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DBD > SEC Filings for DBD > Form 10-Q on 8-May-2009All Recent SEC Filings

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Form 10-Q for DIEBOLD INC


8-May-2009

Quarterly Report


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS as of March 31, 2009
(Unaudited)

(In thousands, except per share amounts)

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Management's discussion and analysis is provided as a supplement and should be read in conjunction with the condensed consolidated financial statements and accompanying Notes that appear elsewhere in this quarterly report. Introduction
Diebold, Incorporated is a global leader in providing integrated self-service delivery and security systems and services to the financial, retail, commercial and government markets. Founded in 1859, and celebrating 150 years of innovation in 2009, the Company today has more than 16,000 employees with representation in nearly 90 countries worldwide.
During the past three years, the Company's management continued to execute against its strategic roadmap developed in 2006 to strengthen operations and build a strong foundation for future success in its two core lines of business:
financial self-service and security solutions. This roadmap was built around five key priorities: increase customer loyalty; improve quality; strengthen the supply chain; enhance communications and teamwork; and rebuild profitability. Looking to the remainder of 2009, management has positioned the Company to withstand the challenges of a very difficult global economy. The turmoil in the financial industry, in particular, may take some time to subside, but the Company is in a unique position to deliver value to its customers by enabling them to reduce costs and improve efficiency. Also, the Company will continue focusing on remediation of its material weaknesses in its internal controls. Management estimates the total cost for remediation efforts to be approximately $3,600, which includes $2,900 of consultation fees and $700 of internal costs, including software purchases.
During the first quarter, the Company continued to experience solid market demand in Asia Pacific, Latin America, including Brazil, and within the national bank segment in the United States. Demand in the U.S. regional bank segment weakened significantly along with severe economic weakness in Russia and Eastern Europe. Specifically in Diebold's security business, demand is being affected by weak new bank branch construction and delayed facility renovations in the United States. For the first quarter of 2009, income from continuing operations attributable to Diebold was $4,354, or $0.06 per share, down 70 percent and 73 percent, respectively, from the first quarter of 2008. Total revenue during the quarter was $663,150, down 4 percent from the first quarter of 2008. Given these developments, the Company has taken steps to accelerate its existing cost-reduction initiatives as well as implement additional, near-term cost-savings actions. These additional actions include implementing further headcount reductions through hiring restrictions, attrition and job eliminations as well as further cuts in travel and other administrative and operating expenses.
Vision and strategy
The Company's vision is, "To be recognized as the essential partner in creating and implementing ideas that optimize convenience, efficiency and security." This vision is the guiding principle behind the Company's transformation of becoming a more services-oriented Company. Today, service comprises more than 50 percent of the Company's revenue, and the Company expects that this percentage will grow over time as the Company's integrated services business continues to gain traction in the marketplace. For example, financial institutions are eager to reduce costs and optimize management and productivity of their ATM channels - and they are increasingly exploring outsourced solutions. The Company remains uniquely positioned to provide the infrastructure necessary to manage all aspects of an ATM network - hardware, software, maintenance, transaction processing, patch management and cash management - through its integrated product and services offerings.
Another area of focus within the financial self-service business is broadening the Company's deposit automation solutions set, including check imaging, envelope-free currency acceptance, teller automation, and payment and document imaging solutions. For example, check imaging is not only a regulatory compliance imperative for financial institutions but a significant potential driver of cost-savings. The Company's ImageWay® check-imaging solution fulfills an industry-wide demand for cutting-edge technologies that enhance efficiencies. In 2008, the Company solidified its competitive position in deposit automation technology with an increase in shipments of deposit automation solutions by more than 50 percent from 2007 and expanded its solutions set with the launch of a bulk check deposit capability. During the first quarter of 2009, the large banks in the United States continued their brisk pace in deploying deposit automation. The Company has now deployed its deposit automation solutions in all 50 states. Along these lines, the planned launch of the Company's enhanced note acceptor this summer remains on schedule.


Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS as of March 31, 2009
(Unaudited)

(In thousands, except per share amounts)

Within the security business, the Company is diversifying by expanding and enhancing service offerings in its financial, government, commercial and retail markets. A critical area of focus is bringing thought leadership to customers while becoming a long-term business partner in the key growth areas of internet protocol security solutions, credential management, enterprise security integration and expanded integrated solutions. One customer relationship that characterizes the progress made in the government sector is the United States Postal Service's contract to implement a multi-site, technologically-advanced security program. This relationship underscores the Company's commitment to elevate its presence and security integration capabilities beyond the financial market, opening up new avenues of opportunity. As another example, the Company is in the early phases of introducing an energy management solution that can control and monitor heating, ventilation, air conditioning and lighting for its customers. This is another value-added service that can help relieve customers of the every-day challenges in managing their facilities while also reducing their costs and increasing environmental efficiency.
The focus during 2009 will be to continue to enhance and diversify the Company's offerings, realize synergies where sensible and make prudent decisions - taking swift action wherever necessary to capture profitable growth opportunities. During the current global economic crisis, the Company will focus on what it can control - providing customers with the most innovative and highest quality solutions and services, while maintaining an efficient cost structure. The Company continues to face a variety of challenges and opportunities in responding to customer needs within the election systems market. While the Company fully supports the subsidiary, Premier Election Solutions, Inc., (PESI) it continues to pursue strategic alternatives to ownership of the subsidiary. Cost savings initiatives
In 2006, the Company launched the SmartBusiness (SB) 100 initiative to deliver $100,000 in cost savings by the end of 2008. This key milestone was achieved in November 2008 with significant progress made in areas such as rationalization of product development, streamlining procurement, realigning the Company's manufacturing footprint and improving logistics.
In September 2008, the Company announced a new goal to achieve an additional $100,000 in cost savings called SB 200 with a goal of eliminating $70,000 by the middle of 2010 and the remainder to be eliminated by the end of 2011. In 2009, in the face of this changing environment, the Company is accelerating its cost-reduction initiatives with the goal to eliminate $35,000 by the end of 2009.
The Company is committed to making the strategic decisions that not only streamline operations, but also enhance its ability to serve its customers. The Company remains confident in the ability to continue to execute on cost-reduction initiatives, delivering solutions that help improve customers' businesses and creating shareholder value. Because of continued market weaknesses during the first quarter 2009, the Company has taken steps to accelerate its existing cost-reduction initiatives as well as implement additional, near-term cost-savings actions. These additional actions include implementing further headcount reductions through hiring restrictions, attrition and job eliminations - representing an overall reduction of approximately 300 full-time positions.
During the quarter, the Company incurred restructuring charges of $4,456 or $0.05 per share. The majority of these charges were related to the sale of the Company's direct operation in Argentina and severance costs from the previously announced 2008 reduction in the Company's global workforce. And as previously disclosed, the Company closed its enterprise security operations in the Europe, Middle East and Africa (EMEA) region during the fourth quarter of 2008. As a result, the company recorded a first quarter 2009 loss from discontinued operations of $2,706, net of tax. This compares to a loss from discontinued operations of $608, net of tax, in the first quarter of 2008. Non-routine expenses/income
Non-routine expenses of $16,328 or $0.28 per share and $8,715 or $0.10 per share impacted the first quarter of 2009 and 2008, respectively. Non-routine expenses in the first quarter of 2009 included $1,328 in legal and other consultation fees recorded in selling and administrative expense related to government investigations and a $25,000 charge, recorded in miscellaneous, net, related to an agreement in principle with the staff of the U.S. Securities and Exchange Commission (SEC) to settle civil charges stemming from the staff's pending enforcement inquiry. The agreement in principle with the staff of the SEC remains subject to the final approval of the SEC, and there can be no assurance that the SEC will accept the terms of the settlement negotiated with the staff. In addition, first quarter 2009 selling and administrative expense benefited from a $10,000 expense recovery accrual from one of the Company's director and officer (D&O) insurance carriers related to legal and other expenses incurred as part of the government investigations. The Company continues to pursue reimbursement of the remaining incurred legal and other expenditures with its other D&O insurance carriers.


Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS as of March 31, 2009
(Unaudited)

(In thousands, except per share amounts)

Non-routine charges in the first quarter of 2008 were primarily from legal, audit and consultation fees related to the internal review of other accounting items, restatement of financial statements and the SEC and U.S. Department of Justice (DOJ) investigations and other advisory fees. Also, during the first quarter of 2008, the Company incurred an impairment charge of $4,376 related to the write down of intangible assets from the 2004 acquisition of TFE Technology Holdings, a maintenance provider of network and hardware service solutions to federal and state government agencies and commercial firms.
The following discussion of the Company's financial condition and results of operations provide information that will assist in understanding the financial statements and the changes in certain key items in those financial statements. The business drivers of the Company's future performance include several factors that include, but are not limited to:
• timing of a self-service upgrade and/or replacement cycle in mature markets such as the United States;

• high levels of deployment growth for new self-service products in emerging markets, such as Asia Pacific;

• demand for new service offerings, including outsourcing or operating a network of ATMs; and

• demand beyond expectations for security products and services for the financial, retail and government sectors.


Table of Contents

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                   RESULTS OF OPERATIONS as of March 31, 2009
                                  (Unaudited)
                    (In thousands, except per share amounts)
RESULTS OF OPERATIONS
The following table summarizes the results of our operations for the three-month
periods ended March 31, 2009 and 2008:

                                                                     Three months ended
                                                                         March 31,
                                                          2009                                2008
                                                                  % of                                % of
                                               Dollars          Net sales          Dollars          Net sales
Net sales                                     $ 663,150              100.0        $ 691,908              100.0
Gross profit                                    152,036               22.9          172,562               24.9
Operating expenses                              113,762               17.2          150,526               21.8
Operating profit                                 38,274                5.8           22,036                3.2
Income from continuing operations                 6,463                1.0           16,141                2.3
Loss from discontinued operations - net
of tax                                           (2,706 )             (0.4 )           (608 )             (0.1 )
Net income attributable to
noncontrolling interests                         (2,109 )             (0.3 )         (1,738 )             (0.3 )
Net income attributable to Diebold,
Incorporated                                      1,648                0.2           13,795                2.0
Diluted earnings per share:
Net income from continuing operations         $    0.06                N/A        $    0.22                N/A
Loss from discontinued operations                 (0.04 )              N/A            (0.01 )              N/A

Net income                                    $    0.02                N/A        $    0.21                N/A

First Quarter 2009 Comparisons with First Quarter 2008 Net Sales
The following table represents information regarding our net sales for the three-month periods ended March 31, 2009 and 2008:

Three months ended March 31, 2009 2008 $ Change % Change Net sales $ 663,150 $ 691,908 $ (28,758 ) (4.2 )

The decrease in net sales included a net negative currency impact of approximately $41,855. Financial self-service revenue in the first quarter of 2009 increased by $5,323 or 1.1 percent over 2008. There was strong growth in the Americas of 9.3 percent due to growth in the Brazilian and U.S. geographies of 17.8 percent and 9.7 percent, respectively. The increase in Brazil resulted from an increase in shipments offset by a negative currency impact of 38.8 percent. There were offsetting decreases in financial self-service revenue within EMEA of 19.6 percent and Asia Pacific of 5.8 percent, the majority of which was related to unfavorable currency impact. Security solutions revenue decreased by $22,822 or 12.6 percent from the first quarter of 2008 due to weakness in the U.S. banking segment which accounted for 82.6% of the decrease. Election systems sales decreased $8,795 or 59.9 percent compared to 2008 due entirely to lower revenue in the U.S.-based election systems business. The Brazilian lottery systems revenue of $827 was down $2,464 from 2008. Gross Profit
The following table represents information regarding our gross profit for the three-month periods ended March 31, 2009 and 2008:

        `                        Three months ended
                                      March 31,              $ Change/
                                 2009          2008        % Point Change     % Change
        Gross profit          $ 152,036     $ 172,562      $     (20,526 )      (11.9 )
        Gross profit margin        22.9          24.9               (2.0 )


Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS as of March 31, 2009
(Unaudited)

(In thousands, except per share amounts)

Product gross margin was 24.3 percent in 2009 compared to 28.8 percent in the same period of 2008. Benefits realized from the cost savings initiatives in the first quarter of 2009 were more than offset by unfavorable sales mix within North America and lower absorption. The unfavorable mix was driven by a significant reduction in regional U.S. banking revenue and significantly higher national account revenue. Additionally, product gross margin was adversely impacted by $1,536 of restructuring charges in 2009 and $1,302 in 2008. Service gross margin for 2009 of 21.8 percent was unchanged from 2008 as productivity and cost savings were offset by lower revenue and related margins from PESI. Operating Expenses
The following table represents information regarding our operating expenses for the three-month periods ended March 31, 2009 and 2008:

                                                  Three months ended
                                                      March 31,
                                                2009             2008           $ Change         % Change
Selling and administrative expense            $  97,291        $ 127,009        $ (29,718 )          (23.4 )
Research, development, and engineering
expense                                          16,471           19,141           (2,670 )          (13.9 )
Impairment of assets                                  -            4,376           (4,376 )         (100.0 )

Total operating expenses                      $ 113,762        $ 150,526        $ (36,764 )          (24.4 )

Selling and administrative expense was lower in 2009 due to approximately $3,000 of ongoing cost reduction efforts, $7,387 of lower non-routine expenses, approximately $7,000 from the strengthening of the U.S. dollar, and a $10,000 reimbursement from one of the Company's D&O insurance carriers related to legal and other expenses incurred as part of the government investigations. Non-routine expenses included in 2009 were $1,328 compared to $8,715 in 2008. These non-routine expenses consisted of legal, audit and consultation fees primarily related to the internal review of other accounting items, restatement of financial statements and the ongoing SEC and DOJ investigations and other advisory fees. Additionally, selling and administrative expense was adversely impacted by $1,318 of restructuring charges in 2009 compared to $1,293 of restructuring charges in 2008. Research, development, and engineering expense as a percent of net sales was 2.5 percent in 2009 and 2.8 percent in 2008. There were no restructuring charges included in research, development, and engineering expense for 2009 as compared to $213 of restructuring charges in 2008. The Company incurred a charge of $4,376 for the impairment of assets in the quarter ended March 31, 2008 related to the write down of intangible assets from the 2004 acquisition of TFE Technology Holdings, a maintenance provider of network and hardware service solutions to federal and state government agencies and commercial firms.
Operating Profit
The following table represents information regarding our operating profit for the three-month periods ended March 31, 2009 and 2008:

                                   Three months ended
                                       March 31,               $ Change/
                                   2009          2008       % Point Change      % Change
      Operating profit           $ 38,274     $ 22,036        $     16,238          73.7
      Operating profit margin         5.8          3.2                 2.6

The increase in operating profit resulted from lower operating expenses in 2009 due to ongoing cost reduction efforts, lower non-routine expenses, strengthening of the U.S. dollar, and a $10,000 reimbursement from one of the Company's D&O insurance carriers related to legal and other expenses incurred as part of the government investigations. These benefits were offset by lower gross profit related to unfavorable product sales mix within North America, lower absorption, and a decrease in service revenue.
Other Income (Expense)
The following table represents information regarding our other income (expense) for the three-month periods ended March 31, 2009 and 2008:


Table of Contents

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                   RESULTS OF OPERATIONS as of March 31, 2009
                                  (Unaudited)
                    (In thousands, except per share amounts)

                                Three months ended
                                     March 31,               $ Change/
                                2009          2008         % Point Change       % Change
    Investment income         $   5,826     $   6,529     $           (703 )        (10.8 )
    Interest expense             (9,958 )     (10,788 )                830           (7.7 )
    Miscellaneous, net          (25,543 )       4,028              (29,571 )          N/M

    Other income (expense)    $ (29,675 )   $    (231 )   $        (29,444 )          N/M

    Percentage of net sales        (4.5 )           -                 (4.5 )

The change in miscellaneous income/(expense) was due to recording a charge of $25,000 in the first quarter of 2009 as the Company reached an agreement in principle with the staff of the SEC to settle the civil charges stemming from the staff's pending enforcement inquiry. In addition, there was higher other income in 2008 due to a reduction in a reserve for a note that was paid in full related to the 2005 sale of the Campus System business. Income from Continuing Operations
The following table represents information regarding our income from continuing operations for the three-month periods ended March 31, 2009 and 2008:

                                        Three months ended
                                            March 31,               $ Change/
                                        2009          2008       % Point Change      % Change
 Income from continuing operations    $  6,463     $ 16,141        $     (9,678 )      (60.0 )
 Percent of net sales                      1.0          2.3                (1.3 )
 Effective tax rate                       24.8         26.0                (1.2 )

The decrease in net income from continuing operations was related to higher other expense and lower gross profit partially offset by lower operating expenses. The decrease in the effective tax rate was primarily due to discrete benefits recorded in the first quarter of 2009. The rate for the quarter was impacted by these benefits because pre-tax book income for the first quarter of 2009 was significantly lower than the first quarter of 2008. Excluding discrete items, the rates for the three months ended March 31, 2009 and 2008 would have been 28.4 percent and 22.3 percent, respectively, an increase of 6.1 percentage points. This increase in the rate was due largely to the $25,000 non-deductible charge related to an agreement in principle with the SEC. This non-deductible charge will continue to negatively impact the tax rate in future quarters during 2009.
Loss from Discontinued Operations
The following table represents information regarding our loss from discontinued operations for the three-month periods ended March 31, 2009 and 2008:

                                                       Three months ended
                                                            March 31,
                                                        2009              2008          % Point Change         % Change
Loss from discontinued operations, net of tax       $   (2,706 )        $ (608 )        $      (2,098 )            N/M
Percent of net sales                                      (0.4 )          (0.1 )                 (0.3 )

Discontinued operations in the EMEA based enterprise security business negatively impacted net income. This business was not achieving an acceptable level of profitability and, therefore, the operations were closed entirely. Net Income attributable to Diebold, Incorporated The following table represents information regarding our net income for the three-month periods ended March 31, 2009 and 2008:

                                                   Three months ended
                                                        March 31,
                                                   2009              2008           % Point Change         % Change
Net income attributable to Diebold,
Incorporated                                    $  1,648          $ 13,795          $     (12,147 )          (88.1 )
Percent of net sales                                 0.2               2.0                   (1.8 )

Based on the results from continuing and discontinued operations discussed above, the Company reported net income of $1,648 and $13,795 for the three-months ended March 31, 2009 and 2008.


Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS as of March 31, 2009
(Unaudited)

(In thousands, except per share amounts)

Segment Analysis and Operating Profit Summary Diebold North America (DNA) net sales of $355,683 for the first quarter of 2009 decreased $1,883 or 0.5 percent from the first quarter of 2008 net sales of $357,566. The decrease in DNA net sales was due to decreased revenue from the security solutions product and service offerings offset by increased financial self-service revenue. Diebold International (DI) net sales of $300,741 for the first quarter of 2009 decreased by $15,616 or 4.9 percent compared to the first quarter of 2008 net sales of $316,357. The decrease in DI net sales was due to lower revenue in all geographic regions except Brazil. Election Systems (ES) & Other net sales of $6,726 for the first quarter of 2009 decreased $11,259 or 62.6 percent from the first quarter of 2008 net sales of $17,985. The decrease was due to lower U.S.-based election systems revenue of $8,795 and lower Brazilian lottery systems revenue of $827. . . .
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