UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 9, 2008
(Exact name of registrant as specified in its charter)
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| Ohio
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1-4879
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34-0183970 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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5995 Mayfair Road, P.O. Box
3077, North Canton, Ohio
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44720-8077 |
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(Address of principal
executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (330) 490-4000
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 4.02 |
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
a Completed Interim Review. |
(a) As previously disclosed, Diebold, Incorporated (the “Company”) has been in discussions with the
Office of the Chief Accountant (the “OCA”) of the Securities and Exchange Commission (the “SEC”)
with regard to its practice of recognizing certain revenue on a “bill and hold” basis in its North
America business segment. As a result of those discussions the Company determined that its
previous, long-standing method of accounting for bill and hold transactions was in error,
representing a misapplication of generally accepted accounting principles, and that it would
discontinue its use of bill and hold as a method of revenue recognition in its North America and
International businesses.
The Company will correct for that revenue previously recognized on a bill and hold basis by
now recognizing that revenue upon customer acceptance of products at a customer location. Within
the North America business segment, when the Company is contractually responsible for installation,
customer acceptance will be upon completion of installation of all of the items at a job site and
Diebold’s demonstration that the items are in operable condition. In those instances when the
Company is not contractually responsible for the installation, the company will continue to
recognize revenue upon shipment of the products to a customer location.
The Company’s corrected method of recognizing revenue will be adopted retroactively by
restating previously issued financial statements and comes after an in-depth analysis and review
with its independent registered public accounting firm, KPMG LLP, the Audit Committee of the
Company’s Board of Directors and the OCA. On January 9, 2008, management of the Company concluded
that the Company’s financial statements for the fiscal years ended December 31, 2006, 2005, 2004
and 2003; the quarterly data in each of the quarters for the years ended December 31, 2006 and
2005; and the quarter ended March 31, 2007, must be restated and should no longer be relied upon.
On January 14, 2008, the Company discussed this conclusion with the Audit Committee. In addition,
management’s report on internal control over financial reporting contained in Form 10-K for the
fiscal year ended December 31, 2006 should no longer be relied upon.
On December 21, 2007, it was announced that as a result of the SEC’s ongoing investigation,
the Company and the Audit Committee, in consultation with their outside advisors, have been
reviewing other accounting items, including various balance sheet accounts such as prepaids,
accruals, capitalized assets, deferred revenue, and reserves within both the Company’s North
America and International businesses. This review is not yet complete.
As soon as practical after the review of these other accounting items has been
completed, the company will restate the necessary financial statements and file its Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2007 and September 30, 2007 and its Annual
Report on Form 10-K for the year ended December 31, 2007. Based upon the current status of its
review of all of these accounting items, the Company currently anticipates restating its financial
statements for the years ended December 31, 2006, 2005; and the selected financial data for the
years ended December 31, 2004 and 2003, solely through the filing of its Annual Report on Form 10-K
for the year ended December 31, 2007. In addition, the Company currently intends to restate its
financial statements for the quarter ended March 31, 2007 through the filing of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008. While the restated financial statements
will address the issues identified in the review, the previously disclosed investigations by the
SEC and U.S. Department of Justice remain ongoing and there can be no assurance that the results of
these investigations will not impact previously reported financial statements.
Management and the Audit Committee have discussed the matter disclosed in this current
report on Form 8-K with KPMG LLP.
Forward-Looking Statements
In this current report on Form 8-K/A, statements that are not historical information are
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements give current expectations or forecasts of future events and are
not guarantees of future performance. These forward-looking statements relate to, among other
things, the timing of the filing of restated financial statements and other SEC reports, the
ongoing SEC and U.S. Department of Justice investigations and the completion of the review being
conducted by the Company and the Audit Committee. The use of the words “will,” “believes,”
“anticipates,” “expects,” “intends” and similar expressions is intended to identify forward-looking
statements that have been made and may in the future be made by or on behalf of the Company.
Although the Company believes that these forward-looking statements are based upon reasonable
assumptions, these forward-looking statements involve risks, uncertainties and other factors that
may cause actual results to differ materially from those expressed in or implied by the
forward-looking statements. The Company is not obligated to update forward-looking statements,
whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Some of the risks, uncertainties and other factors that could
cause actual results to differ materially from those expressed in or implied by the forward-looking
statements include, but are not limited to, the results of the SEC and U.S. Department of Justice
investigations and the timing and the results of the review being conducted by the Company and the
Audit Committee.