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 2020-06-22 / 13:37 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. *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:* June 22, 2020 *DIEBOLD NIXDORF REPORTS PRELIMINARY FINANCIAL RESULTS THROUGH MAY; RE-ESTABLISHES FULL-YEAR FINANCIAL OUTLOOK FOR 2020* _Strong year-over-year improvements to profitability resulting from continued execution of DN Now transformation initiatives and resiliency of the company's business model_ NORTH CANTON, Ohio - Diebold Nixdorf (NYSE:DBD), a global leader in driving connected commerce for the banking and retail industries, today reported preliminary financial results through May and re-established full-year 2020 financial guidance. *Gerrard Schmid, Diebold Nixdorf president and chief executive officer, said: *'Our year-to-date results through May demonstrate the resiliency of our business during the COVID-19 pandemic and solid execution of our DN Now transformation initiatives. In this challenging environment, non-GAAP operating profit of $107 million increased $52 million versus the same period of 2019. This strong performance provides the confidence to re-establish financial guidance for 2020 as we prepare to meet with a number of investors this week. Our outlook includes growth in adjusted EBITDA to a range of $400 million to $440 million and we expect to maintain adequate liquidity with break-even free cash flow.' *Year-to-date financial highlights through May 31, 2020* ? Non-GAAP operating profit of $106.9 million increased $51.5 million, or 93.3% YoY, as a result of higher-quality revenue and the positive effects of DN Now transformation initiatives. Gross margins increased YoY for all three segments and business lines. The company reduced operating expense by 16.0%, or $58 million YoY. Non-GAAP operating profit margin increased approximately 420 basis points YoY to 7.4%. ? Adjusted EBITDA of $149.7 million increased $34.0 million, or 29.4% YoY. Adjusted EBITDA margin increased approximately 380 basis points to 10.4%. ? Free cash use of $176 million increased by $22 million as compared with free cash use of $154 million in the prior-year period. ? Revenue of $1.4 billion declined by 17.4%, or $303 million, YoY resulting primarily from approximately $124 million of net unplanned reductions related to COVID-19 delays and approximately $98 million of net planned reductions. The strength of the U.S. dollar resulted in a foreign currency headwind of approximately $53 million YoY, while divestitures reduced revenue by approximately $28 million YoY. *Outlook for full-year 2020**1**:* ? Revenue of $3.7 billion - $3.9 billion which includes YoY foreign currency headwinds of approximately $120 million2 and divestiture impacts of approximately $80 million. ? Adjusted EBITDA3 in the range of $400 million - $440 million, an increase of up to 10% versus 2019 results. ? The company continues to target approximately $130 million in gross savings from its DN Now transformation initiatives, plus incremental cost savings of $80 million - $100 million which is comprised of both recurring and one-time savings. ? Break-even free cash flow. Also, Diebold Nixdorf has posted a new investor presentation containing additional information on the company's financial position, results of operations, DN Now initiatives and industry statistics on its investors website at https://investors.dieboldnixdorf.com/events-and-presentations [1]. 1 - The company's full year outlook for 2020 is based on the current book of business as well as information available today regarding the potential effect of the coronavirus and the current recession. There are a number of factors, including the potential for a second wave of virus infections and related business implications, that we may not be able to accurately predict. In addition, the 2020 outlook includes the impact of deconsolidating our joint venture in China, which was finalized in the second quarter 2020, and the divestiture of Diebold Nixdorf Portavis GmbH, which was finalized in the first quarter 2020. Collectively, these two businesses generated approximately $110 million of revenue in 2019 are expected to generate approximately $80 million of revenue in 2020. 2 - The foreign currency impact is estimated based on exchange rates as of May 31, 2020. 3 - With respect to the company's non-GAAP adjusted EBITDA outlook for 2020, the company is not providing a reconciliation to the most directly comparable GAAP financial measure because it is unable to predict with reasonable certainty those items that may affect such measures calculated and presented in accordance with GAAP without unreasonable effort. These measures primarily exclude the future impact of restructuring actions and net non-routine items. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, net income calculated and presented in accordance with GAAP. Please see 'Use of Non-GAAP Financial Measures' for additional information regarding our use of non-GAAP financial measures. *Financial Results of Operations* GAAP and Non-GAAP Profit/Loss Summary - Unaudited (Dollars in *Preliminary* millions) *April and May, 2020* *April and May, 2019* *Change* *GAAP* *Non-GAAP(4)* *GAAP* *Non-GAAP(4)* *GAAP* *Non-GAAP* Services $ 303.1 $ 303.1 $ 367.4 $ 367.4 $ (64.3 ) $ (64.3 ) Products 157.1 157.1 276.1 276.1 (119.0 ) (119.0 ) Software 66.3 66.3 69.0 69.0 (2.7 ) (2.7 ) Total net sales $ 526.5 $ 526.5 $ 712.5 $ 712.5 $ (186.0 ) $ (186.0 ) Services $ 77.4 $ 93.4 $ 88.9 $ 91.6 $ (11.5 ) $ 1.8 Products 33.2 34.2 62.5 61.7 (29.3 ) (27.5 ) Software 26.4 27.5 13.3 14.6 13.1 12.9 Total gross profit $ 137.0 $ 155.1 $ 164.7 $ 167.9 $ (27.7 ) $ (12.8 ) Services 25.5 % 30.8 % 24.2 % 24.9 % 130 bps 590 bps ) ) Products 21.1 % 21.8 % 22.6 % 22.3 % (150 bps (50 bps Software 39.8 % 41.5 % 19.3 % 21.2 % 2,050 bps 2,030 bps Total gross margin 26.0 % 29.5 % 23.1 % 23.6 % 290 bps 590 bps Total operating expenses $ 151.1 $ 111.2 $ 171.3 $ 139.6 $ (20.2 ) $ (28.4 ) Operating profit $ (14.1 ) $ 43.9 $ (6.6 ) $ 28.3 $ (7.5 ) $ 15.6 Operating ) margin (2.7 )% 8.3 % (0.9 )% 4.0 % (180 bps 430 bps Adjusted EBITDA $ 10.8 $ 60.2 $ 21.9 $ 50.6 $ (11.1 ) $ 9.6 Adjusted EBITDA ) margin 2.1 % 11.4 % 3.1 % 7.1 % (100 bps 430 bps 4 - See footnote 1 for GAAP to Non-GAAP reconciliations for gross profit/gross margin; selling and administrative expense; research, development and engineering expense; and other operating income/expense and footnote 2 for Adjusted EBITDA. (Dollars in *Preliminary YTD* millions) *May 31, 2020* *YTD May 31, 2019* *Change* *GAAP* *Non-GAAP(5)* *GAAP* *Non-GAAP(5)* *GAAP* *Non-GAAP* Services $ 806.9 $ 806.9 $ 911.6 $ 911.6 $ (104.7 ) $ (104.7 ) Products 457.6 457.6 651.8 651.8 (194.2 ) (194.2 ) Software 172.7 172.7 177.2 177.2 (4.5 ) (4.5 ) Total net 1,437 1,437 1,740 1,740 sales $ .2 $ .2 $ .6 $ .6 $ (303.4 ) $ (303.4 ) Services $ 195.3 $ 229.6 $ 222.3 $ 226.2 $ (27.0 ) $ 3.4 Products 100.0 108.0 146.2 143.5 (46.2 ) (35.5 ) Software 68.5 71.6 42.3 45.6 26.2 26.0 Total gross profit $ 363.8 $ 409.2 $ 410.8 $ 415.3 $ (47.0 ) $ (6.1 ) )
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June 22, 2020 07:37 ET (11:37 GMT)
DJ DGAP-CMS: Diebold Nixdorf, Incorporated: Release -2-
Services 24.2 % 28.5 % 24.4 % 24.8 % (20 bps 370 bps ) Products 21.9 % 23.6 % 22.4 % 22.0 % (50 bps 160 bps Software 39.7 % 41.5 % 23.9 % 25.7 % 1,580 bps 1,580 bps Total gross margin 25.3 % 28.5 % 23.6 % 23.9 % 170 bps 460 bps Total operating expenses $ 403.9 $ 302.3 $ 441.9 $ 359.9 $ (38.0 ) $ (57.6 ) Operating profit $ (40.1 ) $ 106.9 $ (31.1 ) $ 55.4 $ (9.0 ) $ 51.5 Operating ) margin (2.8 )% 7.4 % (1.8 )% 3.2 % (100 bps 420 bps Adjusted EBITDA $ 33.6 $ 149.7 $ 51.7 $ 115.7 $ (18.1 ) $ 34.0 Adjusted EBITDA ) margin 2.3 % 10.4 % 3.0 % 6.6 % (70 bps 380 bps 5 - See footnote 1 for GAAP to Non-GAAP reconciliations for gross profit/gross margin; selling and administrative expense; research, development and engineering expense; and other operating income/expense and footnote 2 for Adjusted EBITDA. *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 *Year-to-date Financials* Year-to-date financial results include preliminary results for April and May of 2020 that have been prepared by the company based on currently available information and have not been reviewed by our independent auditors. Preliminary results require a greater degree of estimation and assumptions than a typical period end closing process. As a result, second quarter results, and the actual results for April and May of 2020 included therein, may differ materially from the preliminary results presented above due to the finalization of quarterly financial and accounting procedures. The above preliminary results should not be considered a substitute for the financial statements for the second quarter ending June 30, 2020 prepared in accordance with GAAP, and investors should not place undue reliance upon the preliminary results. *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, free cash flow/(use), net debt, EBITDA and adjusted EBITDA. 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.' *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 and adjusted EBITDA, 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 finalization of the company's financial statements for the quarter ending June 30, 2020; 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 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, Form 10-Q and in other documents that the company files with the SEC. You should consider these factors carefully in evaluating forward-looking statements and are
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June 22, 2020 07:37 ET (11:37 GMT)
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. *DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES* *CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED* *(IN MILLIONS, EXCEPT EARNINGS PER SHARE)* *Preliminary *Preliminary *YTD* April and *April and YTD* *May 31, May, 2020* May, 2019* *May 31, 2020* 2019* Net sales 1,054. Services $ 357.8 $ 425.3 $ 945.6 $ 0 Products 168.7 287.2 491.6 686.6 *Total* 526.5 712.5 1,437.2 1,740.6 Cost of sales Services 258.3 328.1 695.8 799.6 Products 131.2 219.7 377.6 530.2 *Total* 389.5 547.8 1,073.4 1,329.8 *Gross profit* 137.0 164.7 363.8 410.8 Gross margin 26.0 % 23.1 % 25.3 % 23.6 % Operating expenses Selling and administrativ e expense 123.9 151.6 346.0 381.9 Research, development and engineering expense 21.1 26.2 53.6 63.1 (Gain) loss on sale of assets, net 6.1 (6.5 ) 4.3 (3.1 ) Total 151.1 171.3 403.9 441.9 Percent of net sales 28.7 % 24.0 % 28.1 % 25.4 % *Operating profit (loss)* (14.1 ) (6.6 ) (40.1 ) (31.1 ) Operating margin (2.7 )% (0.9 )% (2.8 )% (1.8 )% Other income (expense) Interest income 1.6 1.1 2.7 4.0 Interest expense (31.3 ) (32.8 ) (79.3 ) (83.7 ) Foreign exchange loss, net (4.6 ) (5.6 ) (4.2 ) (2.8 ) Miscellaneous , net (1.1 ) (0.6 ) (2.0 ) (2.0 ) Total other income (expense) (35.4 ) (37.9 ) (82.8 ) (84.5 ) *Loss before taxes* (49.5 ) (44.5 ) (122.9 ) (115.6 ) Income tax expense 15.7 8.5 35.7 68.9 Equity in earnings of unconsolidate d subsidiaries - (0.4 ) - (0.8 ) Net loss (65.2 ) (53.4 ) (158.6 ) (185.3 ) Net (loss) income attributable to noncontrollin g interests 0.2 (5.8 ) (0.4 ) (5.0 ) *Net loss attributable to Diebold Nixdorf, Incorporated* $ (65.4 ) $ (47.6 ) $ (158.2 ) $ (180.3 ) Basic and diluted weighted-aver age shares outstanding 77.6 76.7 77.4 76.5 *Net loss attributable to Diebold Nixdorf, Incorporated* Basic and diluted loss per share $ (0.84 ) $ (0.62 ) $ (2.04 ) $ (2.36 ) *DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES* *CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED* *(IN MILLIONS)* *Preliminary* *May 31, 2020* *December 31, 2019* ASSETS Current assets Cash, cash equivalents and restricted cash $ 382.0 $ 280.9 Short-term investments 12.3 10.0 Trade receivables, less allowances for doubtful accounts 562.3 619.3 Inventories 529.9 466.5 Other current assets 441.5 515.3 Total current assets 1,928.0 1,892.0 Securities and other investments 19.8 21.4 Property, plant and equipment, net 209.5 231.5 Goodwill 738.3 764.0 Customer relationships, net 413.1 447.7 Other assets 389.5 434.0 Total assets $ 3,698.2 $ 3,790.6 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY Current liabilities Notes payable $ 101.0 $ 32.5 Accounts payable 459.5 471.5 Deferred revenue 342.8 320.5 Other current liabilities 648.7 775.1 Total current liabilities 1,552.0 1,599.6 Long-term debt 2,363.3 2,108.7 Long-term liabilities 524.0 567.7 Redeemable noncontrolling interests 20.6 20.9 Total Diebold Nixdorf, Incorporated shareholders' equity (779.1 ) (530.3 ) Noncontrolling interests 17.4 24.0 Total equity (761.7 ) (506.3 ) Total liabilities, redeemable noncontrolling interests and equity $ 3,698.2 $ 3,790.6 *DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES* *CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED* *(IN MILLIONS)* *Preliminary YTD May *YTD* 31, 2020* *May 31, 2019* Cash flow from operating activities Net loss $ (158.6 ) $ (185.3 ) Adjustments to reconcile net loss to cash flow used by operating activities: Depreciation and amortization 89.3 96.9 Deferred income taxes (19.8 ) (3.1 ) Other 10.7 10.3 Changes in certain assets and liabilities Trade receivables 32.8 64.7 Inventories (81.8 ) (50.0 ) Accounts payable 2.3 (31.7 ) Income taxes 42.9 46.6 Deferred revenue 33.3 35.1 Warranty liability (5.4 ) (2.7 ) Certain other assets and liabilities (153.7 ) (116.2 ) *Net cash used by operating activities* (208.0 ) (135.4 ) Cash flow from investing activities Capital expenditures (7.6 ) (18.4 ) Proceeds from divestitures, net of cash divested (39.2 ) 7.8 Net short-term investment activity (4.6 ) 26.6 Increase in certain other assets (3.6 ) (7.2 ) Net cash used by investing activities (55.0 ) 8.8 Cash flow from financing activities Net debt borrowings 317.0 21.5 Distributions and payments to noncontrollin g interest holders - (99.0 ) Other (5.3 ) (1.5 ) Net cash provided (used) by financing activities 311.7 (79.0 ) Effect of exchange rate changes on cash and cash equivalents (12.5 ) (4.0 ) Change in cash, cash equivalents and restricted cash 36.2 (209.6 ) 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 32.3 2.6 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 $ 382.0 $ 253.5 *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): *Preliminary April and May, 2020* *April and May, 2019* *% of *% of *Net *Gross Sales *% of *Net *Gross Sales *% of Sales* Profit* * *OPEX* *OP* Sales* Sales* Profit* * *OPEX* *OP* Sales* GAAP Results $ 526.5 $ 137.0 26.0 % $ 151.1 $ (14.1 ) (2.7 )% $ 712.5 $ 164.7 23.1 % $ 171.3 $ (6.6 ) (0.9 )% Restructuring and DN Now transformatio n expenses - 0.7 (19.4 ) 20.1 - 0.5 (20.0 ) 20.5 Non-routine income/expens e: Legal/deal expense - - (2.3 ) 2.3 - - (3.5 ) 3.5 Wincor Nixdorf purchase accounting adjustments - 2.1 (12.0 ) 14.1 - 2.2 (14.0 ) 16.2 Costs related to previously divested business in Germany - - - - - - - - Divestitures and fixed asset sales - - (5.9 ) 5.9 - - 6.7 (6.7 ) Loss making contract related to discontinued offering - 13.5 - 13.5 - - - - Inventory charge/gain - - - - - (2.1 ) - (2.1 )
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June 22, 2020 07:37 ET (11:37 GMT)