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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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