DBD 8-K
DIEBOLD NIXDORF, Inc (DBD)
8-K
2023-02-09
For: 2023-02-07
View Original
Added on
April 08, 2026
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): February 7, 2023
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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. ☐
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Item 2.02
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Results of Operations and Financial Condition |
On February 9, 2023, Diebold Nixdorf, Incorporated (the “Company”) issued a news release announcing its results for fiscal year 2022 (the
“News Release”). The News Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company also issued an earnings presentation which includes financial results. The Company intends to post a copy of the earnings
presentation to the investor relations page of its corporate website. A copy of the earnings presentation is furnished as Exhibit 99.2 to this current report.
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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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On February 9, 2023, the Company announced that, effective February 28, 2023, Jeffrey Rutherford will be departing as the Company’s
Executive Vice President, Chief Financial Officer. James Barna, age 43, the Company’s current Senior Vice President and Treasurer since September 2021, has been appointed to succeed Mr. Rutherford as Executive Vice President, Chief Financial
Officer upon Mr. Rutherford’s departure. Mr. Barna previously served as Vice President and Chief Accounting Officer of the Company from September 2019 to September 2021. Prior to joining the Company, Mr. Barna served as Chief Accounting Officer
and Controller at Ferro Corporation.
In connection with his appointment to the role, the Company and Mr. Barna agreed to an offer letter (the “Offer Letter”), dated February
7, 2023, pursuant to which Mr. Barna will receive an annual base salary of $500,000 and will be eligible for annual incentive awards and long-term incentive plan awards. For 2023, the Board of Directors of the Company (the “Board”) set Mr.
Barna’s initial annual cash incentive award target at $500,000, which represents 100% of his base salary. Any payout under this incentive award shall be determined by the Board based on the achievement of certain performance goals. In addition,
Mr. Barna will be eligible to participate in the Company’s long-term incentive program in the amount of $625,000, which represents 125% of his base salary. Future long-term grants may be awarded in accordance with the Company’s existing
programs and practices.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Mr. Barna will be entitled to participate as a Grade 85 executive in the Company’s Senior Leadership Severance Plan, as amended and
restated effective November 7, 2018 and filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “SLSP”), which makes severance benefits available to participating executives who are
involuntarily terminated without “cause” or who resign from employment due to “good reason” (each as defined in the SLSP), in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the
executive’s confidentiality, non-competition and other applicable obligations. Mr. Barna is also eligible to participate in the Company’s Change in Control program and accordingly entered into an Employee Agreement with terms commensurate with
similarly situated executives, as set forth in the Form Employee Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
There are no arrangements or undertakings between Mr. Barna and any other persons pursuant to which he was selected to serve as the
Company’s Executive Vice President and Chief Financial Officer, nor are there any family relationships between Mr. Barna and any of the Company’s directors or executive officers. There are no related-party transactions between the Company and
Mr. Barna that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Rutherford’s departure constitutes a “Qualifying Termination” under the SLSP. Subject to (i) delivering to the Company within sixty
days of his separation (and not subsequently revoking) a general release of claims in favor of the Company and certain related persons described in the SLSP and (ii) delivering an acknowledgement of his obligations under certain restrictive
covenants set forth in Section 4 of the SLSP, Mr. Rutherford will be entitled to the benefits available to a Grade 90 executive under the SLSP with respect to a “Qualifying Termination.” The foregoing description is qualified in its entirety by
reference to the full text of the SLSP which is incorporated herein by reference.
Mr. Rutherford’s departure is not the result of any disagreement between Mr. Rutherford and the Company on any matter relating to the
operations, policies or practices of the Company or any issues regarding its accounting policies or practices.
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Item 9.01
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No.
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Description
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| 10.1 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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Diebold Nixdorf, Incorporated | ||
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Date:
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February 09, 2023
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By:
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/s/ Jonathan B. Leiken
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Jonathan B. Leiken
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Executive Vice President, and Chief
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| Legal Officer and Scretary |
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Exhibit 10.1
02/07/2023
PRIVATE AND CONFIDENTIAL
VIA EMAIL
James Barna
Diebold Nixdorf, Inc.
Dear Jim,
We are pleased to offer you the position of Executive Vice President, Chief Financial Officer at Diebold Nixdorf, Incorporated (“Diebold Nixdorf” or the
“Company”), reporting to Octavio Marquez, President, and Chief Executive Officer. Your employment will be based out of Hudson, Ohio with an anticipated start date of February 28, 2023. The grade level for this position is Grade 85. We ask that you
confirm your acceptance of this offer and return the signed offer letter within three (3) days. Your starting base annual salary for this position will be $500,000. You will be paid biweekly in accordance with the Company’s normal payroll
practices.
BONUS
Effective 2023, you will be eligible to participate in the Annual Incentive
Plan (AIP) with your incentive plan target at 100% of your base annual salary. Your participation is subject to the terms and conditions of such plan. The plan will be reviewed annually and may be amended at the discretion of Diebold Nixdorf.
LONG-TERM INCENTIVE
Effective 2023, you will also be eligible to participate in the long-term incentive program in the amount of 125% of your base annual salary. The
participation is linked to the global long-term incentive plan and subject to the terms and conditions of such plan which is subject to change at the discretion of the board of directors.
CHANGE IN CONTROL BENEFITS
You shall be eligible to participate in the Company’s Change in Control (CIC) program on terms commensurate with similarly situated executives, as determined
by the Board in its sole discretion. A copy of the CIC Agreement is attached to this offer letter and shall be executed by you with the execution of this offer letter.
VACATION AND OTHER BENEFITS
Per Company policy, you will continue to receive 4 vacation weeks per calendar year. During your employment, you and, where applicable, your eligible family members,
shall be eligible to participate in all employee benefit programs available to senior executives of the Company or its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, health,
medical, dental, long-term disability and life insurance plans. You will also be eligible for the benefits in the Senior Leadership Severance Plan (SLSP) based upon your grade level, subject to the terms of the SLSP as such may be amended from
time to time.
Your employment with Diebold Nixdorf is “at-will” which means that either you or the Company may end your employment with Diebold Nixdorf at any time, with or
without a reason. Further, nothing in this letter or any other verbal or written communication to you creates or constitutes a contract for employment.
We look forward to working with you in your new role!
Best regards,
Octavio Marquez
President and Chief Executive Officer
Please indicate your acceptance to this offer below with your signature:
| /s/ James Barna |
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2/8/2023 |
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| James Barna |
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Date Signed |
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Exhibit 99.1
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press release
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Media contact:
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Investor contact:
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Mike Jacobsen, APR
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Christine Marchuska, CAIA
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+1 330 490 4498
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+1 607 206 9212
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FOR IMMEDIATE RELEASE:
February 9, 2023
Diebold Nixdorf Reports 2022 Fourth Quarter and Full-Year Financial Results
Please visit http://www.dieboldnixdorf.com/earnings for additional
content
HUDSON, Ohio - Diebold Nixdorf (NYSE:DBD) today reported its fourth quarter and full-year 2022 financial results.
Key Highlights
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Consistent demand for Banking and Retail solutions, with a record high end-of-year backlog of ~$1.4 billion
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Seeing contract base growth in Retail self-service solutions, including self-checkout (SCO), as a vast majority of SCO shipments represent new placements in the
market and have generally strong service attachment rates
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Completed Transaction Support Agreement (TSA) with lenders to refinance debt
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Octavio Marquez, Diebold Nixdorf chairman, president and chief executive
officer, said: "From key customer wins to important milestones that are improving our operational rigor, the steps we
took in 2022 to position our company for a stronger future will be a springboard for our success. Last year, we spent significant efforts on improving operations and completing our refinancing transaction. We ended 2022 on a positive note,
finishing the year with a record-high backlog as our Banking and Retail solutions continue to generate solid demand.”
Marquez continued, "As we look at 2023, we are well-positioned for success with a strong order pipeline and a straightforward focus: converting our backlog into revenue.
Closing the TSA was an important milestone that provides us with the capital we need to normalize our operations, meet supplier commitments and fully execute on our value-generating operating model. Now, our focus is solely back on the business.
Executing our model will also allow us to start the important work of deleveraging the business, generating free cash flow and continuing to evaluate strategic opportunities to enhance shareholder value."
Rutherford departing as CFO; Barna to succeed in role effective Feb. 28
As disclosed today on Form 8-K, Jeffrey Rutherford, executive vice president and chief financial officer (CFO), will be departing the company effective Feb. 28. James
(Jim) Barna, senior vice president and treasurer, has been appointed to succeed Rutherford as CFO, also effective Feb. 28. “I want to thank Jeff for his leadership and focus on getting us to this critical juncture for the company,” Marquez said. “I
look forward to working with Jeff over the next few weeks as we transition the CFO role to Jim Barna, as has been intended as part of our succession planning process. Jim has had a pivotal role in the important work we accomplished to improve our
strategic operating model, and I look forward to working with him during this new chapter of our company.”
Business Highlights
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Banking
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Continued shift to DN Series™ cash recycling ATMs, which represented ~80% of total new Banking orders in North America in Q4.
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Secured an ~$11 million deal with a European entity’s France location for DN Series cash recyclers, bringing their total fleet of DN devices to ~75%.
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New competitive win of a ~$5 million deal with a top-five financial institution in Turkey for our DN Series ATMs, expanding market presence with this customer
and positioning the company for additional growth in the region.
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Retail
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Self-checkout (SCO) products continue to drive our Retail business with consistent demand for these solutions, and additional opportunities with the rollout
of the new DN Series™ EASY ONE revolutionary checkout platform.
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Secured an ~$8 million deal with a global discount supermarket chain’s 584 existing Australia locations, as well as all upcoming new stores in the region for
DN Series™ EASY SCOs, Vynamic software and services for implementation and maintenance.
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Won a ~$6 million renewal and new service contract with an international discount retailer's 180 U.S. stores for their current services as well as an
expansion into additional services such as safe maintenance, installation and mobile device services for their DN EPOS and SCOs.
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The company has previously provided its Operating Model for FY2023, which is predicated on the following number of revenue units by product:
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Units
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FY2023
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ATMs
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60,000
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SCOs
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35,000
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EPOS
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134,000
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Overview Presentation and Conference Call
More information on Diebold Nixdorf's quarterly earnings is available on its Investor Relations website. Octavio Marquez, chairman, president and chief executive officer,
and senior leadership will discuss the company's financial performance during a conference call today at 8:30 a.m. (ET). The call / webcast is available at http://www.dieboldnixdorf.com/earnings. The replay of the webcast can be accessed on the
website for up to three months after the call.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and transforms 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 21,000 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
Disclaimer
This press release does not constitute an offer to sell or buy, nor the solicitation of an offer to sell or buy, any securities referred to herein. Any solicitation or
offer will only be made pursuant to an offering memorandum and disclosure statement and only to such persons and in such jurisdictions as is permitted under applicable law.
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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) and unlevered 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 current year exchange rates. 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 expenditure and
working capital requirements. 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 and capitalized software development, changes in cash of assets held for sale and the use of cash for M&A and the legal settlement for impaired cloud implementation costs, and excluding the use/proceeds of cash for the settlement of
foreign exchange derivative instruments, can be used for debt servicing, strategic opportunities, including investing in the business and strengthening the balance sheet. Unlevered free cash flow (use) provides incremental visibility into the
company's liquidity by excluding cash used for interest payments from free cash flow (use). For more information, please refer to the section, "Notes for Non-GAAP Measures."
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Forward-Looking Statements
This press release on Form 8-K and the exhibits hereto may contain statements that are not historical information and 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 include, but are not limited
to, projections, statements regarding the Company's expected future performance (including expected results of operations and financial guidance), future financial condition, potential impact of the ongoing coronavirus (COVID-19) pandemic,
anticipated operating results, strategy plans, future liquidity and financial position.
Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “believes,”
“estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “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 reflect the current views of the Company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the Company believes that these
forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the Company, 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.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The factors that may affect the Company's results include, among others:
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the overall impact of the global supply chain complexities on the Company and its business, including delays in sourcing key components as well as longer
transport times, especially for container ships and U.S. trucking, given the Company’s reliance on suppliers, subcontractors and availability of raw materials and other components;
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our ability to successfully convert our backlog into sales, including our ability to overcome supply chain and liquidity challenges;
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the ability of the Company to raise necessary equity capital to pay the legacy 2024 senior notes at maturity if there is insufficient participation in the
registered exchange offer;
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the ultimate impact of the ongoing COVID-19 pandemic and other public health emergencies, including further adverse effects to the Company’s supply chain,
maintenance of increased order backlog, and the effects of any COVID-19 related cancellations;
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the Company's ability to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic
initiatives, such as the current $150 million plus cost savings plan;
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the success of the Company’s new products, including its DN Series line and EASY family of retail checkout solutions, and electronic vehicle charging service
business;
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the impact of a cybersecurity breach or operational failure on the Company's business;
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the Company's ability to generate sufficient cash to service its debt or to comply with the covenants contained in the agreements governing its debt, if
applicable and to successfully refinance its debt in the future;
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the Company’s ability to attract, retain and motivate key employees;
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the Company’s reliance on suppliers, subcontractors and availability of raw materials and other components;
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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;
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the Company's success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions,
divestitures, and alliances;
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the ultimate outcome of the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with
the former Diebold Nixdorf AG (which was dismissed in the Company’s favor at the lower court level in May 2022) and the merger/squeeze-out;
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the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the
Company’s customer base and/or adversely affect its customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit;
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the impact of competitive pressures, including pricing pressures and technological developments;
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changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in
countries experiencing high inflation rates), recessionary or expansive trends, hostilities or conflicts (including the conflict between Russia and Ukraine), disruption in energy supply, taxes and regulations and laws affecting the
worldwide business in each of the Company's operations;
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the Company's ability to maintain effective internal controls;
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unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments;
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the effect of changes in law and regulations or the manner of enforcement in the U.S. and internationally and the Company’s ability to comply with
applicable laws and regulations.
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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, 2021, its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, its quarterly period ended September 30, 2022, and in other documents the
company files with the SEC.
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Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events
or circumstances or to reflect the occurrence of unanticipated events.
You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.
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Summary Financial Results
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Three months ended
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December 31, 2022
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December 31, 2021
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% Change
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($ in millions, except per share data)
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GAAP
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Non-GAAP1
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GAAP
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Non-GAAP1
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GAAP
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Non-GAAP
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Total net sales
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$
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968.8
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$
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964.8
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$
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1,059.6
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$
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1,059.6
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(8.6
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)
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(8.9
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Gross profit
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$
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217.5
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$
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224.1
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$
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258.3
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$
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270.4
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(15.8
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)
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(17.1
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Operating profit
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$
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(42.2
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)
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$
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86.2
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$
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49.4
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$
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109.4
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(185.4
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)
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(21.2
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Operating margin
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(4.4
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)%
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8.9
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%
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4.7
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%
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10.3
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%
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(900) bps
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(140) bps
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Net income (loss)
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$
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(152.0
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)
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$
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64.0
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$
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(37.6
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)
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$
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6.0
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N/
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M
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N/
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M
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Diluted earnings (loss) per share2
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$
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(1.92
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$
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0.79
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$
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(0.49
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$
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0.06
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N/
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M
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N/
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M
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Adjusted EBITDA
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$
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103.9
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$
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126.2
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(17.7
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)
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Total net sales decreased 8.6%, or $(90.8) million YoY, primarily due to the foreign currency translation impact of the declining value of the Euro in comparison to the U.S. dollar and longer lead times resulting from global supply chain and logistics issues.
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Operating profit and margin decreased due to revenue delays and net inflationary costs, which were partially offset by significant savings stemming from the
Company's cost savings initiatives which commenced in the second quarter of 2022.
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Q4 2022
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Q4 2021
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YTD
12/31/2022
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YTD
12/31/2021
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Net cash provided / (used) by operating activities (GAAP measure)
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$
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94.9
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$
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414.8
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$
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(387.9
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)
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$
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123.3
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Excluding the impact of changes in cash of assets held for sale and the use of cash for M&A activities
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(1.6
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7.8
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5.2
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21.0
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Excluding the use / (proceeds) of cash for the settlement of foreign exchange derivative instruments
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—
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(0.1
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0.6
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4.5
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Excluding the use of cash for the legal settlement related to impaired cloud-based ERP implementation fees
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5.6
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—
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16.2
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—
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Capital expenditures3
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(10.6
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(5.8
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(24.4
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(16.9
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Capitalized software development
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(4.7
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(9.5
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(28.7
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(31.1
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Free cash flow / (use) (Non-GAAP measure)
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$
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83.6
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$
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407.2
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$
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(419.0
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)
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$
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100.8
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Add Back: cash interest
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$
|
81.2
|
$
|
27.5
|
$
|
231.6
|
$
|
175.1
|
||||||||
|
Unlevered free cash flow / (use) (Non-GAAP measure)
|
$
|
164.8
|
$
|
434.7
|
$
|
(187.4
|
)
|
$
|
275.9
|
|||||||
|
•
|
Free cash flow of $164.8 million in the quarter was unfavorable YoY largely reflecting timing of disbursements
|
1- See note 1 below for GAAP to Non-GAAP adjustments to net sales, gross profit and operating expenses, which include selling and administrative
expense, research, development and engineering expense, gain / loss on sale of assets, net, and impairment of assets; note 2 for adjusted EBITDA; and note 3 for adjusted net income / loss and adjusted EPS.
2 - Represents Diluted earnings / loss per share attributable to Diebold Nixdorf, Incorporated.
3 - For purposes of this reconciliation, capital expenditures in 2021 excludes $3.3M of capital spending related to the company's new Ohio
facilities. In Q4 2020, the
company received proceeds of $7.2M for the sale of its previous headquarters. As 2020 free cash flow was not impacted by the $7.2M proceeds from sale, we
have
excluded the reinvestment of a portion of those proceeds into the new facilities from 2021 capital expenditures.
6 of 16
Financial Results of Operations and Segments
|
GAAP Revenue Summary by Reportable Segment & Business Line - Unaudited
|
|
Three months ended December 31, 2022 compared to three months ended December 31, 2021
|
|
Three months ended
|
||||||||||||||||||||
|
December 31,
|
||||||||||||||||||||
|
($ in millions)
|
2022
|
2021
|
2021 in CC4
|
% Change
|
% Change in CC
|
|||||||||||||||
|
Banking
|
||||||||||||||||||||
|
Services
|
$
|
395.2
|
$
|
425.3
|
$
|
412.8
|
(7.1
|
)%
|
(4.3
|
)%
|
||||||||||
|
Products
|
293.9
|
337.6
|
326.8
|
(12.9
|
)%
|
(10.1
|
)%
|
|||||||||||||
|
Total Banking Revenue
|
$
|
689.1
|
$
|
762.9
|
$
|
739.6
|
(9.7
|
)%
|
(6.8
|
)%
|
||||||||||
|
ATM Units Sold
|
17,391
|
18,066
|
(3.1
|
)%
|
||||||||||||||||
|
Retail
|
||||||||||||||||||||
|
Services
|
$
|
137.8
|
$
|
156.3
|
$
|
144.7
|
(11.8
|
)%
|
(4.8
|
)%
|
||||||||||
|
Products
|
141.9
|
140.4
|
131.9
|
1.1
|
%
|
7.6
|
%
|
|||||||||||||
|
Total Retail Revenue
|
$
|
279.7
|
$
|
296.7
|
$
|
276.6
|
(5.7
|
)%
|
1.1
|
%
|
||||||||||
|
SCO Units Sold
|
5,750
|
4,806
|
19.6
|
%
|
||||||||||||||||
|
ePOS Units Sold
|
33,116
|
32,456
|
2.0
|
%
|
||||||||||||||||
|
Total by Business Line
|
||||||||||||||||||||
|
Services
|
$
|
533.0
|
$
|
581.6
|
$
|
557.5
|
(8.4
|
)%
|
(4.4
|
)%
|
||||||||||
|
Products
|
435.8
|
478.0
|
458.7
|
(8.8
|
)%
|
(5.0
|
)%
|
|||||||||||||
|
Total Revenue
|
$
|
968.8
|
$
|
1,059.6
|
$
|
1,016.2
|
(8.6
|
)%
|
(4.7
|
)%
|
||||||||||
|
Twelve months ended December 31, 2022 compared to twelve months ended December 31, 2021
|
||||||||||||||||||||
|
Year ended
|
||||||||||||||||||||
|
December 31,
|
||||||||||||||||||||
|
($ in millions)
|
2022
|
2021
|
2021 in CC4
|
% Change
|
% Change in CC
|
|||||||||||||||
|
Banking
|
||||||||||||||||||||
|
Services
|
$
|
1,548.1
|
$
|
1,681.2
|
$
|
1,609.0
|
(7.9
|
) %
|
(3.8
|
) %
|
||||||||||
|
Products
|
874.3
|
1,029.9
|
973.6
|
(15.1
|
) %
|
(10.2
|
) %
|
|||||||||||||
|
Total Banking Revenue
|
$
|
2,422.4
|
$
|
2,711.1
|
$
|
2,582.6
|
(10.6
|
) %
|
(6.2
|
) %
|
||||||||||
|
ATM Units Sold
|
49,106
|
54,885
|
(10.3
|
) %
|
||||||||||||||||
|
Retail
|
||||||||||||||||||||
|
Services
|
$
|
550.8
|
$
|
622.4
|
$
|
559.5
|
(11.5
|
) %
|
(1.6
|
) %
|
||||||||||
|
Products
|
487.5
|
571.7
|
521.5
|
(14.7
|
) %
|
(6.5
|
) %
|
|||||||||||||
|
Total Retail Revenue
|
$
|
1,038.3
|
$
|
1,194.1
|
$
|
1,081.0
|
(13.0
|
) %
|
(4.0
|
) %
|
||||||||||
|
SCO Units Sold
|
21,022
|
20,094
|
4.6
|
%
|
||||||||||||||||
|
ePOS Units Sold
|
125,617
|
129,380
|
(2.9
|
) %
|
||||||||||||||||
|
Total by Business Line
|
||||||||||||||||||||
|
Services
|
$
|
2,098.9
|
$
|
2,303.6
|
$
|
2,168.5
|
(8.9
|
) %
|
(3.2
|
) %
|
||||||||||
|
Products
|
1,361.8
|
1,601.6
|
1,495.1
|
(15.0
|
) %
|
(8.9
|
) %
|
|||||||||||||
|
Total Revenue
|
$
|
3,460.7
|
$
|
3,905.2
|
$
|
3,663.6
|
(11.4
|
) %
|
(5.5
|
) %
|
||||||||||
|
4 - The company calculates constant currency by translating the prior-year period results at current year exchange
rates.
|
||||||||||||||||||||
7 of 16
|
GAAP and Non-GAAP Profit/Loss Summary - Unaudited
|
||||||||||||||||||||||||
|
Three months ended December 31, 2022 compared to three months ended December 31, 2021
|
||||||||||||||||||||||||
|
Three months ended
|
||||||||||||||||||||||||
|
December 31, 2022
|
December 31, 2021
|
Change
|
||||||||||||||||||||||
|
($ in millions)
|
GAAP
|
Non-GAAP5,6
|
GAAP
|
Non-GAAP5
|
GAAP
|
Non-GAAP
|
||||||||||||||||||
|
Services
|
$
|
533.0
|
$
|
530.5
|
$
|
581.6
|
$
|
581.6
|
$
|
(48.6
|
)
|
$
|
(51.1
|
)
|
||||||||||
|
Products
|
435.8
|
434.3
|
478.0
|
478.0
|
(42.2
|
)
|
(43.7
|
)
|
||||||||||||||||
|
Total net sales
|
$
|
968.8
|
$
|
964.8
|
$
|
1,059.6
|
$
|
1,059.6
|
$
|
(90.8
|
)
|
$
|
(94.8
|
)
|
||||||||||
|
Services
|
$
|
158.2
|
$
|
163.9
|
$
|
186.3
|
$
|
192.9
|
$
|
(28.1
|
)
|
$
|
(29.0
|
)
|
||||||||||
|
Products
|
59.3
|
60.2
|
72.0
|
77.5
|
(12.7
|
)
|
(17.3
|
)
|
||||||||||||||||
|
Total gross profit
|
$
|
217.5
|
$
|
224.1
|
$
|
258.3
|
$
|
270.4
|
$
|
(40.8
|
)
|
$
|
(46.3
|
)
|
||||||||||
|
Services
|
29.7
|
%
|
30.9
|
%
|
32.0
|
%
|
33.2
|
%
|
(240)bps
|
(230)bps
|
||||||||||||||
|
Products
|
13.6
|
%
|
13.9
|
%
|
15.1
|
%
|
16.2
|
%
|
(150)bps
|
(240)bps
|
||||||||||||||
|
Total gross margin
|
22.5
|
%
|
23.2
|
%
|
24.4
|
%
|
25.5
|
%
|
(190)bps
|
(230)bps
|
||||||||||||||
|
Operating expenses
|
$
|
259.7
|
$
|
137.9
|
$
|
208.9
|
$
|
161.0
|
$
|
50.8
|
$
|
(23.1
|
)
|
|||||||||||
|
Operating profit (loss)
|
$
|
(42.2
|
)
|
$
|
86.2
|
$
|
49.4
|
$
|
109.4
|
$
|
(91.6
|
)
|
$
|
(23.2
|
)
|
|||||||||
|
Operating margin
|
(4.4
|
)%
|
8.9
|
%
|
4.7
|
%
|
10.3
|
%
|
(900)bps
|
(140)bps
|
||||||||||||||
|
Twelve months ended December 31, 2022 compared to twelve months ended December 31, 2021
|
||||||||||||||||||||||||
|
Year ended
|
||||||||||||||||||||||||
|
December 31, 2022
|
December 31, 2021
|
Change
|
||||||||||||||||||||||
|
($ in millions)
|
GAAP
|
Non-GAAP5,6
|
GAAP
|
Non-GAAP5
|
GAAP
|
Non-GAAP
|
||||||||||||||||||
|
Services
|
$
|
2,098.9
|
$
|
2,089.0
|
$
|
2,303.6
|
$
|
2,303.6
|
$
|
(204.7
|
)
|
$
|
(214.6
|
)
|
||||||||||
|
Products
|
1,361.8
|
1,351.6
|
1,601.6
|
1,601.6
|
(239.8
|
)
|
(250.0
|
)
|
||||||||||||||||
|
Total net sales
|
$
|
3,460.7
|
$
|
3,440.6
|
$
|
3,905.2
|
$
|
3,905.2
|
$
|
(444.5
|
)
|
$
|
(464.6
|
)
|
||||||||||
|
Services
|
$
|
618.1
|
$
|
635.8
|
$
|
726.3
|
$
|
743.5
|
$
|
(108.2
|
)
|
$
|
(107.7
|
)
|
||||||||||
|
Products
|
139.2
|
183.5
|
317.1
|
324.9
|
(177.9
|
)
|
(141.4
|
)
|
||||||||||||||||
|
Total gross profit
|
$
|
757.3
|
$
|
819.3
|
$
|
1,043.4
|
$
|
1,068.4
|
$
|
(286.1
|
)
|
$
|
(249.1
|
)
|
||||||||||
|
Services
|
29.4
|
%
|
30.4
|
%
|
31.5
|
%
|
32.3
|
%
|
(210)bps
|
(180)bps
|
||||||||||||||
|
Products
|
10.2
|
%
|
13.6
|
%
|
19.8
|
%
|
20.3
|
%
|
(960)bps
|
(670)bps
|
||||||||||||||
|
Total gross margin
|
21.9
|
%
|
23.8
|
%
|
26.7
|
%
|
27.4
|
%
|
(480)bps
|
(350)bps
|
||||||||||||||
|
Operating expenses
|
$
|
969.0
|
$
|
621.8
|
$
|
906.3
|
$
|
735.7
|
$
|
62.7
|
$
|
(113.9
|
)
|
|||||||||||
|
Operating profit (loss)
|
$
|
(211.7
|
)
|
$
|
197.5
|
$
|
137.1
|
$
|
332.7
|
$
|
(348.8
|
)
|
$
|
(135.2
|
)
|
|||||||||
|
Operating margin
|
(6.1
|
)%
|
5.7
|
%
|
3.5
|
%
|
8.5
|
%
|
(960)bps
|
(280)bps
|
||||||||||||||
|
5 - See note 1 below for GAAP to Non-GAAP adjustments to net sales, gross profit and operating expenses, which include selling and
administrative expense, research, development and engineering expense, gain / loss on sales of assets, net, and impairment of assets.
|
||||||||||||||||||||||||
|
6 - Consistent with the presentation in the second and third quarters of 2022, excludes the results of the non-core European retail
business that is held for sale, which represents a change to the initially published first quarter information. 2021 has not been revised. Refer to note 1 below for further information.
|
||||||||||||||||||||||||
8 of 16
|
Profit/Loss Summary by Segment - Unaudited7
|
||||||||||||||||
|
Three months ended December 31, 2022 compared to three months ended December 31, 2021
|
||||||||||||||||
|
Three months ended
|
||||||||||||||||
|
December 31, 2022
|
December 31, 2021
|
|||||||||||||||
|
Banking
|
Retail6
|
Banking
|
Retail7
|
|||||||||||||
|
($ in millions)
|
||||||||||||||||
|
Services
|
$
|
395.2
|
$
|
135.3
|
$
|
425.3
|
$
|
156.3
|
||||||||
|
Products
|
293.9
|
140.4
|
337.6
|
140.4
|
||||||||||||
|
Total net sales
|
$
|
689.1
|
$
|
275.7
|
$
|
762.9
|
$
|
296.7
|
||||||||
|
Services
|
$
|
118.5
|
$
|
45.4
|
$
|
141.9
|
$
|
51.0
|
||||||||
|
Products
|
37.7
|
22.5
|
53.8
|
23.7
|
||||||||||||
|
Total gross profit
|
$
|
156.2
|
$
|
67.9
|
$
|
195.7
|
$
|
74.7
|
||||||||
|
Services
|
30.0
|
%
|
33.6
|
%
|
33.4
|
%
|
32.6
|
%
|
||||||||
|
Products
|
12.8
|
%
|
16.0
|
%
|
15.9
|
%
|
16.9
|
%
|
||||||||
|
Total gross margin
|
22.7
|
%
|
24.6
|
%
|
25.7
|
%
|
25.2
|
%
|
||||||||
|
Segment operating expenses
|
$
|
54.7
|
$
|
23.8
|
$
|
75.4
|
$
|
35.0
|
||||||||
|
Operating profit
|
$
|
101.5
|
$
|
44.1
|
$
|
120.3
|
$
|
39.7
|
||||||||
|
Operating margin
|
14.7
|
%
|
16.0
|
%
|
15.8
|
%
|
13.4
|
%
|
||||||||
|
Segment operating profit
|
$
|
145.6
|
$
|
160.0
|
||||||||||||
|
Corporate charges8
|
59.4
|
50.6
|
||||||||||||||
|
Twelve months ended December 31, 2022 compared to twelve months ended December 31, 2021
|
||||||||||||||||
|
Year ended
|
||||||||||||||||
|
December 31, 2022
|
December 31, 2021
|
|||||||||||||||
|
Banking
|
Retail7
|
Banking
|
Retail7
|
|||||||||||||
|
($ in millions)
|
||||||||||||||||
|
Services
|
$
|
1,548.1
|
$
|
540.9
|
$
|
1,681.2
|
$
|
622.4
|
||||||||
|
Products
|
874.3
|
477.3
|
1,029.9
|
571.7
|
||||||||||||
|
Total net sales
|
$
|
2,422.4
|
$
|
1,018.2
|
$
|
2,711.1
|
$
|
1,194.1
|
||||||||
|
Services
|
$
|
466.6
|
$
|
169.2
|
$
|
546.4
|
$
|
197.1
|
||||||||
|
Products
|
106.4
|
77.1
|
209.6
|
115.3
|
||||||||||||
|
Total gross profit
|
$
|
573.0
|
$
|
246.3
|
$
|
756.0
|
$
|
312.4
|
||||||||
|
Services
|
30.1
|
%
|
31.3
|
%
|
32.5
|
%
|
31.7
|
%
|
||||||||
|
Products
|
12.2
|
%
|
16.2
|
%
|
20.4
|
%
|
20.2
|
%
|
||||||||
|
Total gross margin
|
23.7
|
%
|
24.2
|
%
|
27.9
|
%
|
26.2
|
%
|
||||||||
|
Segment operating expenses
|
$
|
262.2
|
$
|
112.3
|
$
|
315.4
|
$
|
147.8
|
||||||||
|
Operating profit
|
$
|
310.8
|
$
|
134.0
|
$
|
440.6
|
$
|
164.6
|
||||||||
|
Operating margin
|
12.8
|
%
|
13.2
|
%
|
16.3
|
%
|
13.8
|
%
|
||||||||
|
Segment operating profit
|
$
|
444.8
|
$
|
605.2
|
||||||||||||
|
Corporate charges9
|
247.3
|
272.5
|
||||||||||||||
|
7 - The Non-GAAP adjustments shown in Note 1 below are not assigned to a segment, as these adjustments relate to items that are
considered non-routine in nature and thus do not impact the way in which the business is managed or performance is assessed.
|
||||||||||||||||
|
8 - Corporate charges are not reflected in the segment operating results, as these expenses are managed separately and not included in
the segment results used to manage the business and assess performance. The unassigned corporate charges consist primarily of finance, IT, HR and legal expenditures.
|
||||||||||||||||
9 of 16
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(IN MILLIONS, EXCEPT EARNINGS PER SHARE)
|
|
Q4 2022
|
Q4 2021
|
YTD
12/31/2022
|
YTD
12/31/2021
|
||||||||||||
|
Net sales
|
||||||||||||||||
|
Services
|
$
|
533.0
|
$
|
581.6
|
$
|
2,098.9
|
$
|
2,303.6
|
||||||||
|
Products
|
435.8
|
478.0
|
1,361.8
|
1,601.6
|
||||||||||||
|
Total
|
968.8
|
1,059.6
|
3,460.7
|
3,905.2
|
||||||||||||
|
Cost of sales
|
||||||||||||||||
|
Services
|
374.8
|
395.3
|
1,480.8
|
1,577.3
|
||||||||||||
|
Products
|
376.5
|
406.0
|
1,222.6
|
1,284.5
|
||||||||||||
|
Total
|
751.3
|
801.3
|
2,703.4
|
2,861.8
|
||||||||||||
|
Gross profit
|
217.5
|
258.3
|
757.3
|
1,043.4
|
||||||||||||
|
Gross margin
|
22.5
|
%
|
24.4
|
%
|
21.9
|
%
|
26.7
|
%
|
||||||||
|
Operating expenses
|
||||||||||||||||
|
Selling and administrative expense
|
183.7
|
171.9
|
741.6
|
775.6
|
||||||||||||
|
Research, development and engineering expense
|
28.6
|
31.0
|
120.7
|
126.3
|
||||||||||||
|
Impairment of Assets
|
47.1
|
5.0
|
111.8
|
3.1
|
||||||||||||
|
(Gain) loss on sale of assets, net
|
0.3
|
1.0
|
(5.1
|
)
|
1.3
|
|||||||||||
|
Total
|
259.7
|
208.9
|
969.0
|
906.3
|
||||||||||||
|
Percent of net sales
|
26.8
|
%
|
19.7
|
%
|
28.0
|
%
|
23.2
|
%
|
||||||||
|
Operating profit (loss)
|
(42.2
|
)
|
49.4
|
(211.7
|
)
|
137.1
|
||||||||||
|
Operating margin
|
(4.4
|
)%
|
4.7
|
%
|
(6.1
|
)%
|
3.5
|
%
|
||||||||
|
Other income (expense)
|
||||||||||||||||
|
Interest income
|
4.1
|
1.1
|
10.0
|
6.1
|
||||||||||||
|
Interest expense
|
(50.8
|
)
|
(45.6
|
)
|
(199.2
|
)
|
(195.3
|
)
|
||||||||
|
Foreign exchange gain (loss), net
|
(10.7
|
)
|
(2.9
|
)
|
(7.8
|
)
|
(2.0
|
)
|
||||||||
|
Miscellaneous, net
|
4.7
|
(3.2
|
)
|
2.2
|
3.4
|
|||||||||||
|
Loss on refinancing
|
(32.1
|
)
|
—
|
(32.1
|
)
|
—
|
||||||||||
|
Total other (expense)
|
(84.8
|
)
|
(50.6
|
)
|
(226.9
|
)
|
(187.8
|
)
|
||||||||
|
Loss before taxes
|
(127.0
|
)
|
(1.2
|
)
|
(438.6
|
)
|
(50.7
|
)
|
||||||||
|
Income tax expense (benefit)
|
30.2
|
38.8
|
149.2
|
27.7
|
||||||||||||
|
Equity in earnings of unconsolidated subsidiaries
|
5.2
|
2.4
|
2.2
|
0.3
|
||||||||||||
|
Net loss
|
(152.0
|
)
|
(37.6
|
)
|
(585.6
|
)
|
(78.1
|
)
|
||||||||
|
Net income (loss) attributable to noncontrolling interests
|
(2.8
|
)
|
0.6
|
(4.2
|
)
|
0.7
|
||||||||||
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(149.2
|
)
|
$
|
(38.2
|
)
|
$
|
(581.4
|
)
|
$
|
(78.8
|
)
|
||||
|
|
||||||||||||||||
|
Basic and diluted weighted-average shares outstanding
|
79.1
|
78.4
|
79.0
|
78.3
|
||||||||||||
|
Basic and diluted loss per share attributable to Diebold Nixdorf, Incorporated
|
$
|
(1.89
|
)
|
$
|
(0.49
|
)
|
$
|
(7.36
|
)
|
$
|
(1.01
|
)
|
||||
10 of 16
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(IN MILLIONS)
|
|
12/31/2022
|
12/31/2021
|
||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash, cash equivalents, and restricted cash
|
$
|
319.1
|
$
|
388.9
|
||||
|
Short-term investments
|
24.6
|
34.3
|
||||||
|
Trade receivables, less allowances for doubtful accounts
|
612.2
|
595.2
|
||||||
|
Inventories
|
588.1
|
544.2
|
||||||
|
Other current assets
|
226.9
|
324.7
|
||||||
|
Total current assets
|
1,770.9
|
1,887.3
|
||||||
|
Securities and other investments
|
7.6
|
11.0
|
||||||
|
Property, plant and equipment, net
|
120.7
|
138.1
|
||||||
|
Goodwill
|
702.3
|
743.6
|
||||||
|
Customer relationships, net
|
213.6
|
301.7
|
||||||
|
Other assets
|
249.9
|
425.5
|
||||||
|
Total assets
|
$
|
3,065.0
|
$
|
3,507.2
|
||||
|
|
||||||||
|
LIABILITIES AND EQUITY
|
||||||||
|
Current liabilities
|
||||||||
|
Notes payable
|
$
|
24.0
|
$
|
47.1
|
||||
|
Accounts payable
|
611.6
|
706.3
|
||||||
|
Deferred revenue
|
453.2
|
322.4
|
||||||
|
Other current liabilities
|
516.1
|
673.6
|
||||||
|
Total current liabilities
|
1,604.9
|
1,749.4
|
||||||
|
|
||||||||
|
Long-term debt
|
2,585.8
|
2,245.6
|
||||||
|
Long-term liabilities
|
245.4
|
349.2
|
||||||
|
Total Diebold Nixdorf, Incorporated shareholders' equity
|
(1,380.9
|
)
|
(845.1
|
)
|
||||
|
Noncontrolling interests
|
9.8
|
8.1
|
||||||
|
Total equity
|
(1,371.1
|
)
|
(837.0
|
)
|
||||
|
Total liabilities and equity
|
$
|
3,065.0
|
$
|
3,507.2
|
||||
11 of 16
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(IN MILLIONS)
|
|
YTD 12/31/2022
|
YTD 12/31/2021
|
||||||
|
Cash flow from operating activities
|
||||||||
|
Net loss
|
$
|
(585.6
|
)
|
$
|
(78.1
|
)
|
||
|
Adjustments to reconcile net loss to cash provided (used) by operating activities:
|
||||||||
|
Depreciation
|
29.8
|
46.4
|
||||||
|
Amortization
|
26.6
|
24.5
|
||||||
|
Amortization of Wincor Nixdorf purchase accounting intangible assets
|
69.6
|
78.2
|
||||||
|
Amortization of deferred financing costs into interest expense
|
15.5
|
17.3
|
||||||
|
Share-based compensation
|
13.4
|
13.8
|
||||||
|
Net pension settlements
|
10.1
|
—
|
||||||
|
Other
|
3.1
|
—
|
||||||
|
Loss (gain) on sale of assets, net
|
(5.1
|
)
|
3.1
|
|||||
|
Impairment of assets
|
111.8
|
1.3
|
||||||
|
Deferred income taxes
|
92.9
|
(12.6
|
)
|
|||||
|
Changes in certain assets and liabilities
|
||||||||
|
Trade receivables
|
(49.4
|
)
|
16.4
|
|||||
|
Inventories
|
(74.5
|
)
|
(84.8
|
)
|
||||
|
Sales tax and net value added tax
|
17.5
|
(15.2
|
)
|
|||||
|
Income taxes
|
2.0
|
(5.3
|
)
|
|||||
|
Accounts payable
|
(66.5
|
)
|
241.4
|
|||||
|
Deferred revenue
|
140.6
|
(9.1
|
)
|
|||||
|
Accrued salaries, wages and commissions
|
(72.5
|
)
|
(19.4
|
)
|
||||
|
Restructuring
|
9.4
|
(25.4
|
)
|
|||||
|
Warranty liability
|
(7.3
|
)
|
0.3
|
|||||
|
Pension and other post-retirement benefits
|
(19.5
|
)
|
(13.0
|
)
|
||||
|
Certain other assets and liabilities
|
(49.8
|
)
|
(56.5
|
)
|
||||
|
Net cash provided (used) by operating activities
|
(387.9
|
)
|
123.3
|
|||||
|
Cash flow from investing activities
|
||||||||
|
Proceeds from divestitures, net of cash divested
|
10.5
|
1.1
|
||||||
|
Proceeds from maturities of investments
|
414.1
|
287.7
|
||||||
|
Payments for purchases of investments
|
(401.3
|
)
|
(288.4
|
)
|
||||
|
Proceeds from sale of assets
|
6.0
|
1.7
|
||||||
|
Capital expenditures
|
(24.4
|
)
|
(20.2
|
)
|
||||
|
Capitalized software development
|
(28.7
|
)
|
(31.1
|
)
|
||||
|
Net cash provided (used) by investing activities
|
(23.8
|
)
|
(49.2
|
)
|
||||
|
Cash flow from financing activities
|
||||||||
|
Debt issuance costs
|
(15.7
|
)
|
—
|
|||||
|
Revolving credit facility borrowings (repayments), net
|
117.0
|
0.9
|
||||||
|
Other debt borrowings
|
386.1
|
11.2
|
||||||
|
Other debt repayments
|
(127.0
|
)
|
(19.4
|
)
|
||||
|
(Distributions to) / Contributions from noncontrolling interest holders
|
(2.8
|
)
|
11.4
|
|||||
|
Other
|
(7.8
|
)
|
(7.7
|
)
|
||||
|
Net cash provided (used) by financing activities
|
349.8
|
(3.6
|
)
|
|||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(8.2
|
)
|
(5.7
|
)
|
||||
|
Change in cash, cash equivalents and restricted cash
|
(70.1
|
)
|
64.8
|
|||||
|
Add: Cash included in assets held for sale at beginning of year
|
3.1
|
2.7
|
||||||
|
Less: Cash included in assets held for sale at end of year
|
2.8
|
3.1
|
||||||
|
Cash, cash equivalents and restricted cash at the beginning of the year
|
388.9
|
324.5
|
||||||
|
Cash, cash equivalents and restricted cash at the end of the year
|
$
|
319.1
|
$
|
388.9
|
||||
12 of 16
Notes for Non-GAAP Measures
To supplement our condensed consolidated financial statements presented in accordance with GAAP, the company utilizes 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 and loss summary ($ in millions):
|
Three months ended December 31, 2022 compared to three months ended December 31, 2021
| Q4 2022 |
Q4 2021 |
|||||||||||||||||||||||||||||||||||||||
| Net |
Gross |
% of |
% of |
Net |
Gross |
% of |
% of |
|||||||||||||||||||||||||||||||||
| Sales |
Profit |
Sales |
OPEX |
OP |
Sales |
Sales |
Profit |
Sales |
OPEX |
OP |
Sales |
|||||||||||||||||||||||||||||
|
GAAP Results
|
$
|
968.8
|
$
|
217.5
|
22.5
|
%
|
$
|
259.7
|
$
|
(42.2
|
)
|
(4.4
|
)%
|
$
|
1,059.6
|
$
|
258.3
|
24.4
|
%
|
$
|
208.9
|
$
|
49.4
|
4.7
|
%
|
|||||||||||||||
|
Restructuring and transition - personnel
|
—
|
3.5
|
(12.4
|
)
|
15.9
|
—
|
4.0
|
(4.0
|
)
|
8.0
|
||||||||||||||||||||||||||||||
|
Transformation - other
|
—
|
—
|
(9.4
|
)
|
9.4
|
—
|
1.4
|
(15.1
|
)
|
16.5
|
||||||||||||||||||||||||||||||
|
Refinancing related costs
|
—
|
—
|
(18.6
|
)
|
18.6
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||
|
Held for sale non-core European retail business
|
(4.0
|
)
|
1.7
|
(10.6
|
)
|
12.3
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||
|
Amortization of Wincor Nixdorf purchase accounting intangible assets (non-cash)
|
—
|
—
|
(16.9
|
)
|
16.9
|
—
|
—
|
(18.9
|
)
|
18.9
|
||||||||||||||||||||||||||||||
|
Non-routine income/expense:
|
||||||||||||||||||||||||||||||||||||||||
|
Divestiture and asset sales
|
—
|
—
|
(0.2
|
)
|
0.2
|
—
|
—
|
(3.9
|
)
|
3.9
|
||||||||||||||||||||||||||||||
|
Crisis in Ukraine Costs
|
—
|
0.5
|
(0.8
|
)
|
1.3
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||
|
Loss making contracts related to discontinued offering
|
—
|
0.9
|
—
|
0.9
|
—
|
0.5
|
0.3
|
0.2
|
||||||||||||||||||||||||||||||||
|
Legal/deal expense
|
—
|
—
|
(4.6
|
)
|
4.6
|
—
|
—
|
(4.2
|
)
|
4.2
|
||||||||||||||||||||||||||||||
|
Other
|
—
|
—
|
(1.2
|
)
|
1.2
|
—
|
(0.4
|
)
|
(0.8
|
)
|
0.4
|
|||||||||||||||||||||||||||||
|
Inventory charge for legacy products
|
—
|
—
|
—
|
—
|
—
|
6.6
|
—
|
6.6
|
||||||||||||||||||||||||||||||||
|
Held for sale non-core European retail business impairment
|
—
|
—
|
(46.9
|
)
|
46.9
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||
|
Other impairment
|
—
|
—
|
(0.2
|
)
|
0.2
|
—
|
—
|
(1.3
|
)
|
1.3
|
||||||||||||||||||||||||||||||
|
Non-routine (income) expenses, net
|
—
|
1.4
|
(53.9
|
)
|
55.3
|
—
|
6.7
|
(9.9
|
)
|
16.6
|
||||||||||||||||||||||||||||||
|
Non-GAAP results
|
$
|
964.8
|
$
|
224.1
|
23.2
|
%
|
$
|
137.9
|
$
|
86.2
|
8.9
|
%
|
$
|
1,059.6
|
$
|
270.4
|
25.5
|
%
|
$
|
161.0
|
$
|
109.4
|
10.3
|
%
|
||||||||||||||||
| Q4 2022 |
Q4 2021 | |||||||||||||||||||||||
|
Services
|
Products
|
Total
|
Services
|
Products
|
Total
|
|||||||||||||||||||
|
GAAP Gross Profit
|
$
|
158.2
|
$
|
59.3
|
$
|
217.5
|
$
|
186.3
|
$
|
72.0
|
$
|
258.3
|
||||||||||||
|
Restructuring - personnel
|
0.3
|
3.2
|
3.5
|
2.9
|
1.1
|
4.0
|
||||||||||||||||||
|
Restructuring and transformation - other
|
—
|
—
|
—
|
1.6
|
(0.2
|
)
|
1.4
|
|||||||||||||||||
|
Held for sale non-core European retail business
|
4.5
|
(2.8
|
)
|
1.7
|
—
|
—
|
—
|
|||||||||||||||||
|
Non-routine income/expense:
|
||||||||||||||||||||||||
|
Crisis in Ukraine costs
|
—
|
0.5
|
0.5
|
—
|
—
|
—
|
||||||||||||||||||
|
Loss making contract related to discontinued offering
|
0.9
|
—
|
0.9
|
0.5
|
—
|
0.5
|
||||||||||||||||||
|
Inventory charge/gain
|
—
|
—
|
—
|
2.1
|
4.5
|
6.6
|
||||||||||||||||||
|
Other
|
—
|
—
|
—
|
(0.5
|
)
|
0.1
|
(0.4
|
)
|
||||||||||||||||
|
Non-routine expenses, net
|
0.9
|
0.5
|
1.4
|
2.1
|
4.6
|
6.7
|
||||||||||||||||||
|
Non-GAAP Gross Profit
|
$
|
163.9
|
$
|
60.2
|
$
|
224.1
|
$
|
192.9
|
$
|
77.5
|
$
|
270.4
|
||||||||||||
13 of 16
Twelve months December 31, 2022 compared to twelve months ended December 31, 2021
|
YTD 12/31/2022
|
YTD 12/31/2021
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Net
Sales
|
Gross
Profit
|
% of
Sales
|
OPEX
|
OP
|
% of
Sales
|
Net
Sales
|
Gross
Profit
|
% of
Sales
|
OPEX
|
OP
|
% of
Sales
|
|||||||||||||||||||||||||||||||||||||
|
GAAP Results
|
$
|
3,460.7
|
$
|
757.3
|
21.9
|
%
|
$
|
969.0
|
$
|
(211.7
|
)
|
(6.1
|
)%
|
$
|
3,905.2
|
$
|
1,043.4
|
26.7
|
%
|
$
|
906.3
|
$
|
137.1
|
3.5
|
%
|
|||||||||||||||||||||||
|
Restructuring and transition - personnel
|
—
|
20.8
|
(78.9
|
)
|
99.7
|
—
|
16.2
|
(20.2
|
)
|
36.4
|
||||||||||||||||||||||||||||||||||||||
|
Transformation - other
|
—
|
—
|
(24.5
|
)
|
24.5
|
—
|
3.8
|
(58.7
|
)
|
62.5
|
||||||||||||||||||||||||||||||||||||||
|
Refinancing related costs
|
—
|
—
|
(32.0
|
)
|
32.0
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||||||
|
Held for Sale non-core European retail business
|
(20.1
|
)
|
4.3
|
(24.7
|
)
|
29.0
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||||
|
Amortization of Wincor Nixdorf purchase accounting intangible assets (non-cash)
|
—
|
—
|
(69.6
|
)
|
69.6
|
—
|
—
|
(78.2
|
)
|
78.2
|
||||||||||||||||||||||||||||||||||||||
|
Non-routine income/expense:
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
Divestiture and asset sales
|
—
|
—
|
5.3
|
(5.3
|
)
|
—
|
—
|
(2.0
|
)
|
2.0
|
||||||||||||||||||||||||||||||||||||||
|
Crisis in Ukraine costs
|
—
|
0.5
|
(4.0
|
)
|
4.5
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||||||
|
Loss making contracts related to discontinued offering
|
—
|
0.9
|
—
|
0.9
|
—
|
2.8
|
—
|
2.8
|
||||||||||||||||||||||||||||||||||||||||
|
Legal/deal expense
|
—
|
—
|
(6.0
|
)
|
6.0
|
—
|
—
|
(8.1
|
)
|
8.1
|
||||||||||||||||||||||||||||||||||||||
|
Other
|
—
|
1.1
|
(0.9
|
)
|
2.0
|
—
|
(4.4
|
)
|
(2.1
|
)
|
(2.3
|
)
|
||||||||||||||||||||||||||||||||||||
|
North America ERP impairment
|
—
|
—
|
(38.4
|
)
|
38.4
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||||||
|
Inventory charge for legacy products
|
—
|
34.4
|
—
|
34.4
|
—
|
6.6
|
—
|
6.6
|
||||||||||||||||||||||||||||||||||||||||
|
Russia/Ukraine impairment
|
—
|
—
|
(16.8
|
)
|
16.8
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||||||
|
Held for sale non-core European retail business impairment
|
—
|
—
|
(46.9
|
)
|
46.9
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||||||
|
Other impairment
|
—
|
—
|
(9.8
|
)
|
9.8
|
—
|
—
|
(1.3
|
)
|
1.3
|
||||||||||||||||||||||||||||||||||||||
|
Non-routine (income) expenses, net
|
—
|
36.9
|
(117.5
|
)
|
154.4
|
—
|
5.0
|
(13.5
|
)
|
18.5
|
||||||||||||||||||||||||||||||||||||||
|
Non-GAAP results
|
$
|
3,440.6
|
$
|
819.3
|
23.8
|
%
|
$
|
621.8
|
$
|
197.5
|
5.7
|
%
|
$
|
3,905.2
|
$
|
1,068.4
|
27.4
|
%
|
$
|
735.7
|
$
|
332.7
|
8.5
|
%
|
||||||||||||||||||||||||
|
YTD 12/31/2022
|
YTD 12/31/2021
|
|||||||||||||||||||||||
|
Services
|
Products
|
Total
|
Services
|
Products
|
Total
|
|||||||||||||||||||
|
GAAP Gross Profit
|
$
|
618.1
|
$
|
139.2
|
$
|
757.3
|
$
|
726.3
|
$
|
317.1
|
$
|
1,043.4
|
||||||||||||
|
Restructuring - personnel
|
7.7
|
13.1
|
20.8
|
13.1
|
3.1
|
16.2
|
||||||||||||||||||
|
Restructuring and transformation - other
|
—
|
—
|
—
|
4.0
|
(0.2
|
)
|
3.8
|
|||||||||||||||||
|
Held for sale non-core European retail business
|
8.0
|
(3.7
|
)
|
4.3
|
—
|
—
|
—
|
|||||||||||||||||
|
Non-routine income/expense:
|
||||||||||||||||||||||||
|
Crisis in Ukraine Costs
|
—
|
0.5
|
0.5
|
—
|
—
|
—
|
||||||||||||||||||
|
Loss making contract related to discontinued offering
|
0.9
|
—
|
0.9
|
2.8
|
—
|
2.8
|
||||||||||||||||||
|
Inventory charge/gain
|
—
|
34.4
|
34.4
|
2.1
|
4.5
|
6.6
|
||||||||||||||||||
|
Other
|
1.1
|
—
|
1.1
|
(4.8
|
)
|
0.4
|
(4.4
|
)
|
||||||||||||||||
|
Non-routine expenses, net
|
2.0
|
34.9
|
36.9
|
0.1
|
4.9
|
5.0
|
||||||||||||||||||
|
Non-GAAP Gross Profit
|
$
|
635.8
|
$
|
183.5
|
$
|
819.3
|
$
|
743.5
|
$
|
324.9
|
$
|
1,068.4
|
||||||||||||
Restructuring - personnel incurred in 2022 relates to the cost savings initiative focused on operational simplification and automation of processes, and
the expenses include severance and payroll expense of employees transitioning out of the organization. Costs of third-parties assisting with the execution of the program are categorized as Transformation - other. Restructuring and transformation
expenses incurred in 2021 are consistent in nature with 2022, but relate to the DN Now initiative focused on transitioning to a shared service model which culminated in the fourth quarter of 2021. Refinancing related costs are fees paid to advisors
that do not qualify for capitalization. Held for sale non-core European retail business relates to the 2022 operating results, excluding impairments, of a majority-owned business that the company is committed to deconsolidate, that beginning in
2022 is excluded from the metrics used to evaluate the core business and assign resources, and which will be autonomous following completion of a data center project which commenced in 2022. The 2021 results of the non-core European retail business
have not been adjusted. The Wincor Nixdorf intangible asset amortization relates to the intangible assets established in purchase accounting as management believes that this is useful information. Divestitures and asset sales relates primarily to a
building sale and IT asset sale in the third quarter of 2022, and the divestitures of non-core businesses in 2021. Crisis in Ukraine costs primarily relate to humanitarian efforts for our employees and their families, as well as expenses incurred
in connection with the economic sanctions levied and steps taken to-date to liquidate our Russian distribution subsidiary. Legal and deal expense primarily relates to third-party expenses and fees paid by the company for M&A activity. North
America ERP impairment is the decision made by new leadership to indefinitely suspend the North America ERP implementation and strategically shift the digital transformation initiatives to the Company's distribution subsidiaries which have a much
greater opportunity for process standardization and related cost reductions. The inventory charge for legacy products relates to excess and obsolete inventory as a result of decisions to streamline the company's product portfolio in connection with
the respective restructuring programs. Russia/Ukraine impairment relates to the charges taken for trade receivables from customers in the region that are doubtful of being collected, inventory specifically for customers in the region and other
assets which are not recoverable. Held for sale non-core European retail business impairment is the write-down of goodwill, right-of-use assets and capitalized software, in the fourth quarter of 2022, to the estimated fair value of the held for
sale entity. Other impairment is the write-down of right-of-use assets and related leasehold improvements for facilities identified for closure and impairment of discontinued internally developed software.
14 of 16
|
2.
|
Reconciliation of GAAP net loss to EBITDA and Adjusted EBITDA (Non-GAAP measures) ($ in millions):
|
|
Q4 2022
|
Q4 2021
|
YTD
12/31/2022
|
YTD
12/31/2021
|
|||||||||||||
|
Net income (loss)
|
$
|
(152.0
|
)
|
$
|
(37.6
|
)
|
$
|
(585.6
|
)
|
$
|
(78.1
|
)
|
||||
|
Income tax expense (benefit)
|
30.2
|
38.8
|
149.2
|
27.7
|
||||||||||||
|
Interest income
|
(4.1
|
)
|
(1.1
|
)
|
(10.0
|
)
|
(6.1
|
)
|
||||||||
|
Interest expense
|
50.8
|
45.6
|
199.2
|
195.3
|
||||||||||||
|
Loss on refinancing
|
32.1
|
—
|
32.1
|
—
|
||||||||||||
|
Depreciation and amortization
|
30.9
|
34.6
|
126.0
|
149.1
|
||||||||||||
|
EBITDA
|
(12.1
|
)
|
80.3
|
(89.1
|
)
|
287.9
|
||||||||||
|
Share-based compensation
|
3.8
|
1.1
|
13.4
|
13.8
|
||||||||||||
|
Amortization of cloud-based software implementation costs
|
0.8
|
—
|
2.5
|
—
|
||||||||||||
|
Foreign exchange (gain) loss, net
|
10.7
|
2.9
|
7.8
|
2.0
|
||||||||||||
|
Miscellaneous, net
|
(4.7
|
)
|
3.2
|
(2.2
|
)
|
(3.4
|
)
|
|||||||||
|
Equity in earnings of unconsolidated subsidiaries
|
(5.2
|
)
|
(2.4
|
)
|
(2.2
|
)
|
(0.3
|
)
|
||||||||
|
Restructuring and transformation expenses
|
25.3
|
24.5
|
123.4
|
97.0
|
||||||||||||
|
Refinancing related costs
|
18.6
|
—
|
32.0
|
—
|
||||||||||||
|
Non-routine expenses, net
|
55.3
|
16.6
|
154.4
|
18.5
|
||||||||||||
|
Held for sale non-core European retail business
|
11.4
|
—
|
25.4
|
—
|
||||||||||||
|
Adjusted EBITDA
|
$
|
103.9
|
$
|
126.2
|
$
|
265.4
|
$
|
415.5
|
||||||||
|
Adjusted EBITDA % revenue
|
10.8
|
%
|
11.9
|
%
|
7.7
|
%
|
10.6
|
%
|
||||||||
The company defines EBITDA as net loss excluding income tax benefit/expense, net interest expense, loss on refinancing and depreciation and amortization
expense. Adjusted EBITDA is EBITDA excluding the effects of the following items: share-based compensation, amortization of cloud-based software implementation costs, foreign exchange gain/loss net, miscellaneous net, equity in earnings of
unconsolidated subsidiaries, restructuring and transformation expenses, refinancing related costs, non-routine expenses and the adjusted EBITDA loss of our held for
sale non-core European retail business, as outlined in Note 1 of the Non-GAAP measures. To remain comparable to the U.S. GAAP depreciation and amortization measures, the company excluded the amortization of Wincor Nixdorf purchase accounting
intangible assets from non-routine expenses, net in the Adjusted EBITDA reconciliation of $16.8 and $18.9 for the three months ended December 31, 2022 and 2021
and $69.6 and $78.2 for the twelve months ended December 31, 2022 and 2021.
Additionally, $0.8 of restructuring-related share-based compensation activity was excluded from restructuring and transformation expenses for the twelve months
ended December 31, 2022 and $1.9 of accelerated depreciation expense for the twelve months ended December 31, 2021 was excluded from restructuring and transformation expenses. Deferred financing fee amortization is included in interest expense; as a result, the company excluded from the depreciation and
amortization caption $3.5 and $4.3 for the three months ended December 31, 2022 and 2021 and $15.5 and $17.3 for the twelve months ended December 31, 2022 and 2021. $0.9 and $3.7 of depreciation and amortization expense
was excluded from Held for sale non-core European retail business for the three and twelve months ended December 31, 2022, respectively.
These are Non-GAAP financial measures used by management to enhance the understanding of our operating results. EBITDA and Adjusted EBITDA are key
measures we use to evaluate our operational performance. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities analysts will find EBITDA and Adjusted EBITDA to be useful measures for evaluating our operating
performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures, and working capital requirements.
However, EBITDA and Adjusted EBITDA should not be considered as alternatives to net income as a measure of operating results or as alternatives to cash flows from operating activities as a measure of liquidity in accordance with GAAP.
15 of 16
|
3.
|
Reconciliation of GAAP net loss and net loss attributable to Diebold Nixdorf, Incorporated to Non-GAAP net income (loss) and net income (loss) attributable to
Diebold Nixdorf, Incorporated, and diluted GAAP EPS to Non-GAAP EPS ($ in millions, except per share data):
|
|
Q4 2022
|
Q4 2021
|
YTD 12/31/2022
|
YTD 12/31/2021
|
|
Q4 2022
|
Q4 2021 |
YTD 12/31/2022 |
YTD 12/31/2021 | ||||||||||||||||||||||||||||||
|
|
$ |
per share
|
|
$ |
per share
|
|
$ |
per share
|
|
$ |
per share
|
||||||||||||||||||||||
|
Net loss
|
$
|
(152.0
|
)
|
$
|
(1.92
|
)
|
$
|
(37.6
|
)
|
$
|
(0.48
|
)
|
$
|
(585.6
|
)
|
$
|
(7.41
|
)
|
$
|
(78.1
|
)
|
$
|
(1.00
|
)
|
|||||||||
|
Net income (loss) attributable to noncontrolling interests
|
(2.8
|
)
|
(0.03
|
)
|
0.6
|
0.01
|
(4.2
|
)
|
(0.05
|
)
|
0.7
|
0.01
|
|||||||||||||||||||||
|
Net loss attributable to Diebold Nixdorf, Incorporated
|
$
|
(149.2
|
)
|
$
|
(1.89
|
)
|
$
|
(38.2
|
)
|
$
|
(0.49
|
)
|
$
|
(581.4
|
)
|
$
|
(7.36
|
)
|
$
|
(78.8
|
)
|
$
|
(1.01
|
)
|
|||||||||
|
Restructuring and transition - personnel
|
15.9
|
0.20
|
8.0
|
0.10
|
99.7
|
1.26
|
36.4
|
0.46
|
|||||||||||||||||||||||||
|
Transformation - other
|
9.4
|
0.12
|
16.5
|
0.21
|
24.5
|
0.31
|
62.5
|
0.80
|
|||||||||||||||||||||||||
|
Refinancing related costs
|
18.6
|
0.24
|
—
|
—
|
32.0
|
0.41
|
—
|
—
|
|||||||||||||||||||||||||
|
Held for sale non-core European retail business
|
12.3
|
0.16
|
—
|
—
|
29.0
|
0.37
|
—
|
—
|
|||||||||||||||||||||||||
|
Amortization of Wincor Nixdorf purchase accounting intangible assets (non-cash)
|
16.9
|
0.21
|
18.9
|
0.24
|
69.6
|
0.88
|
78.2
|
1.00
|
|||||||||||||||||||||||||
|
Non-routine income/expense:
|
|||||||||||||||||||||||||||||||||
|
Divestiture and asset sales
|
0.2
|
—
|
3.9
|
0.05
|
(5.3
|
)
|
(0.07
|
)
|
2.0
|
0.03
|
|||||||||||||||||||||||
|
Crisis in Ukraine Costs
|
1.3
|
0.02
|
—
|
—
|
4.5
|
0.06
|
—
|
—
|
|||||||||||||||||||||||||
|
Loss making contracts related to discontinued offering
|
0.9
|
0.01
|
0.2
|
—
|
0.9
|
0.01
|
2.8
|
0.04
|
|||||||||||||||||||||||||
|
Legal/deal expense
|
4.6
|
0.06
|
4.2
|
0.05
|
6.0
|
0.08
|
8.1
|
0.10
|
|||||||||||||||||||||||||
|
Other
|
1.2
|
0.02
|
0.4
|
0.01
|
2.0
|
0.03
|
(2.3
|
)
|
(0.03
|
)
|
|||||||||||||||||||||||
|
North America ERP impairment
|
—
|
—
|
—
|
—
|
38.4
|
0.49
|
—
|
—
|
|||||||||||||||||||||||||
|
Inventory charge for legacy products
|
—
|
—
|
6.6
|
0.08
|
34.4
|
0.44
|
6.6
|
0.08
|
|||||||||||||||||||||||||
|
Russia/Ukraine impairment
|
—
|
—
|
—
|
—
|
16.8
|
0.21
|
—
|
—
|
|||||||||||||||||||||||||
|
Held for Sale non-core European retail business impairment
|
46.9
|
0.59
|
—
|
—
|
46.9
|
0.59
|
—
|
—
|
|||||||||||||||||||||||||
|
Other impairment
|
0.2
|
—
|
1.3
|
0.02
|
9.8
|
0.12
|
1.3
|
0.02
|
|||||||||||||||||||||||||
|
Non-routine (income) expense, net
|
55.3
|
0.70
|
16.6
|
0.21
|
154.4
|
1.96
|
18.5
|
0.24
|
|||||||||||||||||||||||||
|
Loss on refinancing
|
32.1
|
0.40
|
—
|
—
|
32.1
|
0.40
|
—
|
—
|
|||||||||||||||||||||||||
|
Valuation allowance
|
—
|
—
|
—
|
—
|
127.4
|
1.61
|
—
|
—
|
|||||||||||||||||||||||||
|
Tax impact (inclusive of allocation of discrete tax items)
|
55.5
|
0.70
|
(16.4
|
)
|
(0.21
|
)
|
(25.2
|
)
|
(0.32
|
)
|
(53.3
|
)
|
(0.68
|
)
|
|||||||||||||||||||
|
Total adjusted net income (loss) (Non-GAAP measure)
|
64.0
|
0.79
|
6.0
|
0.07
|
(42.1
|
)
|
(0.53
|
)
|
64.2
|
0.81
|
|||||||||||||||||||||||
|
Net income (loss) attributable to noncontrolling interests
|
(2.8
|
)
|
(0.03
|
)
|
0.6
|
0.01
|
(4.2
|
)
|
(0.05
|
)
|
0.7
|
0.01
|
|||||||||||||||||||||
|
Total adjusted net income (loss) attributable to Diebold Nixdorf, Incorporated (Non-GAAP measure)
|
$
|
66.8
|
$
|
0.82
|
$
|
5.4
|
$
|
0.06
|
$
|
(37.9
|
)
|
$
|
(0.48
|
)
|
$
|
63.5
|
$
|
0.80
|
|||||||||||||||
Refer to note 1 for additional information on non-routine (income) expense for the periods presented.
|
4.
|
Net debt is calculated as follows ($ in millions):
|
|
December 31,
2022
|
December 31,
2021 |
December 30,
2020
|
||||||||||
|
Cash, cash equivalents, restricted cash and short-term investments (GAAP measure)
|
$
|
343.7
|
$
|
423.2
|
$
|
361.7
|
||||||
|
Cash included in assets held for sale
|
2.8
|
3.1
|
2.7
|
|||||||||
|
Debt instruments
|
(2,609.8
|
)
|
(2,292.7
|
)
|
(2,346.4
|
)
|
||||||
|
Net debt (non-GAAP measure)
|
$
|
(2,263.3
|
)
|
$
|
(1,866.4
|
)
|
$
|
(1,982.0
|
)
|
|||
We believe that given the significant cash, cash equivalents and short-term investments on its balance sheet that net cash against outstanding debt is a
meaningful measure.
###
16 of 16
Exhibit 99.2
Fourth Quarter 2022 Earnings February 9, 2023 DieboldNixdorf.com
Use of non-GAAP Financial Information To supplement its 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 current year exchange rates. The company uses these non-GAAP financial measures, in addition to GAAP financial measures, to
evaluate its operating and financial performance and to compare such performance to that of prior periods and to the performance of its 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 its operating and financial performance
and trends in its 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. The company provides EBITDA and adjusted EBITDA because it believes
that investors and securities analysts will find EBITDA and adjusted EBITDA to be useful measures for evaluating its operating performance and comparing its operating performance with that of similar companies that have different capital
structures and for evaluating its ability to meet its future debt service, capital expenditures and working capital requirements. The company is also providing EBITDA and adjusted EBITDA in light of its credit agreement and the issuance of its
secured and unsecured senior notes. For more information on non-GAAP Financial Measures, please refer to the “Supplemental Slides.”
Forward-looking Statements This document and the exhibits hereto may contain statements that are not
historical information and 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 includ,e, but are not limited to, projections, statements regarding the Company's expected future performance (including expected results of operations and financial guidance), future
financial condition, potential impact of the ongoing coronavirus (COVID-19) pandemic, anticipated operating results, strategy plans, future liquidity and financial position. Statements can generally be identified as forward looking because they
include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “believes,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “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 reflect the current views of the Company with respect to future events and are subject to assumptions,
risks and uncertainties that could cause actual results to differ materially. Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of
its business, and key performance indicators that impact the Company, 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The factors that may affect the Company's results include, among others: the overall
impact of the global supply chain complexities on the Company and its business, including delays in sourcing key components as well as longer transport times, especially for container ships and U.S. trucking, given the Company’s reliance on
suppliers, subcontractors and availability of raw materials and other components; our ability to successfully convert our backlog into sales, including our ability to overcome supply chain and liquidity challenges; the ultimate impact of the
ongoing COVID-19 pandemic and other public health emergencies, including further adverse effects to the Company’s supply chain, maintenance of increased order backlog, and the effects of any COVID-19 related cancellations; the Company's ability
to successfully meet its cost-reduction goals and continue to achieve benefits from its cost-reduction initiatives and other strategic initiatives, such as the current $150 million plus cost savings plan; the success of the Company’s new
products, including its DN Series line and EASY family of retail checkout solutions, and electronic vehicle charging service business; the impact of a cybersecurity breach or operational failure on the Company's business; the Company's ability
to generate sufficient cash to service its debt or to comply with the covenants contained in the agreements governing its debt, if applicable and to successfully refinance its debt in the future; the Company’s ability to attract, retain and
motivate key employees; the Company’s reliance on suppliers, subcontractors and availability of raw materials and other components; 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; the ability of the Company to raise necessary equity capital to pay the legacy 2024 senior secured notes at maturity if there is insufficient
participation in the registered exchange offer; the Company's success in divesting, reorganizing or exiting non-core and/or non-accretive businesses and its ability to successfully manage acquisitions, divestitures, and alliances; the ultimate
outcome of the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the Company’s favor at the lower court level in
May 2022) and the merger/squeeze-out; the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the Company’s customer base and/or adversely affect
its customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit; the impact of competitive pressures, including pricing pressures and technological developments; changes in political,
economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, hostilities or conflicts
(including the conflict between Russia and Ukraine), disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of the Company's operations; the Company's ability to maintain effective internal
controls; unanticipated litigation, claims or assessments, as well as the outcome/impact of any current/pending litigation, claims or assessments; the effect of changes in law and regulations or the manner of enforcement in the U.S. and
internationally and the Company’s ability to comply with applicable laws and regulations; 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, 2021, its
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, its quarterly period ended September 30, 2022, and in other documents the company files
with the SEC. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated
events. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.
FY 2022 Highlights Closed TSA Solid demand evidenced by $1.4B backlog which provides strong revenue
coverage for 2023 Continued shift to DN Series cash recyclers Growth of 30% in connected devices for our DN AllConnectSM Data Engine Positive results from our customer survey resulting in 92% of our banking customers planning to maintain or
expand their business with DN Awarded Best Banking Technology Solutions Provider Europe 2022 and Next 100 Global Awards 2022 – Technology Solutions Provider by Global Banking & Review® Implemented and achieved target of $150M in cost
savings restructuring plan
2023 Operating Priorities Grow Recurring Revenue Stabilize and grow our core and what we do
best 2 Celebrate Being a DN Employee Reinvigorate our culture 3 Deliver Units 1 Deliver our products and maintain operational excellence 60,000 ATMs 35,000 SCOs 134,000 EPOS In 2023, we will focus on deleveraging and free cash
flow conversion through our shared focus on the following priorities:
Financial Highlights 18.9% 26.7% 22.3% Q4-21* Q1-22 Q2-22 Q3-22 Q4-22 * Presented on a constant
currency basis and excluding divestitures and Russia/Ukraine impact (Non-GAAP metric). Refer to supplemental slides for a detailed reconciliation. ** Adjusted EBITDA represents a Non-GAAP metric. Refer to the supplemental slides for a
quarterly reconciliation of Net Income to Adjusted EBITDA. Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 Commentary Completed refinancing of material near-term debt maturities, providing adequate liquidity to execute our 2023 financial model. Improvements
in factory shipments and units recognized continues the trend of sequential profitability improvement. Exceeded $100M of EBITDA for the first time in 2022, setting the stage for a strong 2023. Achieved over $150M in annualized cost reductions
and began to see stabilization of inflationary costs along the supply chain during the fourth quarter. Year-End Liquidity ($M)
Debt Maturities Liquidity as of December 31, 2022. Available liquidity includes a portion of total cash
and short-term investments plus available borrowing under the ABL, less letters of credit. Variable rate debt is subject to certain floors. A TSA amendment requires that ~$52M of the remaining $72M be taken out by April 15, 2024 via either
a public exchange offering or an equity issuance. As this process specifically related to the 2024 senior unsecured notes is not fully within the Company’s control under the provisions of Accounting Standards Codification ASC 205-40,
substantial doubt will continue to exist regarding our ability to continue as a going concern as of the issuance of our 2022 Form 10-K. Capacity under the ABL is $250M at December 31, 2022, which reflects a reduction of $119M from December
31, 2021 (previous Revolving Credit Facility). Upon closing the refinancing transactions in Q4 2022, significant portions of the Term Loan B (USD and EUR) and Senior Unsecured Notes with near-term maturities were extended to 2025 and 2026,
respectively The Super Senior Notes provided $400 million of new capital The cash flow based revolving credit facility was replaced with an asset-based lending (“ABL”) facility Available liquidity1 of ~$345 million Facilities Balances as
of December 31, 2022 ($M) Interest Rate Index & Margin2 Maturity Dates Term Loan B USD – Legacy $13 LIBOR +2.75% November 2023 Term Loan B EUR – Legacy $5 EURIBOR +3.00% November 2023 Senior Unsecured Notes –
Legacy3 $72 8.50% April 2024 USD Senior Secured Notes – Legacy $2.7 9.38% July 2025 EUR Senior Secured Notes – Legacy $4.8 9.00% July 2025 ABL4 $182 SOFR +3.00% July 2026 Extended Term B USD $535 SOFR +5.35% July
2025 Extended Term B EUR $91 EURIBOR +5.60% July 2025 2L Notes $334 8.50% PIK October 2026 Exchanged USD Senior Secured Notes $718 9.38% July 2025 Exchanged EUR Senior Secured Notes $380 9.00% July 2025 Super Senior
Notes $401 SOFR +6.50% July 2025
Q4 2022 Banking Highlights Continued shift to DN Series™ cash recycling ATMs in North America, as
financial institutions increasingly focus on their branch transformations Secured an ~$11 million deal with a European entity’s France location for DN Series cash recyclers, bringing their total fleet of DN devices to ~75% New competitive
win of a ~$5 million deal with a top-five financial institution in Turkey for our DN Series ATMs, positioning us for additional growth in the region
18.9% 26.7% 27.7% 24.8% 22.3% Q4-21* Q1-22 Q2-22 Q3-22 Q4-22 *Presented on a constant currency
basis and excluding divestitures and Russia/Ukraine impact (Non-GAAP metric). Refer to supplemental slides for a detailed reconciliation. Note: There is no difference between GAAP and non-GAAP segment results; as non-GAAP adjustments are not
assigned to the segment, as these adjustments relate to items that are considered non-routine in nature and thus do not impact the way in which the business is managed or performance is assessed. Segment operating profit also does not reflect
certain corporate charges (e.g. finance, IT, HR, legal) that are managed separately and not included in the segment results used to manage the business and assess performance. 25.7% 25.7% 24.7% 22.7% Banking Commentary Banking backlog of
~$1.1B Entering 2023, we have confirmed scheduling at the plant for ~45,000 units (75% of 2023 volume) Revenue growth of ~19% sequentially as unit conversion improves, leading to higher backlog-to-revenue conversion Q4 ‘22 ATM units grew
~40% sequentially and were relatively in-line with the prior year period Cash recyclers represented ~50% of Q4 units Banking Revenue ($M) Banking Segment Operating Profit ($M)** Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 ATM Units Revenued Q4 2022
Banking Highlights
Q4 2022 Retail Highlights Self-checkout (SCO) products continue to drive Retail business with
consistent demand and with additional opportunities with the rollout of the brand-new DN Series™ EASY ONE revolutionary checkout platform Secured an ~$8 million deal with a global discount supermarket chain’s 584 existing Australia locations
as well as all upcoming new stores in the region for DN Series™ EASY SCOs and Vynamic software and services for implementation and maintenance Won a ~$6 million renewal and new service contract with an international discount retailer chain’s
180 U.S. stores for their current services as well as an expansion into additional services such as safe maintenance, installation and mobile device services for their DN ePOS and SCOs DN Series™ EASY ONE
18.9% 26.7% 27.7% 24.8% 22.3% Q4-21* Q1-22 Q2-22 Q3-22 Q4-22 25.7% 25.7% 24.7% 22.7% Retail
Commentary Adjusted for currency and divestitures, retail grew 12% in Q4 on a year-over-year basis, ending with a backlog of $305M Entering 2023, we have confirmed scheduling at the plant for ~20,000 SCO units (~60% of 2023 volume) and
~45,000 EPOS units (~30% of 2023 volume) Q4 ‘22 SCO units grew over 16% year over year and over 130% sequentially, despite supply chain disruptions Strong contract base growth, as a vast majority of SCO units represent new placements in the
market with high service attachment rates Retail Revenue ($M) Retail Segment Operating Profit ($M) Q4-21 Q1-22 Q2-22 Q3-22 Q4-22 Self Checkout (SCO) Units Sold 2020 2021 2022 2023F Q4 2022 Retail Highlights *Presented on a constant
currency basis and excluding divestitures and Russia/Ukraine impact (Non-GAAP metric). Refer to supplemental slides for a detailed reconciliation. Note: There is no difference between GAAP and non-GAAP segment results; as non-GAAP adjustments
are not assigned to the segment, as these adjustments relate to items that are considered non-routine in nature and thus do not impact the way in which the business is managed or performance is assessed. Segment operating profit also does not
reflect certain corporate charges (e.g. finance, IT, HR, legal) that are managed separately and not included in the segment results used to manage the business and assess performance. 2020 2021 2022 2023F
Planned Revenue Units for FY2023 ATMs SCOs 60,000 35,000 ePOS 134,000 FY2023 Plan Revenue
Units Units FY2023 Factory Confirmed Orders* The previously provided Operating Model for FY2023 is predicated on the following number of revenue units by product: ~45,000 ~20,000 ~45,000 *Factory confirmed orders represent firm customer
orders submitted to the plant for production
ESG and DEI Initiatives Key Highlights from Q4 2022 Released our new employee engagement platform
called our “DN ESG Impact Map” allowing employees to find volunteer opportunities & report on sustainability activities to support our commitments for the ESG program The French Ministry of the Environment renewed its agreement with DN for
the sustainable management of our electrical and electronic equipment (WEEE) waste from components inside our ATMs & SCOs Continued our focus on philanthropic giving through the DN Foundation with donations to Habitat for Humanity,
Cleveland Rape Crisis Center, and Physicians for Human Rights Launched new Diversity, Equity and Inclusion courses in Percipio for employees Diebold Nixdorf’s ESG program focuses on connecting commerce in ways that protect, care for and
minimize harm to the environment, caring social citizenship by creating and maintaining a diverse and safe workplace and giving back to our communities, while ensuring best practices in governance for all our stakeholders.
Supplemental Slides
Reconciliation of Segment Revenue
EBITDA to Adjusted EBITDA – Quarterly Results Q4-2021 Q1-2022 Q2-2022 Q3-2022 Q4-2022 Net income
(loss) (37.6) (183.9) (199.1) (50.5) (152.0) Income tax expense (benefit) 38.8 50.9 64.2 3.9 30.2 Interest income (1.1) (1.3) (1.0) (3.6) (4.1) Interest expense 45.6 48.1 49.6 50.7 50.8 Loss
on refinancing - - - - 32.1 Depreciation and amortization 34.6 33.0 32.2 29.9 30.9 EBITDA 80.3 (53.2) (54.1) 30.4 (12.1) Share-based compensation 1.1 1.7 5.2 2.7 3.8 Amortization of
cloud-based software implementation costs - 0.5 0.5 0.6 0.8 Foreign exchange (gain) loss, net 2.9 4.7 (2.3) (5.3) 10.7 Miscellaneous, net 3.2 (2.6) (4.6) 9.7 (4.7) Equity in earnings of unconsolidated
subsidiaries (2.4) 0.7 1.7 0.6 (5.2) Restructuring and transformation expenses 24.5 - 77.5 20.7 25.3 Refinancing related costs - - - 13.4 18.6 Non-routine expenses, net 16.6 57.6 42.6
(1.2) 55.3 Held for sale non-core European retail business - 5.6 4.4 4.0 11.4 Adjusted EBITDA 126.2 15.0 70.9 75.6 103.9