EQS-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

Important Information: Diebold Nixdorfs currently outstanding common stock will be canceled upon emergence from the Chapter 11 restructuring process which is anticipated to occur on August 11, 2023, and holders thereof will not receive any compensation or recovery. In connection with that cancellation, Diebold Nixdorf's outstanding common stock will be delisted from the Frankfurt Stock Exchange on the same date.

FOR IMMEDIATE RELEASE:

Aug. 9, 2023

Diebold Nixdorf Anticipates Emergence from Financial Restructuring on Aug. 11 and NYSE Relisting on Aug. 14; Company Reports 2023 Second Quarter Financial Results

Please visit https://www.dieboldnixdorf.com/earnings for a presentation and additional content

HUDSON, Ohio - Diebold Nixdorf (OTC:DBDQQ) today announced it has completed its financial restructuring and anticipates emerging from the related Chapter 11 and Chapter 15 proceedings on Friday, Aug. 11. The company also has received notice that new shares have been approved to relist on the New York Stock Exchange (NYSE) and anticipates shareholders can trade its newly issued common stock on Monday, Aug. 14 at the market open under the symbol DBD. In addition, Diebold Nixdorf today reported its second quarter 2023 financial results.

Octavio Marquez, Diebold Nixdorf chairman, president and chief executive officer, said: "Today marks a pivotal moment for Diebold Nixdorf as our plan of reorganization has been confirmed by the relevant courts in the U.S. and the Netherlands and we anticipate emergence as a financially stronger company with a recapitalized balance sheet, enhanced liquidity and the foundation needed for long-term success. The support we have received from our banking and lending partners will help us form a stronger foundation, built on delivering best-in-class products and services to banks and retailers worldwide. We are excited about what we will be able to accomplish moving forward, as we deliver for our customers and create value for our stakeholders, focused on our strategy to position Diebold Nixdorf for success with continued investments in our people and products. We look forward to sharing more information about our operational strategy, performance targets and market profile with the broader investment community after emergence."

Marquez continued, "From a business perspective, we performed well in the second quarter with results reflecting continued demand for our self-service and automation solutions in Banking and Retail, as well as the operational improvements we have implemented over the past year. We are very grateful to our customers for continuing to trust and support our company as we worked through our debt restructuring. They have stood by our side, maintaining trust in our relationship and valuing the industry-leading solutions we provide. In addition, we are thankful for the ongoing partnership with our suppliers during this time and are very proud of our employees, who remain focused on operational execution and delivered meaningful year-over-year improvements during the quarter."

Key Quarterly Highlights

• Operational execution leads to year-over-year improvement across key financial metrics

• Total revenue of $922.2 million, representing an 8.3% increase from the prior-year period

• Gross profit of $225.2 million, a 40.0% improvement from the prior-year period; non-GAAP gross profit of $227.9 million improved 8.6% from the prior-year period 

• Gross margin of 24.4% improved 550 bps from the prior-year period; non-GAAP gross margin of 24.8% was consistent with the prior-year period

Business Highlights

• Banking
  • Revenue growth primarily driven by continued demand for our market-leading DN Series® and integrated cash recycling solutions. Shipped ~14,700 units during the quarter.
  • Won a service and support agreement valued at more than $8 million with one of the largest private banks in Turkey.
  • Achieved a service renewal agreement for nearly $7 million with one of the two largest banks in Thailand.
  • Secured an ATMaaS agreement valued at nearly $5 million with a major European financial institution's ATM operations in France.

• Retail
  • Retail checkout and service solutions, including self-checkout systems, generated consistent demand. Shipped ~7,300 SCO units during the quarter.
  • Strong activity in services during the quarter, including a five-year, $24 million agreement with a major supermarket chain's operations located in Great Britain, and a three-year, $9 million agreement covering a major retailer's 1,500 stores in Spain.
  • Significant EPOS wins during the period, including ~$12 million in total orders from two major supermarket chains, including an ~$8 million order with a new customer in the APAC region.

Overview Presentation and Upcoming Investor Conference call

More information via a summary presentation on Diebold Nixdorf's second quarter 2023 earnings is available on the company's Investor Relations website at https://www.dieboldnixdorf.com/earnings. In addition, Diebold Nixdorf is planning to conduct an investor conference call on Monday, Aug. 14 at 8:00 a.m. ET in conjunction with its anticipated relisting on the NYSE. The call/webcast will be made available at www.dieboldnixdorf.com/earnings, and the company will provide dial-in information and more details in advance of the call/webcast.

Anticipated Relisting on New York Stock Exchange Following Emergence from Chapter 11

Diebold Nixdorf today announced that following its planned emergence from Chapter 11 restructuring process on August 11, 2023, the common stock of the newly reorganized company is expected to commence trading on the New York Stock Exchange. Diebold Nixdorf expects trading to commence on August 14, 2023, under the symbol DBD. Diebold Nixdorfs currently outstanding common stock will be canceled upon emergence from the Chapter 11 restructuring process on August 11, 2023, and holders thereof will not receive any recovery.  In connection with that cancellation, Diebold Nixdorfs outstanding common stock will be delisted from the Frankfurt Stock Exchange on the same date.

About Diebold Nixdorf

Diebold Nixdorf, Incorporated (OTC:DBDQQ) automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the worlds 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.

'X': @DieboldNixdorf

LinkedIn: www.linkedin.com/company/diebold

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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.

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, making strategic acquisitions, strengthening the balance sheet and paying dividends. 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."

Forward-Looking Statements

This press release contains 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, 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, 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, which 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 ultimate outcome of the companys restructuring proceedings;

• the companys ability to have its new common stock listed on the NYSE;

• 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 companys reliance on suppliers, subcontractors and availability of raw materials and other components;

• the companys ability to improve its operating performance and its cash, liquidity and financial position;

• the companys ability to generate sufficient cash or have sufficient access to capital resources to service its debt, which, if unsuccessful or insufficient, could force the company to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness;

• the companys ability to comply with the covenants contained in the agreements governing its debt;

• the companys ability to successfully convert its backlog into sales, including our ability to overcome supply chain and liquidity challenges;

• the ultimate impact of infectious disease outbreaks and other public health emergencies, including further adverse effects to the companys 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;

• the success of the companys 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 companys ability to attract, retain and motivate key employees;

• the companys 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 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 companys 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 companys 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 war between Russia and Ukraine and the tension between the U.S. and China), 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 companys ability to comply with applicable laws and regulations; and

• and other factors included in the companys filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2022.

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.

Summary Financial Results

• GAAP total net sales increased 8.3%, or $70.5 million YoY, primarily due to strong banking unit volume

• GAAP operating loss improved by $87.6 million due primarily to increased sales and reduced operating expenses resulting from cost savings measures.

• Free cash use of $253.3 million in the quarter was unfavorable by $164.7 million versus the prior year quarter reflecting a substantial increase in cash used by operating activities to restore payment terms with suppliers.

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 - Diluted (loss) income per share attributable to Diebold Nixdorf, Incorporated.
 

Financial Results of Operations and Segments

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

(in millions, except per share amounts)

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in millions)

⁸ - 2023 includes the DIP Facility

⁹ - 2023 includes premiums related to DIP Facility

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(in millions)

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 June 30, 2023 compared to three months ended June 30, 2022

Six months ended June 30, 2023 compared to six months ended June 30, 2022

Restructuring and transition - personnel expenses incurred during 2023 and 2022 relate to the cost savings initiative focused on operational simplification and automation of processes, and include severance and payroll of employees transitioning out of the organization. Costs of third-parties assisting with the execution of the program are categorized as Transformation - other. Refinancing related costs incurred in the first six months of 2023 are advisor fees for the Company's ongoing restructuring process to optimize the capital structure that do not qualify for capitalization. Held for sale non-core European retail business amounts are the results of a majority-owned business that the company is committed to sell, that are excluded from the metrics used to evaluate the core business and assign resources. Amortization of Wincor Nixdorf purchase accounting intangible assets (non-cash) expense is taken against the intangible assets established in purchase accounting as management believes that this is useful information. Legal/deal expense primarily relates to third-party expenses and fees paid by the company for M&A activity. 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. North America ERP impairment was the result of the decision made by management to indefinitely suspend ERP implementation. Inventory charge for legacy products relates to excess and obsolete inventory as a result of a decision to streamline the Company's product portfolio. Russia/Ukraine impairment relates to the charges taken against trade receivables from customers in the region that are doubtful to be collected, inventory specific to customers in the region and various other assets not recoverable.

2. Reconciliation of GAAP net loss to EBITDA and Adjusted EBITDA (Non-GAAP measures) ($ in millions):

The company excluded the amortization of Wincor Nixdorf purchase accounting intangible assets from non-routine expenses, net in the Adjusted EBITDA reconciliation. Deferred financing fee amortization is included in interest expense; as a result, the company excluded from the depreciation and amortization caption. Depreciation and amortization expense was excluded from Held for sale non-core European retail business. Amortization of cloud-based software implementation represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included in selling and administrative expenses but are not considered GAAP depreciation and amortization. Reorganization items, net includes all income, expenses, gains, or losses that are incurred or realized as a result of the bankruptcy proceedings. Additionally, $0.8 of restructuring-related share-based compensation activity was excluded from restructuring and transformation expenses for the three and six months ended June 30, 2022

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.

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):

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):

We believe that cash, cash equivalents and short-term investments on the balance sheet that net cash against outstanding debt, presented as net debt above, is a meaningful measure.

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