[20] Liabilities.

 

 

 

 

€k

 

 

Residual term

 

Total

up to 1 year

between 1 and 5 years

more than 5 years

Last year’s equivalent figures are shown in brackets.

Financial liabilities

77,929
(177,791)

76,424
(112,128)

1,505
(65,663)

0
(0)

Financial liabilities to affiliated companies

58,249
(0)

0
(0)

58,249
(0)

0
(0)

Advances received

16,457
(20,703)

16,457
(20,703)

0
(0)

0
(0)

Trade payables

344,239
(338,128)

344,231
(338,128)

8
(0)

0
(0)

Liabilities to affiliated companies

570
(0)

570
(0)

0
(0)

0
(0)

Liabilities to related companies

30,985
(2,438)

30,985
(2,438)

0
(0)

0
(0)

Current income tax liabilities

40,982
(39,959)

40,982
(39,959)

0
(0)

0
(0)

Other liabilities

375,627
(241,570)

258,168
(221,919)

112,759
(19,651)

4,700
(0)

 

945,038
(820,589)

767,817
(735,275)

172,521
(85,314)

4,700
(0)

Financial Liabilities.

Financial liabilities consist of bank liabilities and liabilities from finance leases. The bank liabilities are shown at amortized costs. These are generally reflecting fair values.

Following the business combination with Diebold, Inc., a contract for a revolving credit facility of €300,000k with a term until August 8, 2021, was concluded on August 8, 2016, with Diebold Self-Service Solutions S.A.R.L. This loan replaces the revolving credit facility of €300,000k that was canceled at the end of August 2016 by the joint borrowers Wincor Nixdorf AG and WINCOR NIXDORF International GmbH. As of the balance sheet date, €58,249k had been drawn from the revolving credit facility.

Furthermore, on December 18, 2013, Wincor Nixdorf AG and WINCOR NIXDORF International GmbH concluded an additional loan agreement of €100,000k with the European Investment Bank. Thereof €20,000k have been repaid in the current fiscal year, leaving a remaining obligation of €65,000k at the end of the fiscal year. The liabilities to banks of €65,000k (2014/2015: €85,000k) have a remaining term of less than one year, as the EIB loan expected to be repaid early in spring 2017.

Bank liabilities as of the balance sheet date came to a total of €65,000k (2014/2015: €176,664k), which is attributable exclusively to the loan from the European Investment Bank.

Liabilities from finance leases amount to €550k (2014/2015: €1,127k) as of the balance sheet date. The referring assets are disclosed in property, plant and equipment as other fixed assets and office equipment amounting to €488k (2014/2015: €1,039k).

Residual Terms of Present Value of Minimum Lease Payments.

€k

 

Sept. 30, 2016

Sept. 30, 2015

Residual term up to 1 year

345

464

Residual term between 1 and 5 years

205

663

 

550

1,127

Residual Terms of Future Total Minimum Lease Payments.

€k

 

Sept. 30, 2016

Sept. 30, 2015

Residual term up to 1 year

383

554

Residual term between 1 and 5 years

213

716

Interest

–46

–143

Present value of minimum lease payments

550

1,127

Other Liabilities.

Breakdown of Other Liabilities.

 

€k

 

 

Residual term

 

Total

up to 1 year

between 1 and 5 years

more than 5 years

Last year’s equivalent figures are shown in brackets.

Further explanatory notes on the other financial liabilities are to be found in Note 21.

Deferred income

167,909
(118,057)

114,007
(105,246)

53,902
(12,811)

0
(0)

Other tax liabilities

28,843
(35,821)

28,843
(35,821)

0
(0)

0
(0)

Social security liabilities

7,624
(8,848)

7,624
(8,848)

0
(0)

0
(0)

Other non-financial liabilities

204,376
(162,726)

150,474
(149,915)

53,902
(12,811)

0
(0)

Liabilities to employees

71,396
(41,289)

71,396
(41,289)

0
(0)

0
(0)

Interest rate derivatives

8,134
(6,840)

0
(0)

8,134
(6,840)

0
(0)

Forward currency transactions

2,572
(7,980)

2,572
(7,980)

0
(0)

0
(0)

Liabilities for share-based payment

24,639
(0)

13,526
(0)

11,113
(0)

0
(0)

Put-option of non-controlling interests

46,710
(0)

2,400
(0)

39,610
(0)

4,700
(0)

Others

17,800
(22,735)

17,800
(22,735)

0
(0)

0
(0)

Other financial liabilities

171,251
(78,844)

107,694
(72,004)

58,857
(6,840)

4,700
(0)

 

375,627
(241,570)

258,168
(221,919)

112,759
(19,651)

4,700
(0)

Share-based Payment Program.

Wincor Nixdorf has set up 13 share-based payment programs for managers since 2004 (2004 - 2016). The following conditions have to be applied to programs 2013 to 2015:

The vesting period of the share options is four years. Each share option entitles the bearer to purchase one share in the Company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. In each case, the exercise price is equivalent to 112% of the average exchange price on the 30 stock exchange trading days that immediately preceded the issue of stock options on March 22, 2013 (program 2013), March 26, 2014 (program 2014 ) and March 25, 2015 (program 2015) (program 2013: €38.57, program 2014: €56.20, program 2015: €43.93); it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria have not been changed during the life of the programs until now. The options can be exercised within a period of ten stock exchange trading days commencing on the first stock exchange trading day following expiration of the holding period of four years (exercise period). The vesting conditions also stipulate that the declaration of exercise may or must be issued during the specified vesting period of four years, within the last ten stock exchange trading days in XETRA on the Frankfurt Stock Exchange, effective from the end of the last day of the vesting period or a later date. Basically, the holder of the option has to remain in the Company’s employ until the end of the vesting period.

In addition, another share-based payment program for managers (share-based payment program 2016) was issued on April 12, 2016, with 714,470 share options at an exercise price of €59.49. The vesting period of the share options is four years. Each share option entitles the bearer to purchase one share in the Company at the exercise price (strike price). There is no limit to the profit which can accrue upon purchase. In each case, the exercise price is equivalent to 112% of the average exchange price of the share on the 10 stock exchange trading days immediately after Diebold, Inc.’s public announcement of the successful takeover bid, which immediately followed the issue of stock options on April 12, 2016 (€53.12); it takes account of distributions made during the life of the options, such as dividend payments and any drawing rights or other special rights. The target criteria have not been changed during the life of the program until now. The options can be exercised within a period of ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange commencing on the first stock exchange trading day following expiration of the holding period of four years (exercise period). The vesting conditions also stipulate that the declaration of exercise may or must be issued during the specified vesting period of four-years, within the last ten stock exchange trading days in Xetra on the Frankfurt Stock Exchange, effective from the end of the last day of the vesting period or a later date. Basically, the holder of the option has to remain in the Company’s employ until the end of the vesting period.

Previously, all share-based payment programs were classified and accounted for as equity-settled. Due to the implementation of the arrangements made in the business combination agreement with Diebold, Inc. – after the successful fulfilment of the minimum acceptance conditions of Diebold, Inc.’s offer to shareholders of Wincor Nixdorf AG in the third quarter of fiscal 2015/2016 – they were reclassified as an obligation to settle in cash.

Please refer to the disclosure under “Share option reclassification” in the “Changes in Group Equity” table. Until each obligation is settled, the fair value will be remeasured on each reporting date and added in instalments over time. Changes resulting from the measurement will be recognized through profit or loss.

The fair values of the ongoing share-based payment programs were calculated by an external expert using the Black-Scholes-Merton formula.

The underlying assumptions for the ongoing programs are as follows:

 

 

 

 

 

 

Program 2016

Program 2015

Program 2014

Program 2013

Granted share options

714,470

717,048

678,361

774,806

Exercise price of the option at grant date

€59.49

€49.20

€62.94

€43.20

Expected volatility

32.17%

32.17%

32.17%

32.17%

Option life

4 years

4 years

4 years

4 years

Expected dividends

€8.81

€6.15

€3.68

€1.57

Risk-free interest rate

0.01%

0.01%

0.01%

0.01%

Fluctuation rate

2.8%

2.8%

2.8%

2.8%

The total expenses recognized in the reporting period for all ongoing share-based payment programs amount to €24,273k (2014/2015: €5,068k). In addition to the expenses for the measurement of the ongoing share-based payment programs as of the reporting date, these total expenses also include the expenses from the measurement of the 2012 share-based payment program that expired in March. The overall obligation from the ongoing share-based payment programs 2013 - 2016, recognized as a financial liability, totals €24,639k.

Share options reported as of September 30, 2016, consist of options from share-based payment programs 2013 to 2016. The program 2013 will expire in March 2017, the program 2014 in March 2018, the program 2015 in March 2019 and the program 2016 in March 2020. The weighted average residual term of the programs is about 2 years.

The vesting period for the 2012 share-based payment program expired on March 30, 2016. Of the 699,725 stock options issued, 580,025 options have been exercised. The exercise price, including dividends, was €40.74. In line with the requirements for determining the relevant share price and adjusting the exercise period for the 2012 tranche, which were amended by an AGM resolution of January 25, 2016, under agenda items 9 c) and 9 d), the relevant share price was calculated on the basis of the unweighted average of the share price in the Xetra trading system at the Frankfurt Stock Exchange in the closing auction of the 10 trading days directly following the publication on March 29, 2016, of the announcement of the successful takeover bid by Diebold, Inc.. It amounts to €53.12. The resulting profit per option is €12.38. The options were settled in cash.

The expected volatility was calculated as the average of the historic volatilities of EUREX options to the Wincor Nixdorf share for 3-month and 12-month periods.

The changes in the composition of share options are as follows:

 

 

 

 

 

 

2015/2016

2014/2015

 

 

Average exercise price

 

Average exercise price

 

Number

Number

As of October 1

2,609,010

50.13

2,524,329

53.83

Granted during the period

714,470

59.49

717,048

49.20

Exercised during the period

580,025

45.02

0

Expired during the period

78,500

53.21

632,367

63.84

As of September 30

2,664,955

53.66

2,609,010

50.13

Exercisable as of September 30

0

0