Diebold Nixdorf, Incorporated
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
Diebold Nixdorf, Incorporated
/ Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
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): July 30, 2020 Diebold Nixdorf, Incorporated (Exact name of registrant as specified in its charter)
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:
Securities registered pursuant to Section 12(b) of the Act:
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 July 30, 2020, Diebold Nixdorf, Incorporated (the ‘Company’) issued a news release announcing its results for the second 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.
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.
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:
July 30, 2020 DIEBOLD NIXDORF REPORTS 2020 SECOND QUARTER FINANCIAL RESULTS Company delivers strong year-over-year improvements to profitability — driven by continued execution of DN Now transformation initiatives and resiliency of the company’s business model NORTH CANTON, Ohio – Diebold Nixdorf (NYSE:DBD) today reported its second quarter 2020 financial results. Key highlights
Gerrard Schmid, Diebold Nixdorf president and chief executive officer, said: ‘Our second quarter financial results demonstrate the resiliency of our business during the COVID-19 pandemic as well as solid execution of our DN Now transformation initiatives. As the second quarter progressed, business activity picked up and the conversion rate to profitability was strong. For the quarter, GAAP operating margin expanded 170 basis points to 2.3% while non-GAAP operating margin increased 460 basis points to 11.0%. We are also pleased with the strong level of investor support for our recent refinancing, which further strengthened our balance sheet. ‘While overall macroeconomic conditions remain uncertain, our execution and improving visibility enables the company to reiterate its 2020 outlook for revenue and adjusted EBITDA. Additionally, our outlook for net cash provided by operating activities and free cash flow has improved. Looking forward, we remain focused on operating margin expansion through our DN Now work streams, further optimizing our capital structure and continuing to differentiate our solutions to pursue growth opportunities.’ Financial results compared with Q2 2019
Other business updates
1 of 13 Financial Results of Operations and Segments
Revenue Summary by Reportable Segments – Unaudited Three months ended June 30, 2020 compared to June 30, 2019
2 of 13 GAAP and Non-GAAP Profit/Loss Summary
Three months ended June 30, 2020 compared to June 30, 2019
3 of 13 Full-year 2020 Outlook3
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.’ 4 of 13 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 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 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. 5 of 13 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – UNAUDITED (IN MILLIONS, EXCEPT EARNINGS PER SHARE)
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS – UNAUDITED (IN MILLIONS)
7 of 13 DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED (IN MILLIONS)
8 of 13 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):
9 of 13
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, including GAAP restructuring costs, 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 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 contracts represent charges 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 in the prior year. This was partially offset by subsidies received for certain wages related to the COVID-19 pandemic. 10 of 13 2. Reconciliation of GAAP net income (loss) to EBITDA and Adjusted EBITDA measures (Dollars in millions):
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 the amortization of purchase accounting adjustments from non-routine expenses, net in the Adjusted EBITDA reconciliation of $21.4 and $24.4 for the three months ended June 30, 2020 and 2019, respectively, and $42.8 and $49.0 for the six months ended June 30, 2020 and 2019, respectively. Additionally, $3.8 and $9.2 of accelerated depreciation expense for the three and six months ended June 30, 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 from the depreciation and amortization caption $7.2 and $5.0 for the three months ended June 30, 2020 and 2019, respectively, and $11.4 and $10.1 for the six months ended June 30, 2020 and 2019. Miscellaneous, net primarily consists of gain recognized on the surrender 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. 11 of 13 3. Reconciliation of diluted GAAP EPS to non-GAAP EPS:
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, including GAAP restructuring costs, 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 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 contracts represent charges 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. Additionally, Other includes gain on surrender of certain Company-owned life insurance policies. 12 of 13
4. Free cash flow (use) is calculated as follows (Dollars in millions):
We define free cash flow (use) as net cash provided (used) by operating activities (excluding assets held for sale) less cash used for the settlement of certain derivative instruments and 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):
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. As of June 30, 2020, approximately 58% of the company’s cash, cash equivalents, restricted cash and short-term investments reside in international 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 jurisdictions. ### PR_20-3989 13 of 13
30.07.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
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 |
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