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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
Form 10-Q
__________________________________________________
| | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
OR
| | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-4879
_________________________________________________
Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter)
________________________________________________
| | | | | | | | | | | | | | |
Delaware | | 34-0183970 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) |
| | | | |
350 Orchard Avenue NE | North Canton | Ohio | | 44720-2556 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (330) 490-4000
__________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Common Stock, $0.01 par value per share | | DBD | | New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | ☒ |
Smaller reporting company | ☐ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of shares of common stock outstanding as of August 5, 2024 was 37,566,668.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Form 10-Q
Index
Part I – Financial Information
Item 1: Financial Statements
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in millions, except per share amounts)
| | | | | | | | | | | |
| Successor |
| June 30, 2024 | | December 31, 2023 |
| (Unaudited) | | |
ASSETS | | | |
Current assets | | | |
Cash and cash equivalents | $ | 276.7 | | | $ | 550.2 | |
Restricted cash | 83.4 | | | 42.1 | |
Short-term investments | 8.7 | | | 13.4 | |
Trade receivables, less allowances for doubtful accounts of $8.4 and $3.6, respectively | 650.0 | | | 721.8 | |
Inventories | 632.7 | | | 589.8 | |
Prepaid expenses | 34.0 | | | 44.0 | |
| | | |
Other current assets | 220.0 | | | 192.6 | |
Total current assets | 1,905.5 | | | 2,153.9 | |
Securities and other investments | 6.7 | | | 6.5 | |
Property, plant and equipment, net of accumulated depreciation and amortization of $35.2 and $14.3, respectively | 147.1 | | | 159.0 | |
Deferred income taxes | 63.7 | | | 71.4 | |
Goodwill | 602.4 | | | 616.7 | |
| | | |
Customer relationships, net | 511.5 | | | 543.0 | |
Other intangible assets, net | 321.3 | | | 348.3 | |
| | | |
| | | |
Other assets | 291.4 | | | 263.2 | |
Total assets | $ | 3,849.6 | | | $ | 4,162.0 | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets - (Continued)
(in millions, except per share amounts)
| | | | | | | | | | | |
| Successor |
| June 30, 2024 | | December 31, 2023 |
| (Unaudited) | | |
LIABILITIES AND EQUITY | | | |
Current liabilities | | | |
Notes payable | $ | 0.5 | | | $ | 0.3 | |
Accounts payable | 489.8 | | | 529.0 | |
Deferred revenue | 356.6 | | | 376.2 | |
Payroll and other benefits liabilities | 155.3 | | | 160.1 | |
| | | |
Other current liabilities | 339.6 | | | 355.4 | |
Total current liabilities | 1,341.8 | | | 1,421.0 | |
Long-term debt | 1,099.8 | | | 1,252.4 | |
Pensions, post-retirement and other benefits | 107.1 | | | 112.6 | |
| | | |
| | | |
Deferred income taxes | 207.9 | | | 204.9 | |
Other liabilities | 84.0 | | | 91.9 | |
Total liabilities | 2,840.6 | | | 3,082.8 | |
| | | |
| | | |
| | | |
| | | |
Equity | | | |
Diebold Nixdorf, Incorporated shareholders' equity | | | |
| | | |
Successor preferred stock, no par value, 2,000,000 authorized shares, none issued | — | | | — | |
Successor common stock, $0.01 par value, 45,000,000 authorized shares and 37,566,668 issued shares, and 37,566,668 outstanding shares | 0.4 | | | 0.4 | |
Paid-in-capital | 1,043.2 | | | 1,038.7 | |
Retained Earnings | 17.4 | | | 17.1 | |
| | | |
Accumulated other comprehensive income (loss) | (64.3) | | | 7.6 | |
| | | |
Total Diebold Nixdorf, Incorporated shareholders' equity | 996.7 | | | 1,063.8 | |
Noncontrolling interests | 12.3 | | | 15.4 | |
Total equity | 1,009.0 | | | 1,079.2 | |
Total liabilities and equity | $ | 3,849.6 | | | $ | 4,162.0 | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Three months ended | | | Three months ended |
| June 30, 2024 | | | June 30, 2023 |
Net sales | | | | |
Services | $ | 540.7 | | | | $ | 538.0 | |
Products | 399.0 | | | | 384.2 | |
| 939.7 | | | | 922.2 | |
Cost of sales | | | | |
Services | 398.0 | | | | 388.1 | |
Products | 298.5 | | | | 308.9 | |
| 696.5 | | | | 697.0 | |
Gross profit | 243.2 | | | | 225.2 | |
Selling and administrative expense | 152.2 | | | | 201.0 | |
Research, development and engineering expense | 22.1 | | | | 25.4 | |
Loss (gain) on sale of assets, net | (1.8) | | | | 0.9 | |
Impairment of assets | — | | | | 1.8 | |
| 172.5 | | | | 229.1 | |
Operating profit (loss) | 70.7 | | | | (3.9) | |
Other income (expense) | | | | |
Interest income | 3.0 | | | | 3.3 | |
Interest expense | (38.6) | | | | (69.7) | |
Foreign exchange gain (loss), net | 7.6 | | | | 1.5 | |
Reorganization items, net | — | | | | (636.2) | |
Miscellaneous gain, net | 2.6 | | | | 3.5 | |
Profit (loss) before taxes | 45.3 | | | | (701.5) | |
Income tax expense (benefit) | 32.0 | | | | (24.8) | |
Equity in earnings (loss) of unconsolidated subsidiaries, net | 1.5 | | | | (0.6) | |
Net income (loss) | 14.8 | | | | (677.3) | |
Net income (loss) attributable to noncontrolling interests | (0.1) | | | | (0.2) | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | $ | 14.9 | | | | $ | (677.1) | |
| | | | |
Basic weighted-average shares outstanding | 37.6 | | | | 80.0 | |
Diluted weighted-average shares outstanding | 37.7 | | | | 80.0 | |
| | | | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | | | | |
Basic earnings (loss) per share | $ | 0.40 | | | | $ | (8.46) | |
Diluted earnings (loss) per share | $ | 0.40 | | | | $ | (8.46) | |
| | | | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Net sales | | | | |
Services | $ | 1,065.5 | | | | $ | 1,054.4 | |
Products | 769.6 | | | | 725.9 | |
| 1,835.1 | | | | 1,780.3 | |
Cost of sales | | | | |
Services | 806.7 | | | | 751.1 | |
Products | 576.6 | | | | 594.7 | |
| 1,383.3 | | | | 1,345.8 | |
Gross profit | 451.8 | | | | 434.5 | |
Selling and administrative expense | 313.8 | | | | 384.8 | |
Research, development and engineering expense | 46.3 | | | | 51.8 | |
Loss (gain) on sale of assets, net | (2.8) | | | | 1.2 | |
Impairment of assets | — | | | | 2.7 | |
| 357.3 | | | | 440.5 | |
Operating profit (loss) | 94.5 | | | | (6.0) | |
Other income (expense) | | | | |
Interest income | 7.2 | | | | 5.0 | |
Interest expense | (82.2) | | | | (151.6) | |
Foreign exchange gain (loss), net | 8.0 | | | | (9.1) | |
Reorganization items, net | — | | | | (636.2) | |
Miscellaneous gain, net | 3.6 | | | | 6.1 | |
Profit (loss) before taxes | 31.1 | | | | (791.8) | |
Income tax expense (benefit) | 28.9 | | | | (3.7) | |
Equity in earnings (loss) of unconsolidated subsidiaries, net | (1.4) | | | | (0.7) | |
Net income (loss) | 0.8 | | | | (788.8) | |
Net income (loss) attributable to noncontrolling interests | 0.5 | | | | (0.6) | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | $ | 0.3 | | | | $ | (788.2) | |
| | | | |
Basic weighted-average shares outstanding | 37.6 | | | | 79.7 | |
Diluted weighted-average shares outstanding | 37.6 | | | | 79.7 | |
| | | | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | | | | |
Basic earnings (loss) per share | $ | 0.01 | | | | $ | (9.89) | |
Diluted earnings (loss) per share | $ | 0.01 | | | | $ | (9.89) | |
| | | | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited and in millions)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Three months ended | | | Three months ended |
| June 30, 2024 | | | June 30, 2023 |
Net income (loss) | $ | 14.8 | | | | $ | (677.3) | |
Other comprehensive income (loss), net of tax | | | | |
Translation adjustment | (35.4) | | | | 18.6 | |
Foreign currency hedges (net of tax of $(0.3) in the Successor Period and $0.0 in the Predecessor Period, respectively) | (0.3) | | | | — | |
Interest rate hedges | | | | |
Net income recognized in other comprehensive income (net of tax of $— in the Successor Period and $— in the Predecessor Period, respectively) | (0.3) | | | | 0.2 | |
| | | | |
| | | | |
Pension and other post-retirement benefits | | | | |
Net actuarial gain (loss) amortized (net of tax of $— in the Successor Period and $(0.2) in the Predecessor Period, respectively) | 1.9 | | | | 0.8 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Other comprehensive income (loss), net of tax | (34.1) | | | | 19.6 | |
Comprehensive loss | (19.3) | | | | (657.7) | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | (0.3) | | | | (6.8) | |
Comprehensive loss attributable to Diebold Nixdorf, Incorporated | $ | (19.0) | | | | $ | (650.9) | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited and in millions)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Net income (loss) | $ | 0.8 | | | | $ | (788.8) | |
Other comprehensive income (loss), net of tax | | | | |
Translation adjustment | (78.4) | | | | 25.5 | |
Foreign currency hedges (net of tax of $(0.3) in the Successor Period and $— in the Predecessor Period, respectively) | (0.3) | | | | — | |
Interest rate hedges | | | | |
Net income recognized in other comprehensive income (net of tax of $— in the Successor Period and $— in the Predecessor Period, respectively) | (0.3) | | | | 0.5 | |
| | | | |
| | | | |
Pension and other post-retirement benefits | | | | |
Net actuarial gain (loss) amortized (net of tax of $(2.1) in the Successor Period and $(0.7) in the Predecessor Period, respectively) | 6.9 | | | | 2.1 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Other comprehensive income (loss), net of tax | (72.1) | | | | 28.1 | |
Comprehensive loss | (71.3) | | | | (760.7) | |
Less: Comprehensive income (loss) attributable to noncontrolling interests | 0.3 | | | | (5.0) | |
Comprehensive loss attributable to Diebold Nixdorf, Incorporated | $ | (71.6) | | | | $ | (755.7) | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited and in millions)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Cash flow from operating activities | | | | |
Net income (loss) | $ | 0.8 | | | | $ | (788.8) | |
Adjustments to reconcile net loss to cash flow used by operating activities: | | | | |
Depreciation and amortization | 15.2 | | | | 24.8 | |
| | | | |
Amortization of fair valued assets | 48.3 | | | | 35.7 | |
Amortization of deferred financing costs into interest expense | 0.8 | | | | 21.8 | |
Reorganization items (non-cash) | — | | | | 541.6 | |
Reorganization items (debt make whole premium) | — | | | | 91.0 | |
Share-based compensation | 4.5 | | | | 2.1 | |
Debt prepayment costs | 2.0 | | | | — | |
(Gain) loss on sale of assets, net | (2.4) | | | | 1.2 | |
| | | | |
Impairment of assets | — | | | | 2.7 | |
Deferred income taxes | 7.9 | | | | (29.5) | |
Other | — | | | | 1.5 | |
Changes in certain assets and liabilities: | | | | |
Trade receivables | 51.6 | | | | (30.4) | |
Inventories | (66.3) | | | | (43.2) | |
Accounts payable | (24.8) | | | | (118.1) | |
Deferred revenue | (6.5) | | | | (50.1) | |
Sales tax and net value added tax | (35.1) | | | | (28.5) | |
| | | | |
Income taxes | (14.2) | | | | (7.7) | |
Accrued salaries, wages and commissions | 0.2 | | | | 21.3 | |
Restructuring accrual | 6.4 | | | | (29.9) | |
Warranty liability | 3.7 | | | | (2.9) | |
| | | | |
Pension and post retirement benefits | (2.4) | | | | 0.5 | |
Accrued interest | 0.1 | | | | 32.9 | |
Certain other assets and liabilities | (21.3) | | | | 14.4 | |
Net cash used by operating activities | (31.5) | | | | (337.6) | |
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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows - (Continued)
(unaudited and in millions)
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Cash flow from investing activities | | | | |
Capital expenditures | (8.4) | | | | (11.2) | |
Capitalized software development | (12.6) | | | | (10.8) | |
| | | | |
| | | | |
Proceeds from maturities of investments | 158.7 | | | | 131.0 | |
Payments for purchases of investments | (154.7) | | | | (115.6) | |
Proceeds from sale of assets | 1.2 | | | | — | |
| | | | |
Net cash used by investing activities | (15.8) | | | | (6.6) | |
Cash flow from financing activities | | | | |
| | | | |
| | | | |
| | | | |
Revolving credit facility borrowings, net | 39.3 | | | | — | |
Repayment of ABL credit agreement, net | — | | | | (188.3) | |
Debt issuance costs | (4.6) | | | | (3.8) | |
Receipt of DIP financing | — | | | | 1,250.0 | |
Borrowings - FILO | — | | | | 58.9 | |
Repayments - FILO | — | | | | (58.9) | |
Repayment of superpriority term loan | — | | | | (400.6) | |
Repayment Exit facility | (200.0) | | | | — | |
Other debt borrowings | 0.3 | | | | 2.1 | |
Other debt repayments | (0.1) | | | | (2.1) | |
| | | | |
| | | | |
| | | | |
Debt make whole premium | — | | | | (91.0) | |
Debt prepayment costs | (2.0) | | | | — | |
Other | (2.8) | | | | (2.9) | |
Net cash (used), provided by financing activities | (169.9) | | | | 563.4 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (15.0) | | | | 0.9 | |
Change in cash, cash equivalents and restricted cash | (232.2) | | | | 220.1 | |
Add: Cash included in assets held for sale at beginning of period | — | | | | 2.8 | |
Less: Cash included in assets held for sale at end of period | — | | | | 0.2 | |
Cash, cash equivalents and restricted cash at the beginning of the period | 592.3 | | | | 319.1 | |
Cash, cash equivalents and restricted cash at the end of the period | $ | 360.1 | | | | $ | 541.8 | |
Cash paid for: | | | | |
Income taxes | $ | 32.6 | | | | $ | 25.3 | |
Interest | $ | 76.4 | | | | $ | 45.2 | |
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| June 30, 2024 | | | June 30, 2023 |
Cash and cash equivalents | $ | 276.7 | | | | $ | 504.6 | |
Restricted cash | 83.4 | | | | 37.2 | |
Total cash, cash equivalents and restricted cash at the end of the period | $ | 360.1 | | | | $ | 541.8 | |
See accompanying notes to condensed consolidated financial statements.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
Note 1: Basis of Presentation
The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In addition, some of the Company’s statements in this Quarterly Report on Form 10-Q may involve risks and uncertainties that could significantly impact expected future results. The results for interim periods are not necessarily indicative of results for the entire year.
The Company has reclassified the presentation of certain Predecessor information to conform to the Successor presentation.
Bankruptcy Accounting and Fresh Start Accounting
As described in Note 2, on June 1, 2023, the Company and certain of its U.S. and Canadian subsidiaries (collectively, the Debtors) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of Texas (the U.S. Bankruptcy Court) seeking relief under chapter 11 of title 11 of the U.S. Code (the U.S. Bankruptcy Code). The cases were jointly administered under the caption In re: Diebold Holding Company, LLC, et al. (Case No. 23-90602) (the Chapter 11 Cases). Additionally, on June 1, 2023, Diebold Nixdorf Dutch Holding B.V. (Diebold Dutch) filed a scheme of arrangement relating to certain of the Company’s other subsidiaries (the Dutch Scheme Parties) and commenced voluntary proceedings (the Dutch Scheme Proceedings and, together with the Chapter 11 Cases, the Restructuring Proceedings) under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) in the District Court of Amsterdam (the Dutch Court). In addition, on June 12, 2023, Diebold Dutch filed a voluntary petition for relief under chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court seeking recognition of the Dutch Scheme Proceedings as a foreign main proceedings and related relief (the Chapter 15 Proceedings).
For periods subsequent to the filing of the Restructuring Proceedings, the Company applied Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 852 – Reorganizations (ASC 852) in preparing its consolidated financial statements. According, during the pendency of the Chapter 11 Cases and Dutch Scheme Proceedings, prepetition liabilities of the Debtors and Dutch Scheme Parties subject to compromise under the Restructuring Proceedings were distinguished from liabilities that were not expected to be compromised and post-petition liabilities in our condensed consolidated balance sheets. Liabilities subject to compromise were recorded at the amounts expected to be allowed by the U.S. Bankruptcy Court. Additionally, the income, expenses, gains and losses directly and incrementally resulting from the Chapter 11 Cases and Dutch Scheme Proceedings were separately reported as Reorganization items, net in our condensed consolidated statement of operations.
In accordance with ASC 852, we qualified for and adopted fresh start accounting (Fresh Start Accounting) upon emergence from the Restructuring Proceedings, at which point we became a new entity for financial reporting because (i) the holders of the then existing common shares of the Predecessor received less than 50% of the new shares of common stock of the Successor outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plans (defined in Note 2) was less than the total of all post-petition liabilities and allowed claims.
Upon adoption of Fresh Start Accounting, the reorganization value derived from the enterprise value associated with the Plans was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes), with the remaining excess value allocated to goodwill in accordance with ASC 805 – Business Combinations. Deferred income tax amounts were determined in accordance with ASC 740 – Income Taxes.
References to “Predecessor” relate to the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 (Predecessor Period). References to “Successor” relate to the Condensed Consolidated Balance Sheets of the reorganized Company as of December 31, 2023 and June 30, 2024, and Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 (Successor Period) and are not comparable to the Predecessor as indicated by the “black line” division in the financial statements and footnote tables, which emphasizes the lack of comparability between amounts presented. The Company’s financial results for future periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
Principles of Consolidation
We consolidate all wholly owned subsidiaries and controlled joint ventures. All material intercompany accounts and transactions have been eliminated in consolidation.
Recently Issued Accounting Guidance
The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the FASB.
In March 2020, the FASB issued guidance that provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by the transition away from reference rates expected to be discontinued to alternative reference rates. The guidance was effective upon issuance and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2024. The standard does not materially impact the Company's consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments of ASU 2023-07 improve segment reporting disclosures, including significant segment expenses. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments for ASU 2023-09 enhance income tax disclosures by including additional disclosures related to rate reconciliation and information regarding income taxes paid. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements.
Although there are other new accounting pronouncements issued by the FASB, the Company does not believe these pronouncements will have a material impact on its consolidated financial statements.
Note 2: Chapter 11 Cases and Dutch Scheme Proceedings
On June 1, 2023, the Debtors filed voluntary petitions in the U.S. Bankruptcy Court seeking relief under he U.S. Bankruptcy Code. The cases were jointly administered under the Chapter 11 Cases. Additionally, on June 1, 2023, Diebold Dutch filed a scheme of arrangement relating to the Dutch Scheme Parties and the Restructuring Proceedings under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) in the Dutch Court. In addition, on June 12, 2023, Diebold Dutch filed a voluntary petition for relief under the Chapter 15 Proceedings.
On July 13, 2023, the U.S. Bankruptcy Court entered an order (the Confirmation Order) confirming the Debtors’ Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the U.S. Plan). On August 2, 2023, the Dutch Court entered an order (the WHOA Sanction Order) sanctioning the Netherlands WHOA Plan of Diebold Dutch and the Dutch Scheme Companies (the WHOA Plan) in the Dutch Scheme Proceedings. On August 7, 2023, the U.S. Bankruptcy Court entered an order in the Chapter 15 Proceedings recognizing the WHOA Plan and the WHOA Sanction Order.
On August 11, 2023 (the Effective Date or Fresh Start Reporting Date), the U.S. Plan and WHOA Plan (together, the Plans) became effective in accordance with their terms and the Debtors and the Dutch Scheme Parties emerged from the Chapter 11 Cases and the Dutch Scheme Proceedings. Following filing the notice of the Effective Date with the U.S. Bankruptcy Court, the Chapter 15 Proceedings were closed.
Note 3: Fresh Start Accounting
Upon emergence from the Chapter 11 Cases and Dutch Scheme Proceedings, the Company qualified for and adopted Fresh Start Accounting, which resulted in the Company becoming a new entity for financial reporting purposes (the Successor).
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
The reorganization value derived from the range of enterprise values associated with the Plans was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes) with the remaining excess value allocated to goodwill.
As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plans, the Company’s condensed consolidated financial statements of the Successor, are not comparable to its condensed consolidated financial statements of the Predecessor.
Note 4: Earnings (Loss) Per Share
Basic earnings (loss) per share is based on the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) per share includes the dilutive effect of shares of potential common stock outstanding. Under the two-class method of computing earnings (loss) per share, non-vested share-based payment awards that contain rights to receive non-forfeitable dividends are considered participating securities. During the Predecessor Periods, the Company’s participating securities included restricted stock units (RSUs), director deferred shares and shares that vested but were deferred by employees. There were no participating securities in the Successor Period. The Company calculated basic and diluted earnings (loss) per share under both the treasury stock method and the two-class method. For the three and six months ended June 30, 2024 and 2023, there were no differences in the earnings (loss) per share amounts calculated using the two methods. Accordingly, the treasury stock method is disclosed below; however, because the Company was in a net loss position in the Predecessor Periods of the three and six months ended June 30, 2023, dilutive shares are excluded from the shares used in the computation of Predecessor Periods diluted loss per share.
The following table represents amounts used in computing earnings (loss) per share and the effect on the weighted-average number of shares of potential dilutive common stock:
| | | | | | | | | | | | | | | | | | | | | |
| | Successor | | | Predecessor | | |
| | Three months ended | | | Three months ended | | |
| | June 30, 2024 | | | June 30, 2023 | | | | |
Numerator | | | | | | | | | |
Earnings (loss) used in basic and diluted loss per share | | | | | | | | | |
Net income (loss) | | $ | 14.8 | | | | $ | (677.3) | | | | | |
Net income (loss) attributable to noncontrolling interests | | (0.1) | | | | (0.2) | | | | | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | | $ | 14.9 | | | | $ | (677.1) | | | | | |
Denominator | | | | | | | | | |
Weighted-average number of shares of common stock used in basic earnings (loss) per share (1) | | 37.6 | | | | 80.0 | | | | | |
Effect of dilutive shares (1) | | 0.1 | | | | — | | | | | |
Weighted-average number of shares used in diluted earnings (loss) per share | | 37.7 | | | | 80.0 | | | | | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | | | | | | | | | |
Basic earnings (loss) per share | | $ | 0.40 | | | | $ | (8.46) | | | | | |
Diluted earnings (loss) per share | | $ | 0.40 | | | | $ | (8.46) | | | | | |
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Anti-dilutive shares | | | | | | | | | |
Anti-dilutive shares not used in calculating diluted weighted-average shares | | 1.0 | | | | 1.8 | | | | | |
(1)1.7 shares for the three months ended June 30, 2023 (Predecessor) are excluded from the computation of diluted loss per share because the effects are anti-dilutive, due to the net loss position.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | |
| | Successor | | | Predecessor | | |
| | Six months ended | | | Six months ended | | |
| | June 30, 2024 | | | June 30, 2023 | | | | |
Numerator | | | | | | | | | |
Earnings (loss) used in basic and diluted loss per share | | | | | | | | | |
Net income (loss) | | $ | 0.8 | | | | $ | (788.8) | | | | | |
Net income (loss) attributable to noncontrolling interests | | 0.5 | | | | (0.6) | | | | | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | | $ | 0.3 | | | | $ | (788.2) | | | | | |
Denominator | | | | | | | | | |
Weighted-average number of shares of common stock used in basic earnings (loss) per share (1) | | 37.6 | | | | 79.7 | | | | | |
Effect of dilutive shares (1) | | — | | | | — | | | | | |
Weighted-average number of shares used in diluted earnings (loss) per share | | 37.6 | | | | 79.7 | | | | | |
Net income (loss) attributable to Diebold Nixdorf, Incorporated | | | | | | | | | |
Basic earnings (loss) per share | | $ | 0.01 | | | | $ | (9.89) | | | | | |
Diluted earnings (loss) per share | | $ | 0.01 | | | | $ | (9.89) | | | | | |
| | | | | | | | | |
Anti-dilutive shares | | | | | | | | | |
Anti-dilutive shares not used in calculating diluted weighted-average shares | | 1.2 | | | | 2.0 | | | | | |
(1)1.9 shares for the six months ended June 30, 2023 (Predecessor) are excluded from the computation of diluted loss per share because the effects are anti-dilutive, due to the net loss position.
Note 5: Income Taxes
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Three months ended | | | Three months ended |
| June 30, 2024 | | | June 30, 2023 |
Income Tax Expense/(Benefit) | $ | 32.0 | | | | $ | (24.8) | |
Effective Tax Rate | 70.6 | % | | | 3.5 | % |
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Income Tax Expense/(Benefit) | $ | 28.9 | | | | $ | (3.7) | |
Effective Tax Rate | 92.9 | % | | | 0.5 | % |
The effective tax rate on the loss from continuing operations was 70.6 percent and 92.9 percent for the three and six months ended June 30, 2024, respectively. The effective tax rate differed compared to the U.S. federal statutory rate for the variations in the expected jurisdictional mix of earnings and expected permanent tax differences relative to pretax earnings. For the three and six months ended June 30, 2024, the Company estimated its annual effective tax rate and applied it to year-to-date ordinary income/loss pursuant to Accounting Standards Codification (ASC) 740-270-25-1. The Company reports the tax effect of unusual or infrequently occurring items, including changes in judgement about valuation allowances, uncertain tax positions, and effects of changes in tax laws or rates in the interim period in which they occur. The BEPS 2.0 Pillar Two global minimum tax rules, previously enacted by several jurisdictions in which the Company operates, became effective in 2024. The Company does not estimate a material impact on its annual effective tax rate from these rules.
The effective tax rate on the loss from continuing operations was 3.5 percent and 0.5 percent for the three and six months ended June 30, 2023, respectively. The tax provision for the three and six months ended June 30, 2023, was attributable to the
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
jurisdictional mix of pre-tax income and losses, reorganization charges, and discrete tax adjustments for current tax expense related to tax return to provision differences and changes in permanent reinvestment assertions. For the three and six months ended June 30, 2023, the Company calculated its income tax expense using the actual effective tax rate year to date, as opposed to the estimated annual effective tax rate, as provided in Accounting Standards Codification (ASC) 740-270-30-18.
Note 6: Inventories
Major classes of inventories are summarized as follows:
| | | | | | | | | | | |
| Successor |
| June 30, 2024 | | December 31, 2023 |
Raw materials and work in process | $ | 204.7 | | | $ | 174.0 | |
Finished goods | 256.8 | | | 242.0 | |
Total product inventories | 461.5 | | | 416.0 | |
| | | |
Service parts | 171.2 | | | 173.8 | |
Total inventories | $ | 632.7 | | | $ | 589.8 | |
Note 7: Investments
The Company’s investments, primarily held by our subsidiaries in Brazil, consist of certificates of deposit that are recorded at fair value based upon quoted market prices. Changes in fair value are recognized in interest income, determined using the specific identification method, and were minimal. There were no sales of securities or proceeds from the sale of securities prior to the maturity date during the three and six months ended June 30, 2024 (Successor) and 2023 (Predecessor).
The Company has deferred compensation plans that enable certain employees to defer receipt of a portion of their cash, 401(k)
or share-based compensation and enable non-employee directors to defer receipt of director fees at the participants’ discretion.
For deferred cash-based compensation, the Company established rabbi trusts (refer to Note 15), which are recorded at fair value of the underlying securities and presented within securities and other investments. The related deferred compensation liability is recorded at fair value and presented within other long-term liabilities. Realized and unrealized gains and losses on marketable securities in the rabbi trusts are recognized in interest income.
The Company’s investments subject to fair value measurement consist of the following:
| | | | | | | | | | | | | | | | | | | | |
| | Cost Basis | | Unrealized Gain | | Fair Value |
As of June 30, 2024 (Successor) | | | | | | |
Short-term investments | | | | | | |
Certificates of deposit | | $ | 8.7 | | | $ | — | | | $ | 8.7 | |
| | | | | | |
| | | | | | |
| | | | | | |
Long-term investments | | | | | | |
Assets held in a rabbi trust | | $ | 2.2 | | | $ | 0.9 | | | $ | 3.1 | |
| | | | | | |
As of December 31, 2023 (Successor) | | | | | | |
Short-term investments | | | | | | |
Certificates of deposit | | $ | 13.4 | | | $ | — | | | $ | 13.4 | |
| | | | | | |
| | | | | | |
Long-term investments | | | | | | |
Assets held in a rabbi trust | | $ | 2.3 | | | $ | 0.6 | | | $ | 2.9 | |
Securities and other investments also includes cash surrender value of insurance contracts of $3.6 and $3.6 as of June 30, 2024 (Successor) and December 31, 2023 (Successor), respectively.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
The Company has certain non-consolidated joint ventures that are not significant subsidiaries and are accounted for under the equity method of accounting. The Company owns 48.1 percent of Inspur Financial Information System Co., Ltd. (Inspur JV) and 49.0 percent of Aisino-Wincor Retail & Banking Systems (Shanghai) Co., Ltd. (Aisino JV). The Company engages in transactions in the ordinary course of business with these joint ventures. As of June 30, 2024, the Company had accounts receivable and accounts payable balances with these joint ventures of $11.6 and $27.0, respectively. As of December 31, 2023, the Company had accounts receivable and accounts payable balances with these joint ventures of $13.0 and $24.2, respectively. These joint venture related balances are included in trade receivables, less allowances for doubtful accounts and accounts payable on the condensed consolidated balance sheets.
Note 8: Goodwill and Other Intangible Assets
The Company has the following operating segments: Banking and Retail. This is described in further detail in Note 19, and is consistent with how the Chief Executive Officer, the chief operating decision maker (CODM), makes key operating decisions, allocates resources, and assesses the performance of the business.
The excess of the Successor’s reorganization value over the fair value of identified tangible and intangible assets as of the Emergence Date is reported separately on the Company’s condensed consolidated balance sheets as goodwill.
The changes in the carrying amount of goodwill for the six months ended June 30, 2024 (Successor):
| | | | | | | | | | | | | | | | | | |
| Banking | | Retail | | Total | |
Goodwill, balance at January 1, 2024 (Successor) | $ | 471.4 | | | $ | 145.3 | | | $ | 616.7 | | |
Currency translation adjustment | (10.9) | | | (3.4) | | | (14.3) | | |
Goodwill, balance at June 30, 2024 (Successor) | $ | 460.5 | | | $ | 141.9 | | | $ | 602.4 | | |
The following summarizes information on Intangible assets by major category:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Successor |
| | June 30, 2024 | | | December 31, 2023 |
| Weighted-average remaining useful lives | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
Customer relationships | 16.5 years | $ | 538.9 | | | $ | (27.4) | | | $ | 511.5 | | | | $ | 555.5 | | | $ | (12.5) | | | $ | 543.0 | |
| | | | | | | | | | | | | |
Trademarks and trade names | 17.1 years | 116.6 | | | (5.8) | | | 110.8 | | | | 118.8 | | | (2.6) | | | 116.2 | |
Capitalized software development | 2.0 years | 30.4 | | | (1.9) | | | 28.5 | | | | 22.0 | | | (1.1) | | | 20.9 | |
Technology know-how and development costs non-software | 5.1 years | 189.6 | | | (28.0) | | | 161.6 | | | | 193.3 | | | (12.5) | | | 180.8 | |
Other intangibles | 0.6 years | 43.6 | | | (23.2) | | | 20.4 | | | | 40.6 | | | (10.2) | | | 30.4 | |
Other intangible assets, net | | 380.2 | | | (58.9) | | | 321.3 | | | | 374.7 | | | (26.4) | | | 348.3 | |
Total | | $ | 919.1 | | | $ | (86.3) | | | $ | 832.8 | | | | $ | 930.2 | | | $ | (38.9) | | | $ | 891.3 | |
Costs incurred for the development of external-use software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs are included within other assets and are amortized on a straight-line basis over the estimated useful lives ranging from three to five years. Amortization begins when the product is available for general release. Costs capitalized include direct labor and related overhead costs. Costs incurred prior to technological feasibility or after general release are expensed as incurred. The Company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue. If future revenue does not support the unamortized program costs, the amount by which the unamortized capitalized cost of a software product exceeds the net realizable value is impaired.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
The following table identifies the activity relating to total capitalized software development:
| | | | | | |
| | 2024 |
Beginning balance as of January 1 (Successor) | | $ | 20.9 | |
Capitalization | | 9.0 | |
Amortization | | (1.0) | |
Other | | (0.4) | |
Ending balance as of June 30 (Successor) | | 28.5 | |
| | | | | | |
| | 2023 |
Beginning balance as of January 1 (Predecessor) | | $ | 42.5 | |
Capitalization | | 10.8 | |
Amortization | | (10.3) | |
Other | | (4.2) | |
Ending balance as of June 30 (Predecessor) | | $ | 38.8 | |
The Company's total amortization expense, excluding amounts related to deferred financing costs, was $25.1 and $24.7 for the three months ended June 30, 2024 (Successor) and 2023 (Predecessor), respectively. The Company's total amortization expense, excluding amounts related to deferred financing costs, was $51.5 and $48.0 for the six months ended June 30, 2024 (Successor) and 2023 (Predecessor), respectively.
Note 9: Product Warranties
The Company provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts.
Changes in the Company’s warranty liability balance are illustrated in the following table:
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| 2024 | | | 2023 |
Beginning balance as of January 1 | $ | 28.0 | | | | $ | 28.3 | |
Current period accruals | 19.6 | | | | 15.4 | |
Current period settlements | (22.5) | | | | (18.1) | |
Currency translation adjustment | (1.7) | | | | 0.9 | |
Ending balance as of June 30 | $ | 23.4 | | | | $ | 26.5 | |
Note 10: Restructuring
In the fourth quarter of 2023, the Company completed the 2022 initiative that was announced in the second quarter of 2022. The focus was to streamline operations, drive efficiencies and digitize processes. The savings realized were in line with expectations. The most significant expense of the initiative related to severance payments, while the remainder of the expenses incurred primarily relate to transitioning personnel and consultant fees in relation to the transformation process.
Also during the fourth quarter of 2023, the Company introduced its continuous improvement initiative, noting that the Company is focused on consistently innovating its solutions to support a better transaction experience for consumers at bank and retail locations while simultaneously streamlining cost structures and business processes through the integration of hardware, software and services. The most significant expense of the quarter ended June 30, 2024 primarily relate to transitioning personnel and consultant fees in relation to the improvement process.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
The following tables summarizes the impact of the Company’s restructuring and transformation charges on the consolidated statements of operations:
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Three months ended | | | Three months ended |
| June 30, 2024 | | | June 30, 2023 |
Cost of sales – services | $ | (0.3) | | | | $ | 3.6 | |
Cost of sales – products | 1.1 | | | | 0.3 | |
Selling and administrative expense | 10.3 | | | | 13.4 | |
Research, development and engineering expense | (0.5) | | | | 0.5 | |
Loss on sale of assets, net | — | | | | 0.8 | |
Total | $ | 10.6 | | | | $ | 18.6 | |
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Cost of sales – services | $ | 16.0 | | | | $ | 4.2 | |
Cost of sales – products | 1.8 | | | | 0.6 | |
Selling and administrative expense | 27.0 | | | | 26.4 | |
Research, development and engineering expense | 2.5 | | | | 1.1 | |
Loss on sale of assets, net | — | | | | 1.3 | |
Total | $ | 47.3 | | | | $ | 33.6 | |
The following table summarizes the Company’s severance accrual balance and related activity:
| | | | | | | |
| 2024 | | |
Beginning balance as of January 1 (Successor) | $ | 10.3 | | | |
Severance accrual | 22.8 | | | |
| | | |
Payout/Settlement | (16.4) | | | |
Other | (0.3) | | | |
Ending balance as of June 30 (Successor) | $ | 16.4 | | | |
| | | | | |
| 2023 |
Beginning balance as of January 1 (Predecessor) | $ | 44.2 | |
Severance accrual | 6.4 | |
| |
Payout/Settlement | (36.3) | |
Other | 0.3 | |
Ending balance as of June 30 (Predecessor) | $ | 14.6 | |
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
Note 11: Debt
Outstanding debt balances were as follows:
| | | | | | | | | | | | | | |
| Successor |
| June 30, 2024 | | | December 31, 2023 |
Notes payable – current | | | | |
| | | | |
Other | $ | 0.5 | | | | $ | 0.3 | |
| | | | |
| | | | |
| | | | |
| $ | 0.5 | | | | $ | 0.3 | |
| | | | |
Long-term debt | | | | |
Exit Facility | $ | 1,050.0 | | | | $ | 1,250.0 | |
Revolving Facility | 39.3 | | | | — | |
Other | 15.4 | | | | 3.6 | |
| $ | 1,104.7 | | | | $ | 1,253.6 | |
Long-term deferred financing fees | (4.9) | | | | (1.2) | |
| | | | |
| $ | 1,099.8 | | | | $ | 1,252.4 | |
DIP Facility and Exit Credit Agreement
On June 5, 2023, the Company, as borrower, entered into the credit agreement governing the Debtor's $1,250.0 debtor-in-possession term loan credit facility (DIP Facility) along with certain financial institutions party thereto, as lenders (the Lenders), and GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent (the DIP Credit Agreement), and the closing of the DIP Facility occurred on the same day. The DIP Facility provided for two tranches of term loans to be made on the closing date of the DIP Facility: (i) a $760.0 Term B-1 tranche and (ii) a $490.0 Term B-2 tranche.
On June 5, 2023, the proceeds of the DIP Facility were used, among others, to: (i) repay in full the term loan obligations, including a make-whole premium, under a $400.0 superpriority secured term loan facility (Superpriority Facility) and (ii) repay in full a $250.0 asset-based revolving credit facility (ABL Facility) and cash collateralize letters of credit thereunder. The payment for the Superpriority Facility totaled $492.3 and was comprised of $401.3 of principal and interest, $20.0 of premium, and a make-whole amount of $71.0. The payment for the ABL Facility, including an additional tranche of commitments thereunder consisting of a senior secured "last out" term facility (FILO Tranche), and the cash collateralization of the letters of credit thereunder totaled $241.0 and was comprised of $211.2 of principal and interest and $29.8 of the cash collateralized letters of credit.
On the Effective Date (i.e., August 11, 2023), the Company, as borrower, entered into a credit agreement (the Exit Credit Agreement) governing its $1,250.0 senior secured term loan credit facility (the Exit Facility) along with the Lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent.
Concurrently with the closing of the Exit Facility, the Company’s existing $1,250.0 DIP Facility was terminated and the loans outstanding under the DIP Facility were converted into loans outstanding under the Exit Facility (the Conversion), and the liens and guarantees, including all guarantees and liens granted by certain subsidiaries of the Company that are organized in the United States and in certain foreign jurisdictions, granted under the DIP Facility were automatically terminated and released.
In connection with the Conversion, the entire $1,250.0 under the Exit Facility was deemed drawn on the Effective Date. The Exit Facility will mature on August 11, 2028.
The Company may repay the loans under the Exit Facility at any time; provided that certain repayments of the loans made on or prior to February 11, 2025 with the proceeds of certain types of indebtedness must be accompanied by a premium of either 1.00% or 5.00% of the principal amount of the loans repaid. The amount of the premium is based on the type of indebtedness incurred to repay the loans. Amounts borrowed and repaid under the Exit Facility may not be reborrowed.
The obligations of the Company under the Exit Facility are guaranteed by certain subsidiaries of the Company that are organized in the United States (the Guarantors). The Exit Facility and related guarantees are secured by perfected senior security interests and liens on substantially all assets of the Company and each Guarantor. Loans under the Exit Facility bear
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
interest at an adjusted secured overnight financing rate with a one-month tenor rate plus 7.50 percent per annum or an adjusted base rate plus 6.50 percent per annum.
The Exit Facility includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type and size. Events of default include both credit and non-credit events such as a change of control, nonpayment of principal or interest, etc. In the event of a default, the Lenders may declare the outstanding amounts immediately due and payable.
Revolving Facility
On February 13, 2024, the Company, as borrower, entered into a credit agreement (the Revolving Credit Agreement) with certain financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent and collateral agent. The Revolving Credit Agreement provides for a superior-priority senior secured revolving credit facility (the Credit Facility) in an aggregate principal amount of $200.0, which includes a $50.0 letter of credit sub-limit and a $20.0 swing loan sub-limit. Borrowings under the Credit Facility may be used by the Company for (i) the Repayment (as defined below) and (ii) general corporate purposes and working capital. As of the effective date of the Revolving Credit Agreement, the Credit Facility is fully drawn.
Concurrently with the closing of the Credit Facility, the Company prepaid $200.0 (the Repayment) of outstanding principal of its senior secured term loans under the Exit Credit Agreement, by and among the Company, certain financial institutions party thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent. The Repayment pays down a portion of the borrowings outstanding under the Exit Facility.
The Credit Facility will mature on February 13, 2027.
The obligations of the Company under the Credit Facility are guaranteed by certain subsidiaries of the Company that are organized in the United States (the Guarantors). The Credit Facility and related guarantees are secured by perfected super-priority senior security interests and liens on substantially all assets of the Company and each Guarantor.
Loans under the Credit Facility bear interest at an adjusted secured overnight financing rate plus 4.00 percent per annum or an adjusted base rate plus 3.00 percent per annum.
The Credit Facility includes conditions precedent, representations and warranties, affirmative and negative covenants and events of default that are customary for financings of this type and size.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
The cash flows related to debt borrowings and repayments were as follows:
| | | | | | | | | | | | | | |
| Successor | | | Predecessor |
| Six months ended | | | Six months ended |
| June 30, 2024 | | | June 30, 2023 |
Revolving credit facility borrowings | $ | 200.0 | | | | $ | — | |
| | | | |
| | | | |
Revolving credit facility repayments | $ | (160.7) | | | | $ | — | |
| | | | |
| | | | |
Other debt borrowings | | | | |
FILO | $ | — | | | | $ | 58.9 | |
Proceeds from DIP Facility | — | | | | 1,250.0 | |
International short-term uncommitted lines of credit borrowings | 0.3 | | | | 2.1 | |
| $ | 0.3 | | | | $ | 1,311.0 | |
| | | | |
Other debt repayments | | | | |
Payments on Exit Financing | $ | (200.0) | | | | $ | — | |
Payments on Term Loan B Facility - USD under the Credit Agreement | — | | | | (1.3) | |
Payments on Term Loan B Facility - Euro under the Credit Agreement | — | | | | (0.3) | |
Repayment of ABL, net | — | | | | (188.3) | |
Repayment of FILO | — | | | | (58.9) | |
Repayment of 2025 Superpriority Term Loans | — | | | | (400.6) | |
International short-term uncommitted lines of credit and other repayments | (0.2) | | | | (0.5) | |
| | | | |
| $ | (200.2) | | | | $ | (649.9) | |
Below is a summary of financing information:
| | | | | | | | | | | | | | | | | | | | | |
Financing Facilities | | Interest Rate Index and Margin | | | Maturity/Termination Dates | | Initial Term (Years) |
Exit Facility(i) | | SOFR + 7.50% | | | August 2028 | | 5.0 |
Revolving Credit Facility - Term Benchmark Advances(ii) | | SOFR + 4.00% | | | February 2027 | | 3.0 |
(i)SOFR with a floor of 4.0 percent
(ii) SOFR with a floor of 1.5 percent
Line of Credit
As of June 30, 2024, the Company had various international short-term lines of credit with borrowing limits aggregating to $6.7. There were no outstanding borrowings on the short-term lines of credit as of June 30, 2024 or December 31, 2023. Short-term lines mature in less than one year and are used to support working capital, vendor financing and foreign exchange derivatives.
DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
Note 12: Equity
The following tables present changes in shareholders' equity attributable to Diebold Nixdorf, Incorporated and the noncontrolling interests:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | Total Diebold Nixdorf, Incorporated Shareholders' Equity | | | | |
| | | Common Shares | | Additional Capital | | Retained Earnings | | Treasury Shares | | | Equity Warrants | | | Non-controlling Interests | | Total Equity |
Balance, December 31, 2023 (Successor) | | | $ | 0.4 | | | $ | 1,038.7 | | | $ | 17.1 | | | $ | — | | | $ | 7.6 | | | $ | — | | | $ | 1,063.8 | | | $ | 15.4 | | | $ | 1,079.2 | |
Net loss | | | — | | | — | | | (14.6) | | | — | | | — | | | — | | | (14.6) | | | 0.6 | | | (14.0) | |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | (38.0) | | | — | | | (38.0) | | | — | | | (38.0) | |
| | | | | | | | | | | | | | | | | | | |
Share-based compensation expense | | | — | | | 1.9 | | | — | | | — | | | — | | | — | | | 1.9 | | | — | | | 1.9 | |
Distribution to noncontrolling interest holders, net | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (3.4) | | | (3.4) | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Balance, March 31, 2024 (Successor) | | | $ | 0.4 | | | $ | 1,040.6 | | | $ | 2.5 | | | $ | — | | | $ | (30.4) | | | $ | — | | | $ | 1,013.1 | | | $ | 12.6 | | | $ | 1,025.7 | |
Net income | | | — | | | — | | | 14.9 | | | — | | | — | | | — | | | 14.9 | | | (0.1) | | | 14.8 | |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | (33.9) | | | — | | | (33.9) | | | (0.2) | | | (34.1) | |
| | | | | | | | | | | | | | | | | | | |
Share-based compensation expense | | | — | | | 2.6 | | | — | | | — | | | — | | | — | | | 2.6 | | | — | | | 2.6 | |
| | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2024 (Successor) | | | $ | 0.4 | | | $ | 1,043.2 | | | $ | 17.4 | | | $ | — | | | $ | (64.3) | | | $ | — | | | $ | 996.7 | | | $ | 12.3 | | | $ | 1,009.0 | |
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DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES
FORM 10-Q as of June 30, 2024
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in millions, except per share amounts)
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| | | | | | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | Total Diebold Nixdorf, Incorporated Shareholders' Equity | | | | |
| | | Common Shares | | Additional Capital | | Accumulated Deficit | | Treasury Shares | | | Equity Warrants | | | Non-controlling Interests | | Total Equity |
Balance, December 31, 2022 (Predecessor) | | | $ | 119.8 | | | $ | 831.5 | | | $ | (1,406.7) | | | $ | (585.6) | | | $ | (360.0) | | | $ | 20.1 | | | $ | (1,380.9) | | | $ | 9.8 | | | $ | (1,371.1) | |
Net loss | | | — | | | — | | | (111.1) | | | — | | | — | | | — | | | (111.1) | | | (0.4) | | | (111.5) | |
Other comprehensive income | | | — | | | — | | | — | | | — | | | 6.3 | | | — | | | 6.3 | | | 2.2 | | | 8.5 | |
Share-based compensation issued | | | 1.0 | | | (1.0) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
Share-based compensation expense | | | — | | | 1.3 | | | — | | | — | | | — | | | — | | | 1.3 | | | — | | | 1.3 | |
Treasury shares | | | — | | | — | | | — | | | (0.8) | | | — | | | — | | | (0.8) | | | — | | | (0.8) | |
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Balance, March 31, 2023 (Predecessor) | | | $ | 120.8 | | | $ | 831.8 | | | $ | (1,517.8) | | | $ | (586.4) | | | $ | (353.7) | | | $ | 20.1 | | | $ | (1,485.2) | | | $ | 11.6 | | | $ | (1,473.6) | |
Net loss | | | — | | | — | | | (677.1) | | | — | | | — | | | — | | | (677.1) | | | (0.2) | | | (677.3) | |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | 26.2 | | | — | | | 26.2 | | | (6.6) | | | 19.6 | |
Share-based compensation issued | | | 0.4 | | | (0.5) | | | — | | | — | | | — | | | — | | | (0.1) | | | — | | | (0.1) | |
Share-based compensation expense | | | — | | | 0.8 | | | — | | | — | | | — | | | — | | | 0.8 | | | — | | | 0.8 | |
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Balance, June 30, 2023 (Predecessor) | | | $ | 121.2 | | | $ | 832.1 | | | $ | (2,194.9) | | | $ | (586.4) | | | $ | (327.5) | | | $ | 20.1 | | | $ | (2,135.4) | | | $ | 4.8 | | | $ | (2,130.6) | |
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