 494,133 | $ | 456,245 | |||||||||
| Percentage of total revenue | 56.6 | % | 78.5 | % | 62.8 | % | 78.6 | % | |||||||||
| International | 191,739 | 63,905 | 292,561 | 124,234 | |||||||||||||
| Percentage of total revenue | 43.4 | % | 21.5 | % | 37.2 | % | 21.4 | % | |||||||||
| Total revenue | $ | 442,102 | $ | 296,996 | $ | 786,694 | $ | 580,479 | |||||||||
Total Revenue by Product /Service Solution
| For the three month period ending June 30: | For the six month period ending June 30: | ||||||||||||||||
| 2000 | 1999 | 2000 | 1999 | ||||||||||||||
| Self-service solutions | $ | 159,660 | $ | 123,582 | $ | 295,178 | $ | 244,881 | |||||||||
| Security solutions | 49,025 | 44,573 | 91,620 | 84,660 | |||||||||||||
| Other hardware solutions | 48,829 | — | 65,299 | — | |||||||||||||
| Professional and special services | 12,401 | 8,356 | 20,841 | 16,083 | |||||||||||||
| Custom maintenance services | 172,187 | 120,485 | 313,756 | 234,855 | |||||||||||||
| Total revenue | $ | 442,102 | $ | 296,996 | $ | 786,694 | $ | 580,479 | |||||||||
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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 June 30, 2000
(Unaudited)
(Dollars in thousands except for per share amounts)
Acquisition
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 $90,000 and 400,000 French Francs (translation $58,080). The majority of subsidiaries of Groupe Bull and Getronics NV have been acquired and consolidated. The remaining subsidiaries will be consolidated upon completion of the legal closing.
The acquisition has been accounted for as a purchase business combination and, accordingly, the purchase price has been allocated to identifiable tangible and intangible assets acquired and liabilities assumed, based upon their respective fair values, with the excess allocated to goodwill to be amortized over the estimated economic life from the date of acquisition.
Changes in Financial Condition
Total assets for the second quarter ended June 30, 2000 were $1,623,709, up $324,878, or 25.0 percent from December 31, 1999. Of the $324,878 increase in total assets, $236,814 are assets related to the European acquisition. Total current assets are up $188,346: trade and notes receivable are up $121,714, inventories are up by $65,473, and prepaid expenses and other current assets are up $23,449, while short-term investments are down $33,018. The European acquisition accounts for $80,696 of the increase in total current assets: 55.5 percent of the $80,696 is trade receivables, 35.7 percent is inventory, and the other 8.8 percent is made up of cash, cash equivalents and other current assets. Net property, plant and equipment is up $10,164 and other assets are up $13,780. Marketable securities and other investments are down $14,022.
Total liabilities of $731,210 are up $276,774 from December 31, 1999. The European acquisition accounts for 33.0 percent, or $91,222 of this increase. Current liabilities in total are up $268,225: deferred income is up $38,840, accounts payable are up $30,929, and current notes payable increased $141,113. $128,868 of the increase in current notes payable is attributable to borrowings that were used to fund the Registrant’s European acquisition. The European acquisition accounted for $14,753 and $35,189 of the increase in deferred income and accounts payable, respectively. The Registrant’s current asset to current liability ratio dropped to 1.3 at June 30, 2000 versus 1.7 at December 31, 1999.
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As of June 30, 2000
(Unaudited)
(Dollars in thousands except for per share amounts)
Changes in Financial Condition (continued)
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 June 30, 2000, the Registrant’s bank credit lines approximated $255,000, and EUR 100,000 (translation $95,480) with various institutions. The Registrant had $197,048 and EUR 64,427 (translation $61,515) outstanding borrowings at June 30, 2000 under these agreements, with an average short-term rate of 6.97 percent US dollar, and 4.76 percent EUR. The balance in these lines of credit represents an additional and immediate source of liquidity.
Shareholders’ equity is up $48,104 over December 31, 1999, with retained earnings up $44,980, and net stock related activity was an increase to equity of $2,108, and accumulated other comprehensive income decreased by $878. Shareholders’ equity per Common Share at June 30, 2000 increased to $12.53 from $11.88 at December 31, 1999. The second quarter cash dividend of $0.155 per share was paid 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 six months of 2000 fluctuated within the range of $21.50 and $32.88.
Results of Operation
Second Quarter 2000 Comparison to Second Quarter 1999
Overall, net sales for the second quarter of 2000 increased from the same period in 1999 by $145,106 or 48.9 percent. Excluding the acquisitions in Europe (April 2000) and Brazil (November 1999) and prior year trade sales to Procomp, net sales increased 7.8 percent. Total product revenue showed an increase of $93,404, or 52.9 percent over the second quarter of 1999. Service revenue, excluding acquisitions, increased by $11,994, or 10.0 percent, reflecting the Registrant’s strategic emphasis on providing a greater mix of value-added services to its customers. The Registrant’s security business increased by $4,452, or 10.0 percent largely due to growing opportunities in emerging markets, such as retail, and increased share in established markets. Gross profit of $139,935 was $28,929, or 26.1 percent higher than the same quarter last year. Product gross margin, excluding the acquisitions, of 40.1 percent was down from 1999 second quarter gross margin of 42.9 percent, reflecting the current revenue mix. However, service gross margin of 32.8 percent, excluding the acquisitions, was up from 29.2 percent a year ago, offsetting the lower product gross margin. Total operating expenses were 17.7 percent of revenue. Excluding the acquisitions, expenses were 20.1 percent, which was an improvement from 21.5 percent of revenue in 1999. Operating profit was 14.0 percent of revenue. Excluding the acquisitions, operating profit was 16.9 percent of revenue, up from 15.8 percent from 1999. Second quarter 2000 miscellaneous, net expense was up from the same quarter in the prior year by $5,532, primarily due to the amortization of goodwill from acquisitions. Interest expense is largely related to interest on borrowings to fund acquisitions and has increased $3,403 over the second quarter of 1999. Net income of $35,833 was up by 13.5 percent over second quarter 1999 net income of $31,561 resulting in second quarter diluted earnings per share of $0.50. Excluding the effect of acquisitions, earnings per share for the second quarter of 2000 was $0.51.
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
As of June 30, 2000
(Unaudited)
(Dollars in thousands except for per share amounts)
Results of Operation (continued)
First Half 2000 Comparison to First Half 1999
Consolidated net sales of $786,694 for the first half of 2000 were up by $206,215, or 35.5 percent from the same period in 1999. The acquisitions in Brazil and Europe increased net sales by $165,693, of which 65.6 percent was product. Consolidated product sales were up $127,314, or 36.8 percent, while service sales for the half were up from the prior year by $78,901 or 33.6 percent. Total consolidated gross profit for the six months ended June 30, 2000 increased $44,664, or 21.1% year over year. Gross margin percentage excluding acquisitions increased slightly from 36.5% in 1999 to 36.7% in 2000. Product gross margin of 35.5 percent was a decrease from the first half of 1999 gross margin of 41.5 percent. Service gross margin of 28.4 percent was also down from 29.2 percent for the first half of 1999. Total operating expenses of $145,873 are lower as a percent of revenue versus 1999 (18.5 percent in 2000 versus 21.3 percent in the same period 1999.) Excluding the acquisitions, operating profit was 16.5 percent of revenue, while in total the Registrant’s consolidated operating profit was 14.1 percent for the first half of 2000. This compares to operating profit for the first half of 1999 of 15.3 percent of revenue. Consolidated net income of $67,093 was favorable by 10.6 percent over first half 1999 net income, resulting in first half diluted earnings per share of $0.94, an increase of 6.8 percent over $0.88 in 1999.
Segment Information
NASS customer revenues of $239,983 for the three month period ending June 30, 2000 increased by $7,753, or 3.3 percent from the same period of 1999. U.S. product revenue increased 8.7 percent, while Canada decreased 89.5 percent. The decrease in Canada is a result of continued challenges in replacing the IBM sales channel. NASS operating profits for the same period were up by $2,624, or 7.2 percent.
ISS customer revenue was up for the second quarter of 2000 over the same quarter of 1999 by $134,887, or 243.0 percent. Asia-Pacific product revenue increased $ 2,659, or 22.0 percent; while Europe, the Middle East and Africa product revenue increased $29,654, or 222.3 percent, reflecting positive results generated by recently formed direct sales channels as a result of the acquisition in Europe. Latin America increased by $56,565, or 364.5 percent, largely due to an increase in revenue resulting from the Brazilian acquisition.
The Other segment showed an increase in customer revenues of $2,027, or 20.9 percent for the second quarter 2000 over the same quarter 1999. The segment showed operating profit of $557, an increase over the $915 loss for the same period in 1999.
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Table of Contents
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
As of June 30, 2000
(Unaudited)
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.
New Accounting Pronouncements
In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition.” SAB 101 does not change existing accounting literature on revenue recognition, but rather explains the SEC staff’s general framework for revenue recognition. SAB 101 states that changes in accounting to apply the guidance in SAB 101 may be accounted for as a change in accounting principle. Through issuance of SAB 101B, the change in accounting principle must be recorded by the fourth quarter 2000. The Registrant is currently recognizing revenue consistent with its contract terms and policies and is currently reviewing its recognition practices to determine the impact, if any, on the Registrant’s results of operations. 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:
| • | competitiveness 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 the 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 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
As of June 30, 2000
(Unaudited)
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 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. | ||
| * | 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) | |||
| *10.5 | (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. | ||
| *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. | ||
| * | 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) | |||
| *10.13 | (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. | |||
| 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. | |||
| * | Reflects management contract or other compensatory arrangement. | |||
| 27. | Financial Data Schedule. | |||
| (b) | Reports on Form 8-K. | |||
| No reports on Form 8-K were filed during the second quarter of 2000. |
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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:August 10, 2000 | By: | /s/ Walden W. O’Dell | ||||
| Walden W. O’Dell | ||||||
| Chairman of the Board, President and | ||||||
| Chief Executive Officer | ||||||
| Date:August 10, 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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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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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 Exhibit10.8 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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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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