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

2019. február 13., szerda, 13:27





DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]


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


13.02.2019 / 13:27


Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.


The issuer is solely responsible for the content of this announcement.



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 13, 2019

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)




































Ohio1-487934-0183970



(State or other(Commission(I.R.S. Employer
jurisdiction








File Number)Identification No.)
of incorporation)




5995 Mayfair Road, P.O.
44720-8077
Box 3077,










North Canton, Ohio




(Address of principal
(Zip Code)
executive offices)












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:

 Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))












Item 2.02 Results of Operations and Financial Condition





On February 13, 2019, Diebold Nixdorf, Incorporated (the "Company") issued
a news release announcing its results for the fourth quarter and full year
of 2018. The news release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

The information in this report shall not be deemed "filed" for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section and shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended.







Item 9.01 Financial Statements and Exhibits





















(d)Exhibits.


Exhibit
NumberDescription
99.1News release of Diebold Nixdorf, Incorporated dated February 13,

2019












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.


























Diebold Nixdorf, Incorporated
February 13, 2019By:/s/ Jeffrey Rutherford


Name: Jeffrey Rutherford


Title: Senior Vice


President and Chief


Financial Officer














Exhibit 99.1

















/pressrelease
Media contact: Investor contact:
Mike Jacobsen, APR Steve Virostek
+1 330 490 3796 +1 330 490 6319
michael.jacobsen@dieboldnixdorf.comsteve.virostek@dieboldnixdorf.com








FOR IMMEDIATE RELEASE:

Feb. 13, 2019

DIEBOLD NIXDORF REPORTS 2018 FOURTH QUARTER, FULL-YEAR FINANCIAL RESULTS


























*Q4 revenue of $1.3 billion increased 3.2% on an as-reported basis, or

6.6% in constant currency; full-year revenue was $4.6 billion, flat on

an as-reported basis, down 1.8% in constant currency


*Q4 GAAP EPS attributable to Diebold Nixdorf was a loss of $1.62, or a

loss of $0.08 per share on a non-GAAP basis; full-year GAAP EPS

attributable to Diebold Nixdorf was a loss of $7.48, or loss of $1.03 on

a non-GAAP basis


*Net loss for Q4 was $127.5 million; adjusted EBITDA in Q4 was $126.7

million, an increase of 20.9% from the prior year quarter


*Net cash provided by operating activities was $268.0 million in Q4 and a

use of $104.1 million for the full year; free cash flow was $250.0

million in Q4 and a use of cash of $162.6 million for the full year


*DN Now initiatives and stable market demand drive improved financial

outlook for 2019








NORTH CANTON, Ohio - Diebold Nixdorf, Incorporated (NYSE: DBD), a world
leader in enabling connected commerce, today reported its 2018 fourth
quarter and full-year financial results.

"The company delivered solid fourth quarter results, as we"ve built
momentum globally in executing our DN Now transformation plans," said
Gerrard Schmid, president and chief executive officer, Diebold Nixdorf.
"Revenue growth was underpinned by strength in Americas Banking and Retail.
I am especially pleased with our ability to generate higher profits as we
begin to realize the benefits of our DN Now initiatives. Adjusted EBITDA in
the quarter increased nearly 21 percent, and the associated margin improved
by 140 basis points from the prior year quarter. In addition, we generated
strong free cash flow of $250 million due to better profitability, improved
inventory management and solid collections. This represents the strongest
profit and cash flow performance the company has delivered since the
combination of Diebold and Wincor Nixdorf."

Jeffrey Rutherford, senior vice president and chief financial officer,
said, "We have defined, executable plans that are designed to create longterm,
sustainable value. These plans include significant cost reductions
and improved net working capital as we realize increased benefits from our
global scale. As a result, we are increasing our three-year savings target
from $250 million to $400 million. Our DN Now actions are designed to yield
returns on invested capital in the mid-teens and produce free cash flow
that will reduce our ratio of net debt to trailing 12-months adjusted
EBITDA to less than three times by 2021."

Schmid concluded, "We are executing on several initiatives to improve our
cost structure, intensify customer focus by evolving our connected commerce
solutions and significantly improve our financial position. We are
confident these plans will improve our financial performance for 2019 and
beyond."

Business Highlights






















*Grew orders in the fourth quarter by double digits from the previous

year, driven by growing demand for Windows 10 automated teller machine

(ATM) upgrades, cash recycling, software and point-of-sale technology


*Banking business wins highlighted by multi-million dollar contracts with

Banco do Brasil, NCB in Saudi Arabia, Banco do Oro in the Philippines,

Banco Azteca in Mexico and a major regional bank in the United States


*Won large retail agreements with China Duty Free Group and other major

retailers in Germany, the United Kingdom, France and Poland


*Achieved major service contract renewals during the quarter; including

multi-year service agreements with BBVA Bancomer in Mexico, Sparkasse

Hannover and a major discount supermarket chain in Germany








1 of 10



















*Generated significant cash flow in the quarter from working capital

improvements, which included approximately $142 million from better

inventory management and about $70 million from collections. The

company"s focus on streamlining its product portfolio and harvesting

inventory also resulted in a one-time, non-cash inventory charge of

approximately $71 million in the quarter


*Strengthened the company"s leadership team with the appointments of Jeff

Rutherford as chief financial officer, Hermann Wimmer to lead the Retail

business and Julian Sparkes to head IT and digital operations








Financial Results of Operations and Segments and Lines of Business
Disaggregation of Revenue Summary by Reportable Segments and Lines of
Business

Three months ended December 31, 2018 compared to December 31, 2017







































































































































(Dollars in2018
2017
%Change %Change in
millions)




CC(1)
Segments and







Lines of







Business







Eurasia







Banking







Services$239.7$267.2(10.3)(6.4)
Products
197.1
202.2(2.5)1.1
Software
56.5
61.4(8.0)(4.6)
Total Eurasia
493.3
530.8(7.1)(3.3)
Banking
















Americas







Banking







Services
234.3
240.7(2.7)(1.2)
Products
160.8
128.225.4
28.1
Software
33.8
28.020.7
23.8
Total Americas
428.9
396.98.1
10.0
Banking
















Retail







Services
132.6
130.11.9
5.8
Products
183.2
142.828.3
33.0
Software
51.8
49.35.1
9.7
Total Retail
367.6
322.214.1
18.5









Total net$1,289.8$1,249.93.2
6.6
sales




































(1) - The company calculates constant currency by translating the prioryear
period results at the 2018 exchange rate.

Year ended December 31, 2018 compared to December 31, 2017











































































































































(Dollars in2018
2017%
Change %Change in
millions)




CC(1)
Segments and







Lines of







Business







Eurasia







Banking







Services$941.9$967.0(2.6)(4.7)
Products
648.8
729.2(11.0)(12.9)
Software
209.5
207.21.1
(1.2)
Total Eurasia
1,800.2
1,903.4(5.4)(7.4)
Banking
















Americas







Banking







Services
941.0
970.4(3.0)(2.0)
Products
453.1
451.30.4
2.2
Software
121.6
103.917.0
19.7
Total
1,515.7
1,525.6(0.6)0.7
Americas







Banking
















Retail







Services
493.3
459.97.3
4.6
Products
595.6
554.97.3
3.7
Software
173.8
165.55.0
3.0
Total Retail
1,262.7
1,180.37.0
3.9









Total net$4,578.6$4,609.3(0.7)(1.8)
sales




































(1) -The company calculates constant currency by translating the prior-year
period results at the 2018 exchange rate.

2 of 10


Full-year 2019 Outlook (continuing operations)1






















2019 Outlook
Total Revenue$4.4 billion - $4.5 billion
Adjusted EBITDA$380 million - $420 million
Net cash provided by operating~ $80 million
activities
Capital expenditures~ ($80 million)
Free cash flow/(use)Break even








1 - With respect to the company"s non-GAAP adjusted EBITDA outlook for
2019, it is not providing a reconciliation to the most directly comparable
GAAP financial measure because it is unable to predict with reasonable
certainty those items that may affect such measures calculated and
presented in accordance with GAAP without unreasonable effort. These
measures primarily exclude the future impact of restructuring actions and
net non-routine items. These reconciling items are uncertain, depend on
various factors and could significantly impact, either individually or in
the aggregate, net income calculated and presented in accordance with GAAP.
Please see "Use of Non-GAAP Financial Measures" for additional information
regarding our use of non-GAAP financial measures.

Overview Presentation and Conference Call
More information on Diebold Nixdorf"s quarterly earnings is available on
Diebold Nixdorf"s Investor Relations website. Gerrard Schmid, president and
chief executive officer, and Jeffrey Rutherford, senior vice president and
chief financial officer, will discuss the company"s financial performance
during a conference call today at 8:30 a.m. (ET). Both the presentation and
access to the call / webcast are available at www.dieboldnixdorf.com/
earnings . The replay of the webcast can be accessed on the web site for up
to three months after the call.

About Diebold Nixdorf

Diebold Nixdorf, Incorporated (NYSE: DBD) is a world leader in enabling
connected commerce. We automate, digitize and transform the way people bank
and shop. Our integrated solutions connect digital and physical channels
conveniently, securely and efficiently for millions of consumers every day.
As an innovation partner for nearly all of the world"s top 100 financial
institutions and a majority of the top 25 global retailers, Diebold Nixdorf
delivers unparalleled services and technology that power the daily
operations and consumer experience of banks and retailers around the world.
The company has a presence in more than 100 countries with approximately
23,000 employees worldwide. Visit www.DieboldNixdorf.com for more
information.

Non-GAAP Financial Measures and Other Information
To supplement our condensed consolidated financial statements presented in
accordance with GAAP, the company considers certain financial measures that
are not prepared in accordance with GAAP, including non-GAAP results,
adjusted diluted earnings per share, free cash flow/(use), net investment/
(debt), EBITDA, adjusted EBITDA, non-GAAP effective tax rate and constant
currency results. The company calculates constant currency by translating
the prior year results at the current year exchange rate. The company uses
these non-GAAP financial measures, in addition to GAAP financial measures,
to evaluate our operating and financial performance and to compare such
performance to that of prior periods and to the performance of our
competitors. Also, the company uses these non-GAAP financial measures in
making operational and financial decisions and in establishing operational
goals. The company also believes providing these non-GAAP financial
measures to investors, as a supplement to GAAP financial measures, helps
investors evaluate our operating and financial performance and trends in
our business, consistent with how management evaluates such performance and
trends. The company also believes these non-GAAP financial measures may be
useful to investors in comparing its performance to the performance of
other companies, although its non-GAAP financial measures are specific to
the company and the non-GAAP financial measures of other companies may not
be calculated in the same manner. We provide EBITDA and Adjusted EBITDA
because we believe that investors and securities analysts will find EBITDA
and adjusted EBITDA to be useful measures for evaluating our operating
performance and comparing our operating performance with that of similar
companies that have different capital structures and for evaluating our
ability to meet our future debt service, capital expenditures and working
capital requirements. We are also providing EBITDA and adjusted EBITDA in
light of our credit agreement and 8.5% senior notes due 2024. For more
information, please refer to the section, "Notes for Non-GAAP Measures."

3 of 10


Forward-Looking Statements

This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including
statements regarding anticipated adjusted revenue growth, adjusted internal
revenue growth, adjusted diluted earnings per share and adjusted earnings
per share growth. Statements can generally be identified as forward looking
because they include words such as "believes," "anticipates," "expects,"
"could," "should" or words of similar meaning. Statements that describe the
company"s future plans, objectives or goals are also forward-looking
statements. Forward-looking statements are subject to assumptions, risks
and uncertainties that may cause actual results to differ materially from
those contemplated by such forward-looking statements. The factors that may
affect the company"s results include, among others: the ultimate impact of
the domination and profit and loss transfer agreement with Diebold Nixdorf
AG ("DPLTA") and the outcome of the appraisal proceedings initiated in
connection with the implementation of the DPLTA; the ultimate outcome and
results of integrating the operations of the company and Diebold Nixdorf
AG; the ultimate outcome of the company"s pricing, operating and tax
strategies applied to Diebold Nixdorf AG and the ultimate ability to
realize cost reductions and synergies; the company"s ability to
successfully operate its strategic alliances in China; the changes in
political, economic or other factors such as interest rates, currency
exchange rates, inflation rates, recessionary or expansive trends, taxes
and regulations and laws affecting the worldwide business in each of the
company"s operations, including the impact of the Tax Act; the company"s
reliance on suppliers and any potential disruption to the company"s global
supply chain; changes in the company"s relationships with customers,
suppliers, distributors and/or partners in its business ventures; the
impact of market and economic conditions on the financial services and
retail industries; the capacity of the company"s technology to keep pace
with a rapidly evolving marketplace; pricing and other actions by
competitors; the effect of legislative and regulatory actions in the United
States and internationally; the company"s ability to comply with government
regulations; the impact of a security breach or operational failure on the
company"s business; the company"s ability to successfully integrate
acquisitions into its operations; the company"s ability to achieve benefits
from its cost-reduction initiatives and other strategic initiatives, such
as DN Now, including its planned restructuring actions, as well as its
business process outsourcing initiative; unanticipated litigation, claims
or assessments, as well as the outcome/impact of any current/pending
litigation, claims or assessments; the company"s success in divesting,
reorganizing or exiting non-core and/or non-accretive businesses; 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
ability to maintain effective internal controls; the company"s ability to
comply with covenants contained in the agreements governing its debt; the
investment performance of the company"s pension plan assets, which could
require the company to increase its pension contributions, and significant
changes in healthcare costs, including those that may result from
government action; the amount and timing of repurchases of the company"s
common shares, if any; and other factors included in the company"s filings
with the SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2017 and in other documents that the company files with the
SEC. You should consider these factors carefully in evaluating forwardlooking
statements and are cautioned not to place undue reliance on such
statements. The company assumes no obligation to update any forward-looking
statements, which speak only to the date of this release.

4 of 10


DIEBOLD NIXDORF, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(IN MILLIONS EXCEPT EARNINGS PER SHARE)














































































































































































































































































































































































































Q42018
Q42017(1)
YTD

YTD
12/31/2








12/31/2018

017(1)
Net sales











Services$726.
$749.
$2,78
$2,78


9

3

9.5

5.3
Products
562.9

500.6

1,789.1

1,824.0
Total
1,289.8

1,249.9

4,578.6

4,609.3
Cost of











sales











Services
565.2

553.7

2,164.3

2,110.1
Products
516.8

410.1

1,523.4

1,499.4
Total
1,082.0

963.8

3,687.7

3,609.5
Gross
207.8

286.1

890.9

999.8
profit











Gross
16.1%
22.9%
19.5%
21.7%
margin











Operating











expenses











Selling and
221.6

241.0

885.6

933.7
administra-











tive











expense











Research,
38.5

41.1

157.4

155.5
development











and











engineering











expense











Impairment
-

-

217.5

3.1
of











assets(2)











(Gain) loss
0.1

3.5

(6.7)
1.0
on sale of











assets, net











Total
260.2

285.6

1,253.8

1,093.3
Percent of
20.2%
22.8%
27.4%
23.7%
net sales











Operating
(52.4)
0.5

(362.9)
(93.5)
profit











(loss)











Operating
(4.1)
-%
(7.9)
(2.0)
margin

%




%

%
Other











income











(expense)











Interest
1.1

4.5

8.7

20.3
income











Interest
(55.3)
(26.6)
(154.9)
(117.3)
expense











Foreign
(0.2)
0.6

(2.5)
(3.9)
exchange











gain











(loss), net











Miscellaneo
0.3

0.1

(4.0)
2.5
us, net











Total other
(54.1)
(21.4)
(152.7)
(98.4)
income











(expense),











net











Income
(106.5)
(20.9)
(515.6)
(191.9)
(loss)











before











taxes











Income tax
2.6

88.8

37.2

28.3
expense











(benefit)











Equity in
(18.4)
7.0

(13.2)
6.3
earnings











(loss) of











unconsolid-











ated











subsidiarie











s, net











Net income
(127.5)
(102.7)
(566.0)
(213.9)
(loss)











Net income
(3.9)
7.4

2.7

27.6
attributab-











le to











noncontrol-











ling











interests,











net of tax











Net income$(123)$(110)$(568)$(241)
(loss)
.6

.1

.7

.5
attributab-











le to











Diebold











Nixdorf,











Incorporat-











ed
























Basic
76.1

75.5

76.0

75.5
weighted-











average











shares











outstanding











Diluted
76.1

75.5

76.0

75.5
weighted-











average











shares











outstanding
























Net income











(loss)











attributab-











le to











Diebold











Nixdorf,











Incorporat-











ed











Basic$(1.6)$(1.4)$(7.4)$(3.2)
earnings
2

6

8

0
(loss) per











share











Diluted$(1.6)$(1.4)$(7.4)$(3.2)
earnings
2

6

8

0
(loss) per











share
























Cash$-
$0.10
$0.10
$0.40
dividends











declared











and paid











per share





















































(1) The company corrected an immaterial error related to cost of sales and
its related tax effect in the comparable periods as presented.
(2) The company corrected an immaterial error in impairment of assets
related to the goodwill impairment recorded in the second and third
quarters of 2018.

5 of 10


DIEBOLD NIXDORF, INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(IN MILLIONS)























































































































12/31/2018
12/31/2017(1)





ASSETS



Current assets



Cash and cash equivalents$353.1$535.2
Restricted cash
105.3
8.0
Short-term investments
33.5
81.4
Trade receivables, less allowances for
737.2
827.9
doubtful accounts



Inventories
610.1
714.5
Other current assets
364.2
313.2
Total current assets
2,203.4
2,480.2





Securities and other investments
22.4
96.8
Property, plant and equipment, net
304.1
364.5
Goodwill
827.1
1,117.1
Customer relationships, net
533.1
633.3
Intangible assets, net
91.5
140.5
Other assets
330.3
389.6
Total assets$4,311.9$5,222.0





LIABILITIES, REDEEMABLE NONCONTROLLING



INTERESTS AND EQUITY



Current liabilities



Notes payable$49.5$66.7
Accounts payable
509.5
562.2
Deferred revenue
378.2
436.5
Other current liabilities
631.2
730.3
Total current liabilities
1,568.4
1,795.7





Long-term debt
2,190.0
1,787.1
Long-term liabilities
582.7
664.8





Redeemable noncontrolling interests
130.4
492.1





Total Diebold Nixdorf, Incorporated
(186.4 )
445.5
shareholders" equity



Noncontrolling interests
26.8
36.8
Total equity
(159.6 )
482.3
Total liabilities, redeemable$4,311.9$5,222.0
noncontrolling interests and equity




















(1) The company corrected an immaterial error related to trade receivables,
less allowances for doubtful accounts; inventories; deferred costs,
included in other current assets; deferred revenue; related tax effects,
included in other assets and other current liabilities and the change in
the statement of operations which are included in total Diebold Nixdorf,
Incorporated shareholders" equity in the comparable period as presented.

6 of 10


DIEBOLD NIXDORF, INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(IN MILLIONS)

















































































































































































































YTD12/31/2018
YTD12/31/2017(1)
Cash flow from





operating activities





Net income (loss)$(566.0)$(213.9)
Adjustments to





reconcile net income





(loss) to cash





provided (used) by





operating activities:





Depreciation and
258.7

252.2
amortization





Impairment of assets
217.5

3.1
Deferred income taxes
(59.6)
16.6
Inventory charge
74.5

4.2
Other
27.0

37.4







Cash flow from changes





in certain assets and





liabilities, net of





the effects of





acquisitions





Trade receivables
51.0

23.9
Inventories
(5.1)
21.8
Accounts payable
(34.5)
(6.3)
Income taxes
(1.7)
(38.7)
Deferred revenue
(42.4)
26.0
Warranty liability
(33.1)
(34.2)
Certain other assets
9.6

(55.0)
and liabilities





Net cash provided
(104.1)
37.1
(used) by operating





activities












Cash flow from





investing activities





Capital expenditures
(58.5)
(69.4)
Payments for
(5.9)
(5.6)
acquisitions, net of





cash acquired





Net investment
117.6

(33.6)
activity





Increase in certain
(18.8)
(12.2)
other assets





Net cash provided
34.4

(120.8)
(used) by investing





activities












Cash flow from





financing activities





Dividends paid
(7.7)
(30.6)
Net debt borrowings
398.8

(10.8)
Distributions and
(377.2)
(17.6)
payments to





noncontrolling





interest holders





Issuance of common
-

0.3
shares





Repurchase of common
(3.0)
(5.0)
shares





Net cash provided
10.9

(63.7)
(used) by financing





activities












Effect of exchange
(18.7)
37.9
rate changes on cash












Increase (decrease) in
(77.5)
(109.5)
cash, cash equivalents





and restricted cash





Less: Cash included in
7.3

-
assets held for sale





at end of year





Cash, cash equivalents
543.2

652.7
and restricted cash at





the beginning of the





year





Cash, cash equivalents$458.4
$543.2
and restricted cash at





the end of the year





Cash paid for income$64.9
$78.2
taxes




























(1) The company corrected an immaterial error related to net income (loss);
trade receivables; inventories and deferred costs, included in certain
other assets and liabilities in the comparable period as presented.

7 of 10


Notes for Non-GAAP Measures

To supplement our condensed consolidated financial statements presented in
accordance with GAAP, the company considers certain financial measures that
are not prepared in accordance with GAAP, including non-GAAP results,
adjusted diluted earnings per share, EBITDA and Adjusted EBITDA, free cash
flow/(use) and net investment/(debt). The tables below have been updated to
reflect the immaterial error corrections noted in the condensed
consolidated statements of operations, condensed consolidated statements of
balance sheets and condensed consolidated statements of cash flows where
appropriate.









1.Profit/loss summary (Dollars in millions):

































































































































































Q4 2018

Q4 2017




Rev

Gross Profit

% of Sales
OPEX
OP
%
of Sales

Rev

Gross Profit

% of Sales
OPEX
OP
%
of Sales

GAAP results

$1,289.8
$ 207.8

16.1%$
260.2
$
(52.4)(4.1
)%$
1,249.9
$
286.1
22.9
% $285.6
$ 0.5

- %

Restructuring

-

18.1

(2.5)
20.6

-

(3.2)
(7.9)
4.7

Non-routine




income/expense:

Legal/consulting and deal expense

-

-

(12.2)
12.2

-

-

-

-

Acquisition integration

-

0.6

(6.6)
7.2

-

1.7

(15.6)
17.3

Wincor Nixdorf purchase accountingadjustments
-

3.4

(21.2)
24.6

-

7.2

(21.9)
29.1

Inventory charge

-

70.5

-

70.5

-

1.0

-

1.0

Other

-

(2.2)
(2.6)
0.4

-

0.3

(5.8)
6.1

Non-routine expenses, net

-

72.3

(42.6)
114.9

-

10.2

(43.3)
53.5

Non-GAAP results

$1,289.8
$ 298.2

23.1%$
215.1
$
83.1
6.4
%$
1,249.9
$
293.1
23.4
% $234.4
$ 58.7

4.7 %



















































































































































































YTD 12/31/2018

YTD 12/31/2017




Rev

Gross Profit

% of Sales
OPEX
OP
%
of Sales

Rev

Gross Profit

% of Sales
OPEX
OP
%
of Sales

GAAP results

$4,578.6
$ 890.9

19.5%$
1,253.8
$
(362.9)(7.9
)%$
4,609.3
$
999.8
21.7
% $
1,093.3
$ (93.5
)
(2.0)%
Restructuring

-

28.6

(36.4)
65.0

-

29.2

(20.2)
49.4

Non-routine

income/expense:

Impairment

-

-

(217.5)
217.5

-

-

(3.1)
3.1

Legal/consulting and deal expense

-

-

(15.1)
15.1

-

0.6

(15.5)
16.1

Acquisition integration

-

3.8

(43.4)
47.2

-

4.4

(67.7)
72.1

Wincor Nixdorf purchase accountingadjustments
-

24.3

(89.1)
113.4

30.4

75.9

(85.0)
160.9

Inventory charge

-

74.5

-

74.5

-

4.2

-

4.2

Other

-

(5.3)
2.2

(7.5)
-

2.1

(5.8)
7.9

Non-routine expenses, net

-

97.3

(362.9)
460.2

30.4

87.2

(177.1)
264.3

Non-GAAP results

$4,578.6
$1,016.8
22.2%$
854.5
$
162.3
3.5
%$
4,639.7
$
1,116.2
24.1
% $896.0
$ 220.2

4.7 %












Restructuring expenses relate to the business transformation plan focused
on driving connected commerce, finance, sales and operational excellence,
business integration and global workforce alignment. Non-routine income/
expense relate to non-cash impairments associated with goodwill and legacy
Diebold software. Legal, consulting and deal expenses primarily related to
the mark-to-mark impact on Wincor Nixdorf stock options and fees paid by
the company in connection with ongoing obligations related to prior
regulatory settlements, including the cost of acquisition, integration and
divestiture expenses. The acquisition integration expenses primarily relate
to the integration of Wincor Nixdorf, which was acquired in August 2016.
The Wincor Nixdorf purchase accounting adjustments relate to the valuation
of deferred revenue, inventory and intangible asset charges as management
believes that this is useful information to investors by highlighting the
impact of the acquisition of Wincor Nixdorf on the company"s operations.
The inventory charge relates to the company"s re-assessment of primarily
finished goods and service parts due to contract cancellations and excess
and obsolete inventory due to streamlining the company"s product portfolio
and optimizing its manufacturing footprint. Other includes the gain on the
sale of buildings, certain non-cash balance sheet adjustments in Canada and
Hong Kong, amounts related to the Brazil indirect tax matter and executive
severance related to the CEO and CFO.

8 of 10


2. Reconciliation of GAAP net income (loss) to EBITDA and Adjusted EBITDA
measures (Dollars in millions):

















































































































































Q42018Q42017YTD
YTD






12/31/2018
12/31/2017
Net income$(127.5 )$(102.7 )$(566.0 )$(213.9 )
(loss)







Income tax
2.6
88.8
37.2
28.3
expense







(benefit)







Interest
(1.1 )
(4.5 )
(8.7 )
(20.3 )
income







Interest
55.3
26.6
154.9
117.3
expense







Depreciation
58.9
64.3
245.0
242.0
and







amortization







EBITDA
(11.8 )
72.5
(137.6 )
153.4
Share-based
9.4
10.8
36.6
33.9
compensation







Foreign
0.2
(0.6 )
2.5
3.9
exchange







(gain) loss,







net







Miscellaneous,
(0.3 )
(0.1 )
4.0
(2.5 )
net







Equity in
18.4
(7.0 )
13.2
(6.3 )
(earnings)







loss of







unconsolidated







subsidiaries,







net







Restructuring
20.6
4.7
65.0
49.4
expenses







Non-routine
90.2
24.5
347.0
135.9
expenses, net







Adjusted$126.7$104.8$330.7$367.7
EBITDA







Adjusted
9.8 %
8.4 %
7.2 %
8.0 %
EBITDA margin




































We define EBITDA as net income (loss) excluding income tax benefit, net
interest, and depreciation and amortization expense. As defined in the
company"s credit agreement, Adjusted EBITDA is EBITDA before the effect of
the following items: share-based compensation, foreign exchange (gain) loss
net, miscellaneous net, equity in (earnings) loss of unconsolidated
subsidiaries, net, restructuring expenses and non-routine expenses net, as
outlined in Note 1 of the non-GAAP measures. In order to remain comparable
to the U.S. GAAP depreciation and amortization measures and avoid
duplication, the company reclassified $24.7 and $29.0, respectively, from
non-routine expenses, net to the depreciation and amortization caption in
the Adjusted EBITDA reconciliation for the three month periods ended
December 31, 2018 and 2017, respectively, and $113.2 and $128.4 for the
years ended December 31, 2018 and 2017, respectively. Deferred financing
fees amortization is included in interest expense and GAAP depreciation and
amortization; to avoid duplication, deferred financing fees amortization of
$5.1 and $2.5 for the three months ended December 31, 2018 and 2017,
respectively, and $13.7 and $10.2 for the years ended December 31, 2018 and
2017, respectively, were removed from the depreciation and amortization
caption. This represents the reconciliation between the amounts presented
in note 1 and Adjusted EBITDA. Miscellaneous, net primarily consists of
company-owned life insurance contracts. These are non-GAAP financial
measurements used by management to enhance the understanding of our
operating results. EBITDA and Adjusted EBITDA are key measures we use to
evaluate our operational performance. We provide EBITDA and Adjusted EBITDA
because we believe that investors and securities analysts will find EBITDA
and Adjusted EBITDA to be useful measures for evaluating our operating
performance and comparing our operating performance with that of similar
companies that have different capital structures and for evaluating our
ability to meet our future debt service, capital expenditures, and working
capital requirements. However, EBITDA and Adjusted EBITDA should not be
considered as alternatives to net income as a measure of operating results
or as alternatives to cash flows from operating activities as a measure of
liquidity in accordance with GAAP.

3. Reconciliation of diluted GAAP EPS to non-GAAP EPS from continuing
operations measures:














































































































































Q42018Q42017YTD
YTD






12/31/2018
12/31/2017
Total diluted EPS$(1.62 )$(1.46 )$(7.48 )$(3.20 )
attributable to







Diebold Nixdorf,







Incorporated







(GAAP measure)







Restructuring
0.27
0.06
0.85
0.65
Non-routine







(income)/expense:







Impairment
-
-
2.86
0.04
Legal/consulting
0.16
-
0.20
0.25
and deal expense







Acquisition
0.09
0.23
0.62
0.95
integration







Wincor Nixdorf
0.32
0.38
1.49
2.11
purchase







accounting







adjustments







Inventory charge
0.93
0.01
0.98
0.06
Equity in
0.24
-
0.24
-
(earnings) loss







of unconsolidated







subsidiaries, net







Other
0.01
0.10
(0.08 )
0.13
Total non-routine
1.75
0.72
6.31 -
3.54
(income)/expense







U.S. tax law
(0.22 )
1.25
0.40
1.25
impact







Tax impact
(0.26 )
(0.18 )
(1.11 )
(1.14 )
(inclusive of







allocation of







discrete tax







items)







Total diluted$(0.08 )$0.39$(1.03 )$1.10
adjusted EPS







(non-GAAP







measure)




































9 of 10


Restructuring expenses relate to the business transformation plan focused
on driving connected commerce, finance, sales and operational excellence,
business integration and global workforce alignment. Non-routine income/
expense relate to non-cash impairments associated with goodwill and legacy
Diebold software. Legal, consulting and deal expenses primarily related to
the mark-to-mark impact on Wincor Nixdorf stock options and fees paid by
the company in connection with ongoing obligations related to prior
regulatory settlements, including the cost of acquisition, integration and
divestiture expenses. The acquisition integration expenses primarily relate
to the integration of Wincor Nixdorf, which was acquired in August 2016.
The Wincor Nixdorf purchase accounting adjustments relate to the valuation
of deferred revenue, inventory and intangible asset charges as management
believes that this is useful information to investors by highlighting the
impact of the acquisition of Wincor Nixdorf on the company"s operations.
The inventory charge relates to the company"s re-assessment of primarily
finished goods and service parts due to contract cancellations and excess
and obsolete inventory due to streamlining the company"s product portfolio
and optimizing its manufacturing footprint. Exit activities related to the
Aisino strategic alliance in China are included in equity in (earnings)
loss of unconsolidated subsidiaries. Other includes the gain on the sale of
buildings, certain non-cash balance sheet adjustments in Canada and Hong
Kong, amounts related to the Brazil indirect tax matter, and executive
severance related to the CEO and CFO.

4. Free cash flow/(use) is calculated as follows (Dollars in millions):
















































































Q42018Q42017YTD
YTD






12/31/201812/31/2017
Net cash$268.0$272.4$(104.1 )$37.1
provided by







operating







activities







(GAAP







measure)







Capital
(18.0 )
(27.7 )
(58.5 )
(69.4 )
expenditures







(GAAP







measure)







Free cash$250.0$244.7$(162.6 )$(32.3 )
flow/(use)







(non-GAAP







measure)




































We define free cash flow (use) as net cash used by operating activities
less capital expenditures. We consider free cash flow (use) to be a
liquidity measure that provides useful information to management and
investors about the amount of cash generated by the business that, after
the purchase of property and equipment, can be used for debt servicing,
strategic opportunities, including investing in the business, making
strategic acquisitions, strengthening the balance sheet and paying
dividends.

5. Net debt is calculated as follows (Dollars in millions):




















































12/31/2018

12/31/2017
Cash, cash equivalents, restricted$491.9
$624.6
cash and short-term investments





(GAAP measure)





Debt instruments
(2,239.5)
(1,853.8)
Net debt (non-GAAP measure)$(1,747.6)$(1,229.2)























The company"s management believes that given the significant cash, cash
equivalents and other investments on its balance sheet that net cash
against outstanding debt is a meaningful net debt calculation. More than
90% of the company"s cash, cash equivalents, restricted cash and short-term
investments reside in international tax jurisdictions for all periods
presented.

###

PR/19_3934

10 of 10















13.02.2019 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de













Language: English
Company: Diebold Nixdorf, Incorporated

5995 Mayfair Road

44720 North Canton, OH

United States
Internet: www.dieboldnixdorf.com





 
End of News DGAP News Service





775467  13.02.2019 



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