DJ DGAP-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated / Third country release according to Article 50
Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the
objective of Europe-wide distribution
2020-05-05 / 14:00
Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*UNITED STATES*
*SECURITIES AND EXCHANGE COMMISSION*
*WASHINGTON, D.C. 20549*
*FORM 8-K*
*CURRENT REPORT*
*Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934*
*Date of Report (Date of Earliest Event Reported): *May 5, 2020
*Diebold Nixdorf, Incorporated*
(Exact name of registrant as specified in its charter)
=-----------------------------------------------------
Ohio 1-4879 34-0183970
(State or
other
jurisdicti (I.R.S.
on (Commission Employer
of
incorporat Identification
ion) File Number) No.)
5995
Mayfair
Road, P.O.
Box 3077,
North
Canton,
Ohio 44720-8077
(Address
of
principal
executive
offices) (Zip Code)
Registrant's telephone number, including area code: (330) 490-4000
Not Applicable
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:
- Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
*Name
of
each
exchan
ge on
which
*Title of each *Trading regist
class* Symbol* ered*
*New
York
Stock
*Common shares, $1.25 par value per Exchan
share* *DBD* ge*
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company -
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. -
*Item 2.02 Results of Operations and Financial Condition*
On May 5, 2020, Diebold Nixdorf, Incorporated (the 'Company') issued a news release announcing its results for the first
quarter of 2020 (the 'News Release'). The News Release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information in this Item 2.02 shall not be deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the 'Exchange Act'), or otherwise subject to the liabilities of that section and shall not be
incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as
amended.
*Item 9.01 Financial Statements and Exhibits*
*(d) Exhibits.*
*Exhibit*
*Number* *Description*
99.1 News release of Diebold Nixdorf, Incorporated dated May 5, 2020
Cover Page Interactive Data File (embedded within the Inline XBRL document)
104
*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 hereunto duly authorized.
Diebold Nixdorf, Incorporated
May 5, 2020 By: _/s/ Jeffrey Rutherford_
Name: Jeffrey Rutherford
Senior Vice President and
Title: Chief Financial Officer
(Principal Financial
Officer)
*Exhibit 99.1*
*Press Release*
_Media contact:_
_Investor contact:_
Mike Jacobsen, APR
Steve Virostek
+1 330 490 3796
+1 330 490 6319
michael.jacobsen@dieboldnixdorf.com
steve.virostek@dieboldnixdorf.com
*FOR IMMEDIATE RELEASE:*
May 5, 2020
*DIEBOLD NIXDORF REPORTS 2020 FIRST QUARTER FINANCIAL RESULTS*
_Company reports strong profitability and cash flow improvements while managing the early complexities of COVID-19_
NORTH CANTON, Ohio - Diebold Nixdorf (NYSE:DBD) today reported its first quarter 2020 financial results.
*Key highlights*
- Maintaining adequate liquidity and targeting break-even free cash flow for the full year
- GAAP operating loss was $26.0 million, a 6.1% increase, while non-GAAP operating profit was $63.0 million, a 132.4%
increase from the prior-year period attributable to effective execution of DN Now initiatives
- Targeting incremental cost savings of $80 million - $100 million in addition to the company's previously announced DN Now
savings initiatives
- Strong resiliency of operations during COVID-19 crisis and lockdowns
*Gerrard Schmid, Diebold Nixdorf president and chief executive officer, said: *'From the earliest stages of the COVID-19
crisis, our primaryfocus has been protecting the health and well-being of our employees while delivering value to our
customers, a majority of whom are in essential industries. We have received strong validation from our clients as we keep
their critical channels up and running. Our performance during the pandemic has fortified our status as a trusted
technology partner with resilient operations.'
Schmid continued, 'For the quarter, we were pleased with our financial performance as we delivered stronger-than-expected
orders, revenue in line with our expectations and continued year-over-year improvements in profitability and cash flow. Our
DN Now initiatives -- centered on enhancing customer relationships, reducing costs and harvesting working capital -- are
clearly yielding results and have made our business model much more resilient. We are leveraging the operational rigor
developed over the past two years to implement incremental cost-savings actions that enable the company to target
break-even free cash flow for the full year -- even under difficult scenarios. Additionally, we have taken steps to further
strengthen our liquidity position to maintain financial flexibility during the crisis. I am confident that Diebold Nixdorf
is well positioned to persevere in this environment and emerge as a stronger company.'
*Financial results compared with Q1 2019*
- Revenue of $910.7 million decreased 11.4%, in line with company expectations, reflecting headwinds of approximately $69
million from currency effects, divestitures and the COVID-19 impact
- GAAP gross profit of $226.8 million decreased 7.8%; non-GAAP gross profit of $254.1 million improved 2.7%
- GAAP gross margin improved 100 basis points to 24.9%; non-GAAP gross margin improved 380 basis points to 27.9%
- Net loss of $93.4 million improved by 29.2%
- Adjusted EBITDA of $89.5 million improved 37.5%; adjusted EBITDA margin improved 350 basis points to 9.8%
- Net cash used by operating activities increased $22.8 million; free cash use improved 9.3% to $65 million
- GAAP loss per share was $1.20 during the quarter, or a loss of $0.34 per share on a non-GAAP basis
*Other business updates*
- Significant new wins include a number of new contracts with recurring revenue:
- Signed a six-year managed services contract valued at more than $20 million with Bank99, the new bank of the Austrian
Post established to service 99% of all people living in Austria.
- Secured a new, five-year managed services contract with Delhaize, the second-largest food retailer in Belgium, for
monitoring, help desk and incident follow-up.
- Won two cash recycler and ATM deals valued at more than $30 million with Tecnologia Bancaria in Brazil and a top bank in
Ecuador.
- Signed a new contract encompassing technical safety equipment, software and maintenance services for approximately 1,500
quick-service restaurants in Germany.
1 of 10
*Financial Results of Operations and Segments*
Revenue Summary by Reportable Segments - Unaudited
_Three months ended March
31, 2020 compared to
March 31, 2019_
(Dollars
in
millions
) *Three Months Ended*
*March 31,*
*%
Change
*% in
*2020* *2019* Change* CC(1)*
Segments
Eurasia
Banking
Services $ 179.2 $ 212.3 (15.6) (13.6)
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DJ DGAP-CMS: Diebold Nixdorf, Incorporated: Release -2-
Products 98.3 127.8 (23.1) (20.9)
Software 33.0 42.5 (22.4) (20.3)
Total
Eurasia
Banking 310.5 382.6 (18.8) (16.8)
Americas
Banking
Services 217.0 222.1 (2.3) (0.9)
Products 93.2 108.5 (14.1) (12.8)
Software 34.5 32.1 7.5 13.5
Total
Americas
Banking 344.7 362.7 (5.0) (3.3)
Retail
Services 107.6 109.8 (2.0) 0.8
Products 109.0 139.4 (21.8) (19.9)
Software 38.9 33.6 15.8 19.3
Total
Retail 255.5 282.8 (9.7) (7.2)
Total
net
sales $ 910.7 $ 1,028.1 (11.4) (9.3)
(1) - The company calculates constant currency by translating the prior-year period results at the current year exchange
rate.
_GAAP and Non-GAAP Profit/Loss Summary_
(Dollars
in
millions) *Three Months Ended*
*March 31,
2020* *March 31, 2019* *Change*
*GAAP* *Non-GAAP(1)* *GAAP* *Non-GAAP(1)* *GAAP* *Non-GAAP*
Services $ 117.9 $ 136.2 $ 133.4 $ 134.6 $ (15.5) $ 1.6
Products 66.8 73.8 83.7 81.9 (16.9) (8.1)
Software 42.1 44.1 29.0 31.0 13.1 13.1
Total
gross
profit $ 226.8 $ 254.1 $ 246.1 $ 247.5 $ (19.3) $ 6.6
)
Services 23.4 % 27.0% 24.5 % 24.7% (110bps 230 bps
)
Products 22.2 % 24.6% 22.3 % 21.8% (10bps 280 bps
Software 39.6 % 41.4% 26.8 % 28.7% 1,280 bps 1,270 bps
Total
gross
margin 24.9 % 27.9% 23.9 % 24.1% 100 bps 380 bps
Total
operating
expenses $ 252.8 $ 191.1 $ 270.6 $ 220.4 $ (17.8) $ (29.3)
Operating
profit $ (26.0) $ 63.0 $ (24.5) $ 27.1 $ (1.5) $ 35.9
)
Operating
margin (2.9)% 6.9% (2.4)% 2.6% (50bps 430 bps
(1) - See footnote 1 for adjustments to gross profit/gross margin; selling and administrative expense; research,
development and engineering expense; and other operating income/expense.
2 of 10
*Overview Presentation and Conference Call*
More information on Diebold Nixdorf's quarterly earnings is available on its Investor Relations website. Gerrard Schmid,
president and chief executive officer, and Jeffrey Rutherford, chief financial officer, will discuss the company's
financial performance during a conference call today at 8:30 a.m. (ET). Both the presentation and access to the call /
webcast are available at http://www.dieboldnixdorf.com/earnings. The replay of the webcast can be accessed on the web site
for up to three months after the call.
*About Diebold Nixdorf*
Diebold Nixdorf, Incorporated (NYSE: DBD) is a world leader in enabling connected commerce. We automate, digitize and
transform the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top
25 global retailers, our integrated solutions connect digital and physical channels conveniently, securely and efficiently
for millions of consumers each day. The company has a presence in more than 100 countries with approximately 22,000
employees worldwide. Visit www.DieboldNixdorf.com for more information.
Twitter: @DieboldNixdorf
LinkedIn: www.linkedin.com/company/diebold
Facebook: www.facebook.com/DieboldNixdorf
YouTube: www.youtube.com/dieboldnixdorf
*Non-GAAP Financial Measures and Other Information*
To supplement our condensed consolidated financial statements presented in accordance with GAAP, the company considers
certain financial measures that are not prepared in accordance with GAAP, including non-GAAP results, adjusted diluted
earnings per share, free cash flow/(use), net debt, EBITDA, adjusted EBITDA and constant currency results. The company
calculates constant currency by translating the prior year results at the current year exchange rate. The company uses
these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating and financial
performance and to compare such performance to that of prior periods and to the performance of our competitors. Also, the
company uses these non-GAAP financial measures in making operational and financial decisions and in establishing
operational goals. The company also believes providing these non-GAAP financial measures to investors, as a supplement to
GAAP financial measures, helps investors evaluate our operating and financial performance and trends in our business,
consistent with how management evaluates such performance and trends. The company also believes these non-GAAP financial
measures may be useful to investors in comparing its performance to the performance of other companies, although its
non-GAAP financial measures are specific to the company and the non-GAAP financial measures of other companies may not be
calculated in the same manner. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities
analysts will find EBITDA and adjusted EBITDA to be useful measures for evaluating our operating performance and comparing
our operating performance with that of similar companies that have different capital structures and for evaluating our
ability to meet our future debt service, capital expenditures and working capital requirements. We are also providing
EBITDA and adjusted EBITDA in light of our credit agreement and the issuance of our 8.5% senior notes due 2024. For more
information, please refer to the section, 'Notes for Non-GAAP Measures.'
3 of 10
*Forward-Looking Statements*
This press release contains statements that are not historical information are 'forward-looking statements' within the
meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding potential impact of the
ongoing coronavirus (COVID-19) pandemic, anticipated revenue, future liquidity and financial position. Statements can
generally be identified as forward looking because they include words such as 'believes,' 'anticipates,' 'expects,'
'could,' 'should' or words of similar meaning. Statements that describe the company's future plans, objectives or goals are
also forward-looking statements. Forward-looking statements are subject to assumptions, risks and uncertainties that may
cause actual results to differ materially from those contemplated by such forward-looking statements. The factors that may
affect the company's results include, among others: the ultimate impact of the ongoing COVID-19 pandemic on the company's
business, results of operations, financial condition and liquidity; the ultimate impact of the appraisal proceedings
initiated in connection with the implementation of the domination and profit and loss transfer agreement with Diebold
Nixdorf AG and the merger squeeze-out; the company's ability to achieve benefits from its cost-reduction initiatives and
other strategic initiatives, such as DN Now, including its planned restructuring actions, and its incremental cost savings
actions, as well as its business process outsourcing initiative; the success of the company's new products, including its
DN Series line; the company's ability to comply with the covenants contained in the agreements governing its debt; the
company's ability to successfully refinance its debt when necessary or desirable; the ultimate outcome of the company's
pricing, operating and tax strategies applied to former Diebold Nixdorf AG and the ultimate ability to realize cost
reductions and synergies; changes in political, economic or other factors such as currency exchange rates, inflation rates,
recessionary or expansive trends, taxes and regulations and laws affecting the worldwide business in each of the company's
operations; the company's reliance on suppliers and any potential disruption to the company's global supply chain; the
impact of market and economic conditions, including any additional deterioration and disruption in the financial and
service markets, including the bankruptcies, restructurings or consolidations of financial institutions, which could reduce
our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact
the availability and cost of credit; interest rate and foreign currency exchange rate fluctuations, including the impact of
possible currency devaluations in countries experiencing high inflation rates; the acceptance of the company's product and
technology introductions in the marketplace; competitive pressures, including pricing pressures and technological
developments; changes in the company's relationships with customers, suppliers, distributors and/or partners in its
business ventures; the effect of legislative and regulatory actions in the United States and internationally and the
company's ability to comply with government regulations; the impact of a security breach or operational failure on the
company's business; the company's ability to successfully integrate other acquisitions into its operations; the company's
success in divesting, reorganizing or exiting non-core and/or non-accretive businesses; the company's ability to maintain
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DJ DGAP-CMS: Diebold Nixdorf, Incorporated: Release -3-
effective internal controls; changes in the company's intention to further repatriate cash and cash equivalents and
short-term investments residing in international tax jurisdictions, which could negatively impact foreign and domestic
taxes; unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation,
claims or assessments; the investment performance of the company's pension plan assets, which could require the company to
increase its pension contributions, and significant changes in healthcare costs, including those that may result from
government action; the amount and timing of repurchases of the company's common shares, if any; and other factors included
in the company's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2019 and in
other documents that the company files with the SEC. You should consider these factors carefully in evaluating
forward-looking statements and are cautioned not to place undue reliance on such statements. The company assumes no
obligation to update any forward-looking statements, which speak only to the date of this release.
4 of 10
*DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES*
*CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED (IN MILLIONS, EXCEPT EARNINGS PER SHARE)*
*YTD 3/31/2020* *YTD 3/31/2019*
Net sales
Services $ 587.8 $ 628.7
Products 322.9 399.4
*Total* 910.7 1,028.1
Cost of sales
Services 437.5 471.5
Products 246.4 310.5
*Total* 683.9 782.0
*Gross profit* 226.8 246.1
Gross margin 24.9 % 23.9 %
Operating expenses
Selling and administrative
expense 222.1 230.3
Research, development and
engineering expense 32.5 36.9
(Gain) loss on sale of
assets, net (1.8) 3.4
Total 252.8 270.6
Percent of net sales 27.8 % 26.3 %
*Operating profit (loss)* (26.0) (24.5)
Operating margin (2.9)% (2.4)%
Other income (expense)
Interest income 1.1 2.9
Interest expense (48.0) (50.9)
Foreign exchange gain, net 0.4 2.8
Miscellaneous, net (0.9) (1.4)
Total other income
(expense) (47.4) (46.6)
*Loss before taxes* (73.4) (71.1)
Income tax expense 20.0 60.4
Equity in earnings of
unconsolidated
subsidiaries - (0.4)
Net loss (93.4) (131.9)
Net (loss) income
attributable to
noncontrolling interests (0.6) 0.8
*Net loss attributable to
Diebold Nixdorf,
Incorporated* $ (92.8) $ (132.7)
Basic and diluted
weighted-average shares
outstanding 77.2 76.4
*Net loss attributable to
Diebold Nixdorf,
Incorporated*
Basic and diluted loss per
share $ (1.20) $ (1.74)
5 of 10
*DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES*
*CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED*
*(IN MILLIONS)*
*3/31/2020* *12/31/2019*
ASSETS
Current assets
Cash, cash equivalents and
restricted cash $ 512.1 $ 280.9
Short-term investments 13.5 10.0
Trade receivables, less
allowances for doubtful
accounts 594.5 619.3
Inventories 475.5 466.5
Other current assets 449.8 515.3
Total current assets 2,045.4 1,892.0
Securities and other
investments 18.1 21.4
Property, plant and equipment,
net 216.1 231.5
Goodwill 736.2 764.0
Customer relationships, net 418.5 447.7
Other assets 404.5 434.0
Total assets $ 3,838.8 $ 3,790.6
LIABILITIES, REDEEMABLE
NONCONTROLLING INTERESTS AND
EQUITY
Current liabilities
Notes payable $ 103.4 $ 32.5
Accounts payable 499.2 471.5
Deferred revenue 371.4 320.5
Other current liabilities 671.7 775.1
Total current liabilities 1,645.7 1,599.6
Long-term debt 2,353.4 2,108.7
Long-term liabilities 529.7 567.7
Redeemable noncontrolling
interests 20.6 20.9
Total Diebold Nixdorf,
Incorporated shareholders'
equity (727.9) (530.3)
Noncontrolling interests 17.3 24.0
Total equity (710.6) (506.3)
Total liabilities, redeemable
noncontrolling interests and
equity $ 3,838.8 $ 3,790.6
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*DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES*
*CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (IN MILLIONS)*
*YTD 3/31/2020* *YTD 3/31/2019*
Cash flow from operating
activities
Net loss $ (93.4) $ (131.9)
Adjustments to reconcile
net loss to cash flow used
by operating activities:
Depreciation and
amortization 53.5 58.4
Deferred income taxes (14.1) 4.2
Other 2.2 13.1
Changes in certain assets
and liabilities
Trade receivables (8.0) 33.2
Inventories (33.9) (63.1)
Accounts payable 47.3 (12.4)
Income taxes 31.8 47.2
Deferred revenue 66.4 66.6
Warranty liability (3.6) (2.3)
Certain other assets and
liabilities (128.1) (70.1)
*Net cash used by
operating activities* (79.9) (57.1)
Cash flow from investing
activities
Capital expenditures (5.4) (14.7)
Proceeds from
divestitures, net of cash
divested (38.5) 4.2
Net short-term investment
activity (4.4) 4.4
Increase in certain other
assets (3.4) (5.4)
Net cash used by investing
activities (51.7) (11.5)
Cash flow from financing
activities
Net debt borrowings 319.0 (1.8)
Distributions and payments
to noncontrolling interest
holders - (11.0)
Other (5.0) (1.1)
Net cash provided (used)
by financing activities 314.0 (13.9)
Effect of exchange rate
changes on cash and cash
equivalents (15.6) (0.5)
Change in cash, cash
equivalents and restricted
cash 166.8 (83.0)
Add: Cash included in
assets held for sale at
beginning of period 97.2 7.3
Less: Cash included in
assets held for sale at
end of period 32.8 4.8
Cash, cash equivalents and
restricted cash at the
beginning of the period 280.9 458.4
Cash, cash equivalents and
restricted cash at the end
of the period $ 512.1 $ 377.9
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*Notes for Non-GAAP Measures*
To supplement our condensed consolidated financial statements presented in accordance with GAAP, the company considers
certain financial measures that are not prepared in accordance with GAAP, including non-GAAP results, EBITDA and Adjusted
EBITDA, adjusted earnings per share, free cash flow/(use) and net debt.
1. Profit/loss summary (Dollars in millions):
*YTD *YTD
3/31/2020* 3/31/2019*
*Gross* *% of* *% of* *Gross* *% of* *% of*
*Net
*Net Sale
Sales* *Profit* *Sales* *OPEX* *OP* *Sales* s* *Profit* *Sales* *OPEX* *OP* *Sales*
1,
02
8.
GAAP Results $ 910.7 $ 226.8 24.9% $ 252.8 $ (26.0) (2.9)% $ 1 $ 246.1 23.9% $ 270.6 $ (24.5) (2.4)%
Restructuring
and DN Now
transformation
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expenses - 0.9 (40.7) 41.6 - 1.5 (13.7) 15.2
Non-routine
income/expense
:
Legal/deal
expense - - (2.4) 2.4 - - (9.4) 9.4
Wincor Nixdorf
purchase
accounting
adjustments - 3.2 (18.2) 21.4 - 3.4 (21.2) 24.6
Costs related
to previously
divested
business in
Germany - 4.8 - 4.8 - - - -
Divestitures
and fixed
asset sales - - 1.7 (1.7) - - (3.4) 3.4
Loss making
contract
related to
discontinued
offering 12.0 - 12.0 - - -
Inventory
charge/gain - 3.7 - 3.7 - (3.6) - (3.6)
Other - 2.7 (2.1) 4.8 - 0.1 (2.5) 2.6
Non-routine
expenses, net - 26.4 (21.0) 47.4 - (0.1) (36.5) 36.4
1,
02
Non-GAAP 8.
Results $ 910.7 $ 254.1 27.9% $ 191.1 $ 63.0 6.9 % $ 1 $ 247.5 24.1% $ 220.4 $ 27.1 2.6 %
*YTD 3/31/2020* *YTD 3/31/2019*
*Total *Total
*Services* *Products* *Software* GP* *Services* *Products* *Software* GP*
GAAP Results $ 117.9 $ 66.8 $ 42.1 $ 226.8 $ 133.4 $ 83.7 $ 29.0 $ 246.1
Restructuring
and DN Now
transformation
expenses 0.6 - 0.3 0.9 1.2 0.1 0.2 1.5
Non-routine
income/expense
: -
Wincor Nixdorf
purchase
accounting
adjustments - 1.5 1.7 3.2 - 1.6 1.8 3.4
Costs related
to previously
divested
business in
Germany - 4.8 - 4.8 - - - -
Loss making
contract
related to
discontinued
offering 12.0 - - 12.0 - - - -
Inventory
charge/gain 3.8 (0.1) - 3.7 (0.1) (3.5) - (3.6)
Other 1.9 0.8 - 2.7 0.1 - - 0.1
Non-routine
expenses, net 17.7 7.0 1.7 26.4 - (1.9) 1.8 (0.1)
Non-GAAP
Results $ 136.2 $ 73.8 $ 44.1 $ 254.1 $ 134.6 $ 81.9 $ 31.0 $ 247.5
Restructuring and DN Now transformation expenses relate to the business transformation plan focused on driving connected
commerce, finance, sales and operational excellence, business integration and global workforce alignment as well as the
third-party costs of the DN Now transformation program. Legal and deal expenses primarily related to third-party expenses
and fees paid by the company for the ongoing obligations related to prior regulatory settlements, including the cost of
acquisition and real estate tax in connection with the squeeze-out proceedings and related expenses during the first
quarter of 2019. The Wincor Nixdorf purchase accounting adjustments relate to the valuation of intangible asset charges as
management believes that this is useful information to investors by highlighting the impact of the acquisition of Wincor
Nixdorf on the company's operations. The Germany costs relate to a previously divested business. The divestitures and fixed
asset sales relates to the divestitures and liquidation of Eurasia non-core businesses in both 2020 and 2019 as well as the
Venezuela business in 2019. The loss making contract represents a charge incurred for expected losses through the
contractual service period. The inventory charge/gain relates to the company's re-assessment of primarily finished goods
and service parts due to contract cancellations and excess and obsolete inventory as a result of streamlining the company's
product portfolio and optimizing its manufacturing footprint. Other includes incremental payments to essential service
technicians for their contributions during the COVID-19 pandemic and certain IT projects, as well as executive severance,
and certain non-cash balance sheet adjustments in Brazil, Hong Kong and Canada.
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2. Reconciliation of GAAP net income (loss) to EBITDA and Adjusted EBITDA measures (Dollars in millions):
*TTM
3/31/20
*YTD 3/31/2020* *YTD 3/31/2019* 20*
*Net loss* $ (93.4) $ (131.9) $ (306.1)
Income tax
expense
(benefit) 20.0 60.4 76.3
Interest
income (1.1) (2.9) (7.5)
Interest
expense 48.0 50.9 200.0
Depreciation
and
amortization 49.3 53.3 200.2
*EBITDA* 22.8 29.8 162.9
Share-based
compensation 4.0 9.3 18.7
Foreign
exchange
(gain) loss,
net (0.4) (2.8) 7.5
Miscellaneous,
net 0.9 1.4 3.1
Equity in
earnings of
unconsolidated
subsidiaries - 0.4 (1.4)
Restructuring
and DN Now
transformation
expenses 36.2 15.2 133.9
Non-routine
expenses, net 26.0 11.8 100.6
*Adjusted
EBITDA* $ 89.5 $ 65.1 $ 425.3
Adjusted
EBITDA %
revenue 9.8% 6.3% 9.9%
We define EBITDA as net loss excluding income tax benefit, net interest, and depreciation and amortization expense. As
defined in the company's credit agreement, Adjusted EBITDA is EBITDA before the effect of the following items: share-based
compensation, foreign exchange loss net, miscellaneous net, equity in earnings of unconsolidated subsidiaries,
restructuring expenses and non-routine expenses net, as outlined in Note 1 of the non-GAAP measures. In order to remain
comparable to the U.S. GAAP depreciation and amortization measures, the Company excluded $21.4 and $24.6, respectively,
from non-routine expenses, net in the Adjusted EBITDA reconciliation for the three months ended March 31, 2020 and 2019,
respectively. Additionally, $5.4 of accelerated depreciation expense for the three months ended March 31, 2020 was excluded
from Restructuring and DN Now transformation expenses. Deferred financing fees amortization is included in interest expense
and GAAP depreciation and amortization; as a result, the Company excluded $4.2 and $5.1 for the three months ended March
31, 2020 and 2019, respectively, from the depreciation and amortization caption. Miscellaneous, net primarily consists of
company owned life insurance contracts. These are non-GAAP financial measurements used by management to enhance the
understanding of our operating results. EBITDA and Adjusted EBITDA are key measures we use to evaluate our operational
performance. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities analysts will find
EBITDA and Adjusted EBITDA to be useful measures for evaluating our operating performance and comparing our operating
performance with that of similar companies that have different capital structures and for evaluating our ability to meet
our future debt service, capital expenditures, and working capital requirements. However, EBITDA and Adjusted EBITDA should
not be considered as alternatives to net income as a measure of operating results or as alternatives to cash flows from
operating activities as a measure of liquidity in accordance with GAAP.
3. Reconciliation of diluted GAAP EPS to non-GAAP EPS:
*YTD 3/31/2020* *YTD 3/31/2019*
Total diluted EPS
attributable to Diebold
Nixdorf, Incorporated
(GAAP measure) $ (1.20) $ (1.74)
Restructuring and DN Now
transformation expenses 0.54 0.20
Non-routine
income/expense:
Legal/deal expense 0.03 0.12
Wincor Nixdorf purchase
accounting adjustments 0.28 0.32
Costs related to
previously divested
business in Germany 0.06 -
Divestitures and fixed
asset sales (0.02) 0.04
Loss making contract
related to discontinued
offering 0.16 -
Inventory charge/gain 0.05 (0.05)
Other 0.05 0.05
Total non-routine
(income)/expense 0.61 0.48
Tax impact (inclusive of
allocation of discrete tax
items) 0.29 (0.43)
Total adjusted EPS
(non-GAAP measure) $ (0.34) $ (0.63)
(MORE TO FOLLOW) Dow Jones Newswires
May 05, 2020 08:00 ET (12:00 GMT)
Restructuring and DN Now transformation expenses relate to the business transformation plan focused on driving connected
commerce, finance, sales and operational excellence, business integration and global workforce alignment as well as the
third-party costs of the DN Now transformation program. Legal and deal expenses primarily related to third-party expenses
and fees paid by the company for the ongoing obligations related to prior regulatory settlements, including the cost of
acquisition and real estate tax in connection with the squeeze-out proceedings and related expenses during the first
quarter of 2019. The Wincor Nixdorf purchase accounting adjustments relate to the valuation of intangible asset charges as
management believes that this is useful information to investors by highlighting the impact of the acquisition of Wincor
Nixdorf on the company's operations. The Germany costs relate to a previously divested business. The divestitures and fixed
asset sales relates to the divestitures and liquidation of Eurasia non-core businesses in both 2020 and 2019 as well as the
Venezuela business in 2019. The loss making contract represents a charge incurred for expected losses through the
contractual service period. The inventory charge/gain relates to the company's re-assessment of primarily finished goods
and service parts due to contract cancellations and excess and obsolete inventory as a result of streamlining the company's
product portfolio and optimizing its manufacturing footprint. Other includes incremental payments to essential service
technicians for their contributions
9 of 10
during the COVID-19 pandemic and certain IT projects, as well as executive severance, and certain non-cash balance sheet
adjustments in Brazil, Hong Kong and Canada.
4. Free cash flow (use) is calculated as follows (Dollars in millions):
*TTM
*YTD 3/31/2020* *YTD 3/31/2019* 3/31/2020*
Net cash
provided
(used) by
operating
activitie
s (GAAP
measure) $ (79.9) $ (57.1) $ 113.0
Excluding
the
impact of
changes
in cash
of assets
held for
sale 20.2 - 20.2
Capital
expenditu
res (5.4) (14.7) (33.6)
Free cash
flow/(use
)
(non-GAAP
measure) $ (65.1) $ (71.8) $ 99.6
We define free cash flow (use) as net cash provided (used) by operating activities from continuing operations (excluding
assets held for sale) less capital expenditures. We consider free cash flow (use) to be a liquidity measure that provides
useful information to management and investors about the amount of cash generated by the business that, after the purchase
of property and equipment, can be used for debt servicing, strategic opportunities, including investing in the business,
making strategic acquisitions, strengthening the balance sheet and paying dividends.
5. Net debt is calculated as follows (Dollars in millions):
*3/31/2020* *12/31/2019* *3/31/2019*
Cash, cash
equivalents,
restricted cash and
short-term
investments (GAAP
measure) $ 525.6 $ 290.9 $ 409.4
Cash included in
assets held for
sale 23.3 97.2 4.8
Debt instruments (2,456.8) (2,141.2) (2,238.4)
Net debt (non-GAAP
measure) $ (1,907.9) $ (1,753.1) $ (1,824.2)
The company's management believes that given the significant cash, cash equivalents, restricted cash and short-term
investments on its balance sheet that net cash against outstanding debt is a meaningful net debt calculation. Cash included
in assets held for sale excludes approximately $9.5 million of cash that is greater than expected net proceeds on the
disposition of one of the assets. As of March 31, 2020, approximately 38% of the company's cash, cash equivalents,
restricted cash and short-term investments reside in international tax jurisdictions. For all other periods presented, more
than 90% of the company's cash, cash equivalents, restricted cash and short-term investments reside in international tax
jurisdictions.
###
PR_20-3979
10 of 10
2020-05-05 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Diebold Nixdorf, Incorporated
5995 Mayfair Road
44720 North Canton, OH
United States
Internet: www.dieboldnixdorf.com
End of News DGAP News Service
1036155 2020-05-05
(END) Dow Jones Newswires
May 05, 2020 08:00 ET (12:00 GMT)
