<PAGE> 1
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
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 number 1-4879
------
DIEBOLD, INCORPORATED
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0183970
- ----------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
P. O. Box 8230, Canton, Ohio 44711-8230
- ----------------------------------- -----------------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (216) 489-4000
- -------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
Common Shares, as of the latest practicable date.
Class Outstanding at April 24, 1995
----- -----------------------------
Common Shares $1.25 Par Value 30,499,931 Shares
- ------------------------------
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1995 and December 31, 1994 3
Condensed Consolidated Statements of Income -
Three Months Ended March 31, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders 8
ITEM 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 11
INDEX TO EXHIBITS 12
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<TABLE>
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Dollars in thousands except per share amounts)
<CAPTION>
(Unaudited)
March 31, December 31,
1995 1994
------------ ---------------
<S> <C> <C>
ASSETS
- -------
Current assets
Cash and cash equivalents $ 66,516 $ 17,285
Short-term investments 33,440 38,400
Trade receivables 178,940 153,107
Inventories 80,243 85,543
Prepaid expenses and other current assets 30,841 31,754
--------- ---------
Total current assets 389,980 326,089
Securities and other investments 139,952 155,800
Property, plant and equipment, at cost 156,993 152,314
Less accumulated depreciation and amortization 88,899 87,601
---------- ----------
68,094 64,713
Deferred income taxes 5,063 5,042
Other assets 114,613 110,239
---------- ----------
$ 717,702 $ 661,883
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Accounts payable and other current liabilities $ 110,513 $ 108,994
Deferred income 92,096 46,470
---------- ----------
Total current liabilities 202,609 155,464
Pensions 14,251 10,545
Postretirement benefits 21,653 21,627
Minority interest 13,874 15,028
Shareholders' equity
Preferred Shares, no par value, authorized
1,000,000 shares, none issued
Common Shares, par value $1.25, authorized
50,000,000 shares, issued 30,581,221 and
30,515,146 shares, respectively 38,227 38,144
Additional capital 69,081 68,320
Retained earnings 373,384 365,513
Treasury shares, at cost (66,728 and 55,100 shares, respectively) (3,132) (3,186)
Other (12,245) (9,572)
----------- -----------
Total shareholders' equity 465,315 459,219
--------- ---------
$ 717,702 $ 661,883
========= =========
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(Unaudited)
(In thousands except per share amounts)
<CAPTION>
Three Months Ended
March 31,
<S> <C> <C>
Net sales 1995 1994
---------- -----------
Products $ 123,089 $ 110,916
Services 73,958 65,848
---------- ----------
197,047 176,764
Cost of sales
Products 79,121 71,823
Services 53,417 47,456
---------- ----------
132,538 119,279
---------- ----------
Gross profit 64,509 57,485
Selling and administrative expense 33,274 30,533
Research, development and engineering expense 10,106 8,000
----------- -----------
43,380 38,533
----------- -----------
Operating profit 21,129 18,952
Investment income 3,645 2,140
Miscellaneous, net (1,893) (1,783)
Minority interest (392) (620)
------------ ------------
Income before taxes 22,489 18,689
Taxes on income 7,300 5,978
----------- -----------
Net income $ 15,189 $ 12,711
========== ==========
Weighted average number of Common Shares outstanding 30,485 30,297
========== ===========
Net income per Common Share $ 0.50 $ 0.42
=========== ===========
Cash dividends paid per Common Share $ 0.24 $ 0.22
=========== ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 5
<TABLE>
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
(Dollars in thousands)
<CAPTION>
Three Months Ended
March 31,
1995 1994
-------- --------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 15,189 $ 12,711
Adjustments to reconcile net income to cash
provided by operating activities:
Minority share of income 392 620
Depreciation and amortization 3,095 3,190
Other charges and amortization 3,351 2,809
Cash used by changes in certain current assets
and liabilities (22,683) (2,088)
Changes in deferred income 45,626 26,013
Other 479 (6,072)
--------- ---------
Total adjustments 30,260 24,472
-------- --------
Net cash provided by operating activities 45,449 37,183
Cash flow from investing activities:
Proceeds from maturities of investments 25,345 11,599
Payments for purchases of investments (4,114) (18,945)
Capital expenditures (6,686) (3,975)
Increase in certain other assets (2,875) (18,341)
Other 78 15
---------- ----------
Net cash provided (used) by investing activities 11,748 (29,647)
Cash flow from financing activities:
Dividends paid (7,318) (6,669)
Proceeds from issuance of Common Shares 898 2,097
Other (1,546) --
--------- ----------
Net cash used in financing activities (7,966) (4,572)
--------- ---------
Increase in cash and cash equivalents 49,231 2,964
Cash and cash equivalents at the beginning of the period 17,285 39,006
-------- --------
Cash and cash equivalents at the end of the period $ 66,516 $ 41,970
======== ========
<FN>
See accompanying notes to condensed consolidated financial statements.
</TABLE>
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 10-Q
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
(Dollars in thousands)
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.
2. The results of operations for the three month period ended March 31, 1995
are not necessarily indicative of results to be expected for the full
year.
3. The Earnings per Common Share computations in the condensed consolidated
statements of income are based on the weighted average number of shares
outstanding during each period reported.
<TABLE>
<CAPTION>
4. Inventory detail at: March 31, 1995 December 31, 1994
-------------- -----------------
<S> <C> <C>
Finished goods and
service parts $ 20,480 $ 20,786
Work in process 59,618 64,617
Raw materials 145 140
--------- ---------
Total inventory $ 80,243 $ 85,543
========= =========
</TABLE>
5. In accordance with the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," the Company classified the majority of the securities and
other investments as available-for-sale at March 31, 1995 and December
31, 1994.
6. The Company has reclassified the presentation of certain prior-year
information to conform with the current presentation format.
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DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 1O-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As of March 31, 1995
(Unaudited)
(Dollars in thousands except for per share data)
Changes in Financial Condition
- ------------------------------
The balance sheet of the Company continued to reflect a strong financial
position at March 31, 1995. Cash, cash equivalents and short-term investments
increased to $99,956 at March 31, 1995 compared to $55,685 at December 31,
1994. These assets along with securities and other investments accounted for
33% and 32% of total assets at March 31, 1995 and December 31, 1994,
respectively. Securities and other investments consist principally of tax-free
municipal bonds, preferred stock, and other investments.
Future capital expenditures and increases in working capital are expected to be
financed through internally generated funds. The Company's investment
portfolio is available for any funding needs if required. External financing
is also available if needed through the Company's lines of credit. At March
31, 1995, the Company had unused lines of credit approximating $40,000 and the
Company is not restricted as to the use of funds borrowed under these credit
agreements. Therefore, such commitments represent an additional and immediate
source of liquidity. The Company's strong financial position enhances its
ability to obtain additional funds if required.
Shareholders' equity per Common Share at March 31, 1995 improved to $15.25 from
$15.08 at December 31, 1994. The first quarter cash dividend of $.24 per share
was paid on March 10, 1995 to shareholders of record on February 17, 1995. On
April 5, 1995 the second quarter cash dividend of $.24 per share was declared
payable on June 9, 1995 to shareholders of record on May 19, 1995. Diebold,
Incorporated shares are listed on the New York Stock Exchange under the symbol
of DBD. The market price during the first three months of 1995 fluctuated
within the range of $33.00 and $41.13.
Results of Operations
- ---------------------
First Quarter 1995 Comparison to First Quarter 1994
- ---------------------------------------------------
Consolidated net sales for the first quarter of 1995 increased from the same
period in 1994 by $20,283 or 11%. Total gross profit increased $7,024 or 12%
over the first quarter's performance in 1994. Product gross profit accounted
for the majority of this increase as the result of increased sales volume of
ATM's and continuing cost containment efforts. Operating expenses increased
$4,847 or 13% over the same period in 1994 largely due to higher selling
expenses resulting from the increases in sales volumes and expenditures related
to research and development of new products. Operating profit increased $2,177
or 11% over first quarter 1994's performance.
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<PAGE> 8
DIEBOLD, INCORPORATED AND SUBSIDIARIES
FORM 1O-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
As of March 31, 1995
(Unaudited / Dollars in thousands except for per share data)
The Company's backlog of unfilled orders was $145,906 at March 31, 1995,
essentially unchanged from the March 31, 1994 level of $146,344. The Company
believes, however, that order backlog information is not, by itself, a
meaningful indicator of future revenue streams. There are numerous factors
which influence the amount and timing of revenue recognized in future periods.
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
The Registrant's annual meeting of shareholders was held on April
5, 1995. Each matter voted upon at such meeting and the number of
shares cast for, against or withheld, and abstained are as follows:
1. Election of Directors
---------------------
For Withheld
---------- --------
Louis V. Bockius III 27,735,334 40,931
Daniel T. Carroll 27,713,744 62,521
Donald R. Gant 27,726,099 50,166
L. Lindsey Halstead 27,727,696 48,569
Phillip B. Lassiter 27,725,362 50,903
John N. Lauer 27,729,935 46,330
Robert W. Mahoney 27,729,801 46,464
William F. Massy 27,728,987 47,278
W. R. Timken, Jr. 27,729,473 46,792
2. Ratification of Appointment of KPMG Peat Marwick LLP as
-------------------------------------------------------
Independent Auditors for 1995
-----------------------------
For: 27,648,050 Against: 78,181 Abstain: 50,034
There were no broker non-votes.
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<PAGE> 9
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 3.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992.
4. Rights Agreement dated as of February 10, 1989 between Diebold,
Incorporated and Ameritrust Company National Association --
incorporated by reference to Exhibit 2.1 to Registrant's
Registration Statement on Form 8-A dated February 10, 1989.
* 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 Annual Report on Form
10-K for the year ended December 31, 1992.
* 10.3 Supplemental Pension Agreement with Raymond Koontz -- incorporated
by reference to Exhibit 10.3 of Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
* 10.4 Supplemental Retirement Benefit Agreement with Robert W. Mahoney --
incorporated by reference to Exhibit 10.4 of Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994.
* 10.5 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.
10.6 Amended and Restated Partnership Agreement dated as of September
12, 1990 -- incorporated by reference to Exhibit 10 to Registrant's
Form 8-K dated September 26, 1990.
* 10.7 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.
* 10.8 1991 Equity and Performance Incentive Plan -- incorporated by
reference to Exhibit 4(a) to Registrant's Form S-8 Registration
Statement No. 33-39988.
* Reflects management contract or other compensatory arrangement.
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<PAGE> 10
* 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 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.
* 10.11 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.
* 10.12 Employment Agreement with Robert P. Barone -- incorporated by
reference to Exhibit 10.12 to Registrant's Form 10-Q for the
quarter ended September 30, 1994.
27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports have been filed by the Registrant on Form 8-K during the
period covered by this report.
* Reflects management contract or other compensatory arrangement.
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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: April 27, 1995 By: /s/ Robert W. Mahoney
-------------- ---------------------------
Robert W. Mahoney
Chairman of the Board, President
and Chief Executive Officer
Date: April 27, 1995 By: /s/ Gerald F. Morris
-------------- ---------------------------
Gerald F. Morris
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
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<PAGE> 12
DIEBOLD, INCORPORATED
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 3.1 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. --
4. Rights Agreement dated as of February 10, 1989
between Diebold, Incorporated and Ameritrust
Company National Association -- incorporated by
reference to Exhibit 2.1 to Registrant's Registration
Statement on Form 8-A dated February 10, 1989. --
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
Annual Report on Form 10-K for the year ended
December 31, 1992. --
10.3 Supplemental Pension Agreement with Raymond Koontz --
incorporated by reference to Exhibit 10.3 of
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994. --
10.4 Supplemental Retirement Benefit Agreement with
Robert W. Mahoney -- incorporated by reference to
Exhibit 10.4 of Registrant's Annual Report on Form
10-K for the year ended December 31, 1994. --
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<PAGE> 13
EXHIBIT NO. PAGE NO.
- ----------- --------
10.5 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. --
10.6 Amended and Restated Partnership Agreement dated as of
September 12, 1990 -- incorporated by reference to
Exhibit 10 to Registrant's Form 8-K dated
September 26, 1990. --
10.7 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. --
10.8 1991 Equity and Performance Incentive Plan -- incorporated
by reference to Exhibit 4(a) to Registrant's Form S-8
Registration Statement No. 33-39988. --
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 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.
10.11 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. --
10.12 Employment Agreement with Robert P. Barone -- incorporated
by reference to Exhibit 10.12 to Registrant's Form 10-Q
for the quarter ended September 30, 1994. --
27. Financial Data Schedule. 14
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 66,516
<SECURITIES> 33,440
<RECEIVABLES> 178,940
<ALLOWANCES> 0
<INVENTORY> 80,243
<CURRENT-ASSETS> 389,980
<PP&E> 156,993
<DEPRECIATION> 88,899
<TOTAL-ASSETS> 717,702
<CURRENT-LIABILITIES> 202,609
<BONDS> 0
<COMMON> 38,227
0
0
<OTHER-SE> 427,088
<TOTAL-LIABILITY-AND-EQUITY> 717,702
<SALES> 123,089
<TOTAL-REVENUES> 197,047
<CGS> 79,121
<TOTAL-COSTS> 132,538
<OTHER-EXPENSES> 43,380
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 22,489
<INCOME-TAX> 7,300
<INCOME-CONTINUING> 15,189
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,189
<EPS-PRIMARY> .50
<EPS-DILUTED> .50
</TABLE>
