Diebold 1999 Annual Report
Contents >
 

Note 1:

Summary of Significant Accounting Policies

PRINCIPLES OF CONSOLIDATION The Consolidated Financial Statements include the accounts of the Company and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

STATEMENTS OF CASH FLOWS For the purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents.

INTERNATIONAL OPERATIONS The Company translates the assets and liabilities of its non-U.S. subsidiaries at the exchange rates in effect at year-end and the results of operations at the average rate throughout the year. The translation adjustments are recorded directly as a separate component of shareholders' equity, while transaction gains (losses) are included in net income. Sales to customers outside the United States approximated 25.4 percent of net sales in 1999, 25.1 percent in 1998, and 26.1 percent in 1997.

FINANCIAL INSTRUMENTS The carrying amount of financial instruments including cash and cash equivalents, trade receivables and accounts payable approximated fair value as of December 31, 1999 and 1998, because of the relatively short maturity of these instruments.

TRADE RECEIVABLES AND SALES Revenue, after provision for installation, is generally recognized based on the terms of the sales contracts. The majority of sales contracts for products are written with selling terms "F.O.B. factory." However, certain sales contracts may have other terms such as "F.O.B. destination" or "upon installation." The Company recognizes revenue on these contracts when the appropriate event has occurred. The equipment that is sold is usually shipped and installed within one year. Installation that extends beyond one year is ordinarily attributable to causes not under the control of the Company. Service revenue is recognized in the period service is performed and subject to the individual terms of the service contract.

The concentration of credit risk in the Company's trade receivables with respect to the banking and financial services industries is substantially mitigated by the Company's credit evaluation process, reasonably short collection terms and the geographical dispersion of sales transactions from a large number of individual customers. The Company maintains allowances for potential credit losses, and such losses have been minimal and within management's expectations.

INVENTORIES Inventories are valued at the lower of cost or market applied on a first-in, first-out basis. Cost is determined on the basis of actual cost.

INVESTMENT SECURITIES Investments in debt and equity securities with readily determinable fair values are accounted for at fair value. The Company's investment portfolio is classified as available-for-sale.

DEPRECIATION AND AMORTIZATION Depreciation of property, plant and equipment is computed using the straight-line method for financial statement purposes. Accelerated methods of depreciation are used for federal income tax purposes. Amortization of leasehold improvements is based upon the shorter of original terms of the lease or life of the improvement.

RESEARCH AND DEVELOPMENT Total research and development costs charged to expense were $42,975, $42,946 and $45,184 in 1999, 1998 and 1997, respectively.

IN-PROCESS RESEARCH AND DEVELOPMENT Associated with the acquisition of Nexus Software, Inc. in the last quarter of 1999, the Company wrote off $2,050 of in-process research and development.

GOODWILL Goodwill is the costs in excess of the net assets of acquired businesses. These assets are stated at cost and are amortized ratably over a period not exceeding 20 years. The Company periodically monitors the value of goodwill by assessing whether the asset can be recovered over its remaining useful life through undiscounted cash flows generated by the underlying businesses.

OTHER ASSETS Other assets consist primarily of pension assets, computer software, customer demonstration equipment, deferred tooling and certain other assets. These assets are stated at cost and, if applicable, are amortized ratably over a period of three to five years.

DEFERRED INCOME Deferred income is recognized for customer billings in advance of the period in which the service will be performed and is recognized in income on a straight-line basis over the contract period.

STOCK-BASED COMPENSATION Compensation cost is measured on the date of grant only if the current market price of the underlying stock exceeds the exercise price. The Company provides pro forma net income and pro forma net earnings per share disclosures for employee stock option grants made in 1995 and subsequent years as if the fair value based method had been applied.

TAXES ON INCOME Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

EARNINGS PER SHARE Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if common stock equivalents were exercised and then shared in the earnings of the Company.

COMPREHENSIVE INCOME The Company displays comprehensive income in the Consolidated Statements of Shareholders' Equity and accumulated other comprehensive income separately from retained earnings and additional paid-in-capital in the Consolidated Balance Sheets and Statements of Shareholders' Equity. 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).

Accumulated other comprehensive income (loss) balances for 1999, 1998 and 1997 for foreign currency translations were $464, ($9,094) and ($9,244), for pensions were ($3,502), ($4,116) and ($1,319), and for unrealized holding gains/(losses) on investment securities were ($2,827), $408 and $859, respectively. The related tax (expense) or benefit for adjustments to accumulated other comprehensive income for 1999, 1998 and 1997 for pensions were ($331), $1,506 and ($117) and for unrealized holding gains/(losses) on investment securities were $1,742, $243 and ($179), respectively. Translation adjustments are not booked net of tax. Those adjustments are accounted for under the indefinite reversal criterion of APB Opinion 23, "Accounting for Income Taxes - Special Areas."

USE OF ESTIMATES IN PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS The Company has reclassified the presentation of certain prior-year information to conform with the current presentation format.

Note 2:

Related Party Transactions

INTERBOLD JOINT VENTURE The Consolidated Financial Statements for the periods of January 1 through January 27, 1998, and the entire year of 1997 include the accounts of InterBold, a joint venture between the Company and IBM. The joint venture provided ATMs and other financial self-service systems worldwide.

On January 27, 1998, Diebold completed its purchase of IBM's 30 percent minority interest in InterBold for $16,141. The purchase price represented IBM's tax capital account on July 2, 1997, the date IBM informed Diebold that it was exercising its option to sell its 30 percent minority interest in InterBold to the Company. The Company financed the purchase with its cash reserves.

Note 3:

Investment Securities

At December 31, 1999 and 1998, the investment portfolio was classified as available-for-sale. The marketable debt and equity securities are stated at fair value. The fair value of securities and other investments is estimated based on quoted market prices.


Notes

TO CONSOLIDATED FINANCIAL STATEMENTS

of Financial Condition and Results of Operations

(Dollars in thousands except per share amounts)

The Company's investment securities, excluding insurance contracts, at December 31, are summarized as follows:

 

The contractual maturities of tax-exempt municipal bonds at December 31, 1999 are as follows:

 

Note 4:

Inventories

Major classes of inventories at December 31 are summarized as follows:

 

Note 5:

Property, Plant and Equipment

Property, plant and equipment at December 31, together with annual depreciation and amortization rates, consisted of the following:

 

Note 6:

Finance Receivables

The components of finance receivables for the net investment in sales-type leases are as follows:

 

Future minimum lease receivables due from customers under sales-type leases as of December 31, 1999, are as follows:

 

Note 7:

Short-Term Financing

At December 31, 1999, bank credit lines approximated $245,500 and EUR 100,000 (translation $99,315) with various institutions for short-term financing. The Company had $117,450 outstanding borrowings under these agreements at December 31, 1999 and no outstanding borrowings at December 31, 1998. $450 of the $117,450 outstanding is interest free, while the remaining $117,000 is at an average short-term rate of 6.69 percent. The Company had $128,000 and EUR 100,000 (translation $99,315) credit lines remaining at December 31, 1999.

The Company has informal understandings with certain banks to maintain compensating balances, which are not legally restricted as to withdrawal.

Note 8:

Realignment and Special Charges

In the second quarter of 1998, the Company recognized realignment and special charges of $61,117 ($41,850 after-tax or $0.60 per diluted share) in connection with a corporate-wide realignment program. As expected, the realignment plan concluded as of December 31, 1999. At the conclusion of the plan, $3,261 of the original realignment accrual was brought back through income due to less-than-expected costs for lower-than-expected contractual lease obligations, and for lower-than-expected job eliminations.

Realignment exit costs were accounted for under EITF 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)." Long-lived asset impairments were accounted for under Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets

and for Long-Lived Assets to Be Disposed Of." Inventory charges were taken when it was determined that the utility, as a result of the realignment decisions, was less than the costs for the affected inventory. Special charges of $9,864 mainly represent the write-off of inventory for exited businesses and all other realignment charges of $51,253 were recognized as a separate operating expense in the Consolidated Statements of Income.

Elements of the realignment and special charges were divided into three categories: Facility closing and write-down of assets, employee costs and other exit costs. Facility closing and write-down of assets costs were estimated to be $40,343. Items included in this category were certain impaired intangible assets, mainly relating to the separation from IBM in the InterBold joint venture in 1998, manufacturing assets relating to exited businesses, redundant inventory of exited businesses and contractual costs to exit leased facilities. North American facilities were consolidated and several facilities were closed under the realignment program.

Termination pay and separation costs were estimated to be $8,269. More than 600 employees were estimated to be terminated, and at the conclusion of the realignment plan as of December 31, 1999, 560 jobs had been eliminated. The estimated costs in this category included the termination pay, job outplacement and fringe benefit costs for each eliminated job. Terminations came from all areas of the Company

Other exit costs under the realignment program were estimated to be $12,505. These costs included legal, insurance and communications costs and the write-off of accounts receivable relating to exited businesses.

Assets relating to the realignment were written down or scrapped. Costs from the realignment were paid from operating funds over the term of the realignment plan. The entire realignment plan was completed as of December 31, 1999.

The following table shows the realignment charge and accrual and all activity through December 31, 1999:

 


Notes

TO CONSOLIDATED FINANCIAL STATEMENTS

of Financial Condition and Results of Operations

(Dollars in thousands except per share amounts)

Note 9:

Bonds Payable

Bonds payable at December 31 consisted of the following:

 

 

 

 

In 1997, three industrial development revenue bonds were issued on behalf of the Company. The proceeds from the bond issuances were used to construct new manufacturing facilities in Danville and Staunton, Virginia and Lexington, North Carolina. The Company guaranteed the payments of principal and interest on the bonds by obtaining letters of credit. Each industrial development revenue bond carries a variable interest rate, which is reset weekly by the remarketing agents. The bonds can be called at anytime. The Company is in compliance with the covenants of its loan agreements and believes that the covenants will not restrict its future operations.

Note 10:

Shareholders' Equity

On the basis of amounts declared and paid, the annualized quarterly dividends per share were $0.60 in 1999, $0.56 in 1998 and $0.50 in 1997.

In the following chart, the Company provides net income and basic and diluted earnings per share reduced by the pro forma amounts calculating compensation cost for the Company's fixed stock option plan under the fair value method. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions for 1999, 1998 and 1997, respectively: risk-free interest rates of 5.1, 4.7 and 5.7 percent; dividend yield of 1.4, 1.8 and 2.2 percent; volatility of 33, 24 and 19 percent; and average expected lives of six years for management and four years for executive management and non-employee directors. Pro forma net income reflects only options granted since January 1, 1995.

 

 

 

 

 

 

FIXED STOCK OPTIONS Under the 1991 Equity and Performance Incentive Plan (1991 Plan), Common Shares are available for grant of options at a price not less than 85 percent of the fair market value of the Common Shares on the date of grant. The exercise price of options granted since January 1, 1995, was equal to the market price at the grant date, and accordingly, no compensation cost has been recognized. In general, options are exercisable in cumulative annual installments over five years, beginning one year from the date of grant. The number of Common Shares that may be issued or delivered pursuant to the 1991 Plan is 6,265,313, of which 4,853,333 shares were available for issuance at December 31, 1999. The 1991 Plan will expire on April 2, 2002.

The 1991 Plan replaced the Amended and Extended 1972 Stock Option Plan (1972 Plan), which expired by its terms on April 2, 1992. Awards already outstanding under the 1972 Plan are unaffected by the adoption of the 1991 Plan.

Under the 1997 Milestone Stock Option Plan (Milestone Plan), options for 100 Common Shares were granted to all eligible salaried and hourly employees. The exercise price of the options granted under the Milestone Plan was equal to the market price at the grant date, and accordingly, no compensation cost has been recognized. In general, all options are exercisable beginning two years from the date of grant. The number of Common Shares that may be issued or delivered pursuant to the Milestone Plan is 600,000, of which 559,800 shares were available for issuance at December 31, 1999. The Milestone Plan will expire on March 2, 2002.

The following is a summary with respect to options outstanding at December 31, 1999, 1998 and 1997, and activity during the years ending on those dates:

 

RESTRICTED SHARE GRANTS The 1991 Plan also provides for the issuance of restricted shares to certain employees. Outstanding shares granted at December 31, 1999, totaled 171,537 restricted shares. The shares are subject to forfeiture under certain circumstances. Unearned compensation representing the fair market value of the shares at the date of grant will be charged to income over the three-to-seven-year vesting period.

PERFORMANCE SHARE GRANTS The 1991 Plan also provides for the issuance of Common Shares based on certain management objectives achieved within a specified performance period of at least one year as determined by the Board of Directors. The management objectives set in 1999 are based on a three-year performance period ending December 31, 2001. The management objectives for the period ended December 31, 1999, were set in April 1997. Based on performance, a partial payout was made in Common Shares in 2000.

The compensation cost that has been charged against income for its performance-based share grant plan was $(1,712), $2,280 and $10,400, in 1999, 1998 and 1997, respectively.


Notes

TO CONSOLIDATED FINANCIAL STATEMENTS

of Financial Condition and Results of Operations

(Dollars in thousands except per share amounts)

On January 28, 1999 the Board of Directors announced the adoption of a new Rights Agreement that provided for Rights to be issued to shareholders of record on February 11, 1999. The description and terms of the Rights were set forth in the Rights Agreement, dated as of February 11, 1999, between the Company and the Bank of New York, as Agent. Under the Rights Agreement, the Rights trade together with the Common Shares and are not exercisable. In the absence of further Board action, the Rights generally will become exercisable and allow the holder to acquire Common Shares at a discounted price if a person or group acquires 20 percent or more of the outstanding Common Shares. Rights held by persons who exceed the applicable threshold will be void. Under certain circumstances, the Rights will entitle the holder to buy shares in an acquiring entity at a discounted price. The Rights Agreement also includes an exchange option. In general, after the Rights become exercisable, the Board of Directors may, at its option, effect an exchange of part or all of the Rights (other than Rights that have become void) for Common Shares. Under this Option, the Company would issue one Common Share for each Right, subject to adjustment in certain circumstances. The Rights are redeemable at any time prior to the Rights becoming exercisable and will expire on February 11, 2009, unless redeemed or exchanged earlier by the Company.

Note 11:

Earnings Per Share

(In thousands except per share amounts)

The following data show the amounts used in computing earnings per share and the effect on the weighted-averaged number of shares of dilutive potential common stock.

 

 

 

 

 

 

 

 

 

 

 

 

Fixed stock options on 1,377 Common Shares in 1999 and 1,161 Common Shares in 1998 were not included in computing diluted earnings per share, because their effects were antidilutive.

Note 12:

Pension Plans and Postretirement Benefits

The Company has several pension plans covering substantially all domestic employees. Plans covering salaried employees provide pension benefits that are based on the employee's compensation during the 10 years before retirement. The Company's funding policy for those plans is to contribute annually at an actuarially determined rate. Plans covering hourly employees and union members generally provide benefits of stated amounts for each year of service. The Company's funding policy for those plans is to make at least the minimum annual contributions required by applicable regulations.

Approximately 90 percent of the plan assets at September 30, 1999 and 1998 were invested in listed stocks and investment grade bonds.

Minimum liabilities have been recorded in 1999 and 1998 for those plans whose total accumulated benefit obligation exceeded the fair value of the plan's assets.

In addition to providing pension benefits, the Company provides healthcare and life insurance benefits for certain retired employees. Eligible employees may be entitled to these benefits based upon years of service with the Company, age at retirement and collective bargaining agreements. Presently, the Company has made no commitments to increase these benefits for existing retirees or for employees who may become eligible for these benefits in the future. Currently there are no plan assets and the Company funds the benefits as the claims are paid.

The effect of a one percentage point annual increase in the assumed healthcare cost trend rate would increase the service and interest cost components of the healthcare benefits by $113, while a one percentage point decrease in the trend rate would decrease the service and interest components of the healthcare benefits by $100.

The postretirement benefit obligation was determined by application of the terms of medical and life insurance plans together with relevant actuarial assumptions and healthcare cost trend rates projected at annual rates declining from 7.5 percent in 1999 to 4.5 percent through the year of 2005 as well as the following years. The effect of a one percentage point annual increase in these assumed healthcare cost trend rates would increase the healthcare accumulated postretirement benefit obligation by $1,537, while a one percent decrease in the trend rate would decrease the accumulated postretirement benefit obligation by $1,323.

The following table sets forth the change in benefit obligation, change in plan assets, the funded status, the Consolidated Balance Sheet presentation and the relevant assumptions for the Company's defined benefit pension plans and health and life insurance post-retirement benefits at December 31:

 


Notes

TO CONSOLIDATED FINANCIAL STATEMENTS

of Financial Condition and Results of Operations

(Dollars in thousands except per share amounts)

Accrued benefit liabilities of $24,409 do not agree with what is reported on the Consolidated Balance Sheets due to an employer contribution payment of $100 made in December 1999, after the September 30, 1999, valuation date.

The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $(39,398), $(37,087), and $14,866, respectively, as of December 31, 1999 and $(39,051), $(36,573), and $13,779, respectively, as of December 31, 1998. The amounts included within other comprehensive income arising from a change in the additional minimum pension liability, net of tax were $614 and $(2,797) in 1999 and 1998, respectively.

The Company offers an employee 401(k) Savings Plan (Savings Plan) to encourage eligible employees to save on a regular basis by payroll deductions, and to provide them with an opportunity to become shareholders of the Company. Under the Savings Plan for the year ended December 31, 1999, the Company matched 80 percent of a participating employee's first 4 percent of contributions and 40 percent of a participating employee's second 4 percent of contributions. Total Company match in 1999, 1998 and 1997 was $9,012, $9,338 and $9,217, respectively.

Note 13:

Leases

The Company's future minimum lease payments due under operating leases for real and personal property in effect at December 31, 1999 are as follows:

 

 

 

 

 

Rental expense for 1999, 1998 and 1997 under all lease agreements amounted to approximately $32,281, $34,158 and $30,900, respectively.

Note 14:

Income Taxes

Income tax expense attributable to income from continuing operations consists of:

In addition to the 1999 income tax expense of $72,482, certain deferred income tax benefits of $1,925 were allocated directly to shareholders' equity.

A reconciliation of the difference between the U.S. statutory tax rate and the effective tax rate is as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 1999, the Company's international subsidiaries had deferred tax assets relating to net operating loss carryforwards of $3,508, $1,320 of which expires in years 2000 through 2006, and $2,188 of which has an indefinite carryforward period. The Company recorded a valuation allowance to reflect the estimated amount of deferred tax assets, which, more likely than not, will not be realized. The valuation allowance relates to certain international net operating losses and other international deferred tax assets.

Note 15:

Commitments and Contingencies

At December 31, 1999, the Company was a party to several lawsuits that were incurred in the normal course of business, none of which individually or in the aggregate is considered material by management in relation to the Company's financial position or results of operations. While in management's opinion the financial statements would not be materially affected by the outcome of any present legal proceedings, commitments or asserted claims, management is aware of a potential claim by the Internal Revenue Service concerning the Company's corporate-owned life insurance programs. Management believes that it has complied with all applicable tax laws and regulations with respect to such programs and will vigorously contest any claim.

Note 16:

Segment Information

The Company redefined its operating segments during 1999, and all historical information has been restated for consistency. The Company 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 Company'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 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 Company'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 Company'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.


Notes

TO CONSOLIDATED FINANCIAL STATEMENTS

of Financial Condition and Results of Operations

(Dollars in thousands except per share amounts)

More than 90 percent of the Company's customer revenues are derived from the sales and service of financial systems and equipment. The Company had no customers in 1999 that accounted for more than 10 percent of total net sales. The Company had one customer, IBM, its former partner in the InterBold joint venture, that accounted for $148,755 of the total net sales of $1,185,707 in 1998, and $173,751 of the total net sales of $1,226,936 in 1997. 1999 sales to IBM were $51,552.

 

 

Reconciliation of Segment Information to Consolidated Statements of Income

 

Product Revenue by Geography

 

 

 

 

 

Total Revenue Domestic vs. International

 

 

 

 

 


 

Total Revenue by Product/Service Solution

 

 

 

 

 

Note 17:

Acquisitions

On October 21, 1999, the Company acquired Procomp Amazonia Industria Eletronica, S.A. (Procomp), a Brazilian manufacturer and marketer of innovative technical solutions, including personal computers, servers, software, professional services and retail and banking automation equipment. The acquisition was effected in a combination of cash and stock for $222,310. The value of shares issued was $41,953. Procomp results following the acquisition are consolidated with the results of the Company.

On October 15, 1999, the Company acquired Nexus Software, Inc. (Nexus) of Raleigh, North Carolina. Nexus is a technology development and retail bank branch connectivity company that markets its suite of products to financial institutions around the world. The acquisition was effected in a combination of cash and stock for $13,900. The value of shares issued was $7,023. Nexus results following the acquisition are consolidated with the results of the Company.

Both acquisitions have been accounted for as purchase business combinations, and accordingly, the purchase prices have 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 lives from the respective dates of acquisition. The amounts of goodwill and periods of amortization for Procomp and Nexus are $132,826 over 17 years and $9,101 over 10 years, respectively. In connection with the Nexus acquisition, the Company immediately wrote off $2,050 of in-process research and development activities. The calculations of the write-off for the in-process research and development activities were made using the approaches outlined by the Securities and Exchange Commission.

Yearly unaudited pro forma financial information assuming the acquisition of Procomp was effected on January 1, 1999 and 1998, respectively, is as follows: revenue $1,502,505 and $1,518,977, net income $118,346 and $79,434, and diluted earnings per share $1.67 and $1.12. In 1999, unaudited pro forma results were severely impacted by the devaluation of the Brazilian real beginning in January 1999.

Yearly unaudited pro forma financial information assuming the acquisition of Nexus was effected on January 1, 1999 and 1998, respectively, is as follows: revenue $1,267,953 and $1,196,804, net income $129,433 and $76,867, and diluted earnings per share $1.85 and $1.10.

No contingent payments, options or commitments are specified in the acquisition agreements for either Procomp or Nexus.

Note 18:

Subsequent Event (Unaudited)

On February 9, 2000, the Company announced its plans to acquire the financial self-service assets and related development activities of European-based Groupe Bull and Getronics NV. The businesses to be acquired include ATMs, cash dispensers, other self-service terminals and related services primarily for the global banking industry. The acquisition is expected to be completed in early 2000 for approximately $160,000 to be paid in cash. As part of the proposed transaction, the Company would acquire approximately 1,300 new associates in the areas of sales, service, management and manufacturing.

Note 19:

Quarterly Financial Information (Unaudited)

See "Comparison of Selected Quarterly Financial Data (Unaudited)" on page 40 of this Annual Report.

 


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