| 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 25.07.2019 / 13:37 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): July 25, 2019 Diebold Nixdorf, Incorporated (Exact name of registrant as specified in its charter) _________________________________________________
Registrant's telephone number, including area code: (330) 490-4000 Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ 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)) Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The Company announced in the news release announcing its results for the second quarter of 2019 that it has initiated a formal process to amend and extend its senior secured revolving and term loan debt that matures in December 2020. A copy of the presentation provided to lenders in connection with the process is attached hereto as Exhibit 99.1 and is incorporated by reference. The information in this Item 7.01 shall not be deemed fixed for purposes of Section 18 of the Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statements or other documents pursuant to the Securities Act.
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, Inc. Lender Presentation July 25, 2019
Use of non-GAAP Financial Information To supplement our condensed consolidated financial statements presented in accordance with GAAP, the company considers certain financial measures that are not prepared in accordance with GAAP, including non-GAAP results, adjusted diluted earnings per share, free cash flow/(use), net debt, EBITDA, adjusted EBITDA and constant currency results. The company calculates constant currency by translating the prior year results at the current year exchange rate. The company uses these non-GAAP financial measures, in addition to GAAP financial measures, to evaluate our operating and financial performance and to compare such performance to that of prior periods and to the performance of our competitors. Also, the company uses these non-GAAP financial measures in making operational and financial decisions and in establishing operational goals. The company also believes providing these non-GAAP financial measures to investors, as a supplement to GAAP financial measures, helps investors evaluate our operating and financial performance and trends in our business, consistent with how management evaluates such performance and trends. The company also believes these non-GAAP financial measures may be useful to investors in comparing its performance to the performance of other companies, although its non-GAAP financial measures are specific to the company and the non-GAAP financial measures of other companies may not be calculated in the same manner. We provide EBITDA and Adjusted EBITDA because we believe that investors and securities analysts will find EBITDA and adjusted EBITDA to be useful measures for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures and working capital requirements. We are also providing EBITDA and adjusted EBITDA in light of our credit agreement and the issuance of our 8.5% senior notes due 2024. 1 | DIEBOLD NIXDORF
Forward-looking Statements This document 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 appraisal proceedings initiated in connection with the implementation of the domination and profit and loss transfer agreement with Diebold Nixdorf AG and the merger squeeze-out of the remaining shareholders of Diebold Nixdorf AG; the ultimate outcome and results of integrating the operations of the company and Diebold Nixdorf AG; the ultimate outcome and results of integrating the operations of the company and former Diebold Nixdorf AG; 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; 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, including any additional deterioration and disruption in the financial and service markets which could reduce our customer base and/or adversely affect our customers' ability to make capital expenditures, as well as adversely impact the availability and cost of credit; the acceptance of the Company's product and technology introductions in the marketplace; the capacity of the company's technology to keep pace with a rapidly evolving marketplace; competitive pressures, including pricing pressures and technological developments; the effect of legislative and regulatory actions; 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 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 debt covenants; the investment performance of the company's pension plan assets 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; the company's ability to successfully amend and extend any or a portion of its senior secured revolving credit facility and term loan debt that matures in 2020; 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, 2018 and in other documents that the company files with the SEC. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. The company assumes no obligation to update any forward-looking statements, which speak only to the date of this document. 2 | DIEBOLD NIXDORF
Agenda & Today's Speakers Introduction & Transaction Overview John Fiore Managing Director, J.P. Morgan Investment Highlights Gerrard Schmid CEO, Diebold Nixdorf DN Now Transformation Gerrard Schmid CEO, Diebold Nixdorf FinancialOverview Jeff Rutherford CFO, Diebold Nixdorf Q&A 3 | DIEBOLD NIXDORF
Situation Overview and Request from Lenders _ Diebold Nixdorf, Inc. ('Diebold' or the 'Company') is seeking an amendment and tenor extension for its existing $500M revolver ('RC') and $287M Term Loan A ('TLA') due December 2020 to April 2022 (~16 months) _ Offer for extending RC and TLA lenders o ~10% prepayment / commitment reduction on extended RC and TLA o Increased RC drawn pricing of L+425 bps and upfront fees of 25 bps on extended amounts (prior to commitment reduction) o Increased TLA pricing of L+475 bps and 99.00 OID _ The Company is also seeking new money Term Loan A commitments o The new money TLA will be used to repay extending lenders and maintain Diebold's existing liquidity to execute on its further operational and strategic initiatives o The new money TLA will be fungible with the extended TLA tranche (L+475 bps and 99.00 OID) _ Amendment consent fees: 12.5 bps on existing TLA-1 and USD and EUR TLBs o RC and TLA lenders who decline to extend will remain in the existing RC and TLA until December 2020 and will retain existing pricing along with no pay-down or economics _ Commitments and consents are due by 5:00pm ET Friday, August 2 nd with closing to occur the following week 4 | DIEBOLD NIXDORF
Transaction Overview
Sources & Uses and Pro Forma Capitalization, 80% extension ($ in millions) Sources Amount ($M) Uses Amount ($M) Extended $360M Revolver due 2022 $92 Refinance Revolver due 2020 $92 Extended $207M Term Loan A due 2022 207 Refinance Term Loan A due 2020 230 Incremental Term Loan A due 2022 1 73 Cash to balance sheet 40 Estimated fees & expenses 10 Total Sources $372 Total Uses $372 ($M) As of 6/30/19 xEBITDA 2 Adjustments Pro forma xEBITDA 2 Cash & cash equivalents and short-term investments $273 $40 $313 $500M Revolving Credit Facility due December 2020 115 (115) - $287M Term Loan A due December 2020 287 (287) - $100M non-extended Revolving Credit Facility due December 2020 23 23 $57M non-extended Term Loan A due December 2020 57 57 $360M extended Revolving Credit Facility due April 2022 92 92 $207M extended Term Loan A due April 2022 207 207 $73M incremental Term Loan A due April 2022 1 73 73 Term Loan A-1 due August 2022 634 634 USD Term Loan B due March 2023 415 415 EUR Term Loan B due March 2023 412 412 Total Secured Debt $1,863 4.8x $1,913 4.9x 8.50% Senior unsecured notes due April 2024 400 400 Other debt 18 18 Total Debt 3 $2,281 5.9x $2,331 6.0x Total Net Debt 3 $2,008 5.2x $2,018 5.2x Market equity as of 7/23/19 769 769 Total Capitalization $3,050 7.8x $3,100 8.0x TTM adjusted EBITDA as of 6/30/19 $389 $389 1 Incremental Term Loan A represents new money need/raised in connection with transaction; will be included in/fungible with extended TLA due 2022 2 Trailing twelve month adjusted EBITDA 3 Principal value of debt (excludes ~$65M of unamortized deal fees) 6 | DIEBOLD NIXDORF
Sources & Uses and Pro Forma Capitalization, 100% extension ($ in millions) Sources Amount ($M) Uses Amount ($M) Extended $450M Revolver due 2022 $115 Refinance Revolver due 2020 $115 Extended $258M Term Loan A due 2022 258 Refinance Term Loan A due 2020 287 Incremental Term Loan A due 2022 1 89 Cash to balance sheet 50 Estimated fees & expenses 10 Total Sources $462 Total Uses $462 ($M) As of 6/30/19 xEBITDA 2 Adjustments Pro forma xEBITDA 2 Cash & cash equivalents and short-term investments $273 $50 $323 $500M Revolving Credit Facility due December 2020 115 (115) - $287M Term Loan A due December 2020 287 (287) - $450M extended Revolving Credit Facility due April 2022 115 115 $258M extended Term Loan A due April 2022 258 258 $89M incremental Term Loan A due April 2022 1 89 89 Term Loan A-1 due August 2022 634 634 USD Term Loan B due March 2023 415 415 EUR Term Loan B due March 2023 412 412 Total Secured Debt $1,863 4.8x $1,923 4.9x 8.50% Senior unsecured notes due April 2024 400 400 Other debt 18 18 Total Debt 3 $2,281 5.9x $2,341 6.0x Total Net Debt 3 $2,008 5.2x $2,018 5.2x Market equity as of 7/23/19 769 769 Total Capitalization $3,050 7.8x $3,110 8.0x TTM adjusted EBITDA as of 6/30/19 $389 $389 1 Incremental Term Loan A represents new money need/raised in connection with transaction; will be included in/fungible with extended TLA due 2022 2 Trailing twelve month adjusted EBITDA 3 Principal value of debt (excludes ~$65M of unamortized deal fees) 7 | DIEBOLD NIXDORF
Summary of existing and proposed terms and conditions Summary existing terms and conditions Proposed amendment provisions Borrower Diebold Nixdorf, Incorporated Guarantors Substantially all existing and future material domestic subsidiaries Same as existing Lead Arranger / Admin. Agent JPMorgan Chase Bank, N.A. Facility Issuance amt. Outstanding Drawn margin Facility Issuance amt. Outstanding Drawn margin Revolver $500 $115 L + 225.0bps Revolver $450 1 $115 1 See below TLAs $480 $287 L + 225.0bps TLAs $347 1 $347 1 See below Facilities / Tranche sizes (mm) TLA-1 $650 $634 L + 925.0bps TLA-1 Same as existing TLB (USD) $475 $415 L + 275.0bps TLB (USD) Same as existing TLB(EUR) EUR415 EUR362 E + 300.0bps TLB(EUR) Same as existing _ RC / TLA: ~1.6 years remaining / December 23, 2020 _ RC / TLA: ~2.75 years remaining / April 30, 2022 Tenor / Maturity _ TLA-1: ~3.1 years remaining / August 31, 2022 _ TLA-1: same as existing / August 31, 2022 _ USD TLB / EUR TLB: ~4.2 years remaining / November 6, 2023 _ USD TLB / EUR TLB: same as existing / November 6, 2023 _ TLA: no remaining amortization Amortization _ TLA-1: 2.5% p.a., balance at maturity Same as existing _ USD / EUR TLB: 1.0% p.a., balance at maturity Secured by a first priority security interest in substantially all tangible and intangible assets (including Security capital stock of subsidiaries) of the Borrower and the Guarantors, including 65% of the total voting stock of each first tier foreign subsidiary subject to certain exceptions _ 100% of net cash proceeds from asset sales and certain debt offerings Same as existing _ 100% of mandatory prepayments related to asset sales subject to PF Total Net Leverage ratio of Mandatory Prepayments 2.5x _ 50% ECF sweep, with step-downs to 25% and 0% at Total Net Leverage levels of 3.25x and 2.75x, respectively 2020 Pricing Schedule 2022 Pricing Schedule Level Total Net Leverage Ratio Commitment Fee Fully Drawn Pricing Level Total Net Leverage Ratio Commitment Fee Fully Drawn RC Pricing Fully Drawn TLA Pricing I > 3.75x 35.0bps L + 225.0bps I > 3.75x 50.0 L + 425.0bps L + 475.0bps II > 3.00x but < 3.75x 30.0bps L +200.0bps II > 3.00x but < 3.75x 30.0 L+ 200.0bps L + 200.0bps III > 2.25x but < 3.00x 25.0bps L + 175.0bps III > 2.25x but < 3.00x 25.0 L+ 175.0bps L + 175.0bps RC/TLA pricing IV > 1.50x but < 2.25x 20.0bps L + 150.0bps IV > 1.50x but < 2.25x 20.0 L + 150.0bps L + 150.0bps V > 0.75x but < 1.50x 17.5bps L + 137.5bps V > 0.75x but < 1.50x 17.5 L + 137.5bps L + 137.5bps VI < 0.75x 15.0bps L + 125.0bps VI < 0.75x 15.0 L +125.0bps L + 125.0bps _ Lenders receive an Amendment Fee Rate equal to 1.25% p.a. with respect to funded RC, Swing _ For extended tranches, 2022 Pricing Schedule applies Loans, LCs and TLAs and 0.15% p.a. with respect to undrawn RC commitments _ Pricing held at Level 1 until delivery of June 30, 2020 financial statements _ Amendment Fee Rate is payable for quarterly periods when Total Net Leverage is > 3.75x _ For non-extended tranches, no changes (2020 Pricing Schedule applies) _ RC reduced to $500mm ($20mm permanent commitment reduction) Conditions precedent _ Optional prepayment of the TLA in an amount equal to $130mm _ ~10% commitment reduction on extended RC and TLA _ $100mm ratable repurchase of TLB for TLB lenders that consent at 99% of par _ RC / TLA / TLA-1 - Maximum Total Net Leverage Ratio of 7.00x starting at 6/30/18 stepping down Financial Covenants 2 to 6.50x on 6/30/20, stepping down to 6.25x on 12/31/20, stepping down to 6.00x on 6/30/21, (RC / TLA / TLA-1 only, TLB stepping down to 5.75x on 12/31/21 and thereafter Same as existing covenant-lite) _ RC / TLA / TLA-1 - Minimum Interest Coverage Ratio of 1.375x starting at 6/30/18 stepping up to 1.50x on 12/31/20, stepping up to 1.625x on 12/31/21 and thereafter Other _ Other amendment terms as laid out in draft documentation including modifications to incur additional Term Loan A 1 Assumes 100% extension; 2 Financial covenants spring back to the levels in the existing credit agreement if certain other baskets are utilized beyond a certain level. 8 | DIEBOLD NIXDORF
Existing and Pro Forma Debt Maturity Schedules ($ in millions) $813 $792 $604 385 $400 115 594 schedule 287 $44 $26 Existing maturity maturity Existing 2019 2020 2021 2022 2023 2024 2025 80% extension 100% extension $1,244 $1,401 73 89 268 335 $792 92 115 $792 594 $400 594 $400 schedule $183 77 $44 $26 207 $44$26 $26 258 57 23 Pro Forma maturity Pro Forma maturity 2019 2020 2021 2022 2023 2024 2025 2019 2020 2021 2022 2023 2024 2025 Undrawn Revolving Credit Facility 1 Drawn Revolving Credit Facility 1 Term Loan A & DDTLA Term Loan A-1 EUR & USD Term Loan B Senior Notes 1 Drawn and undrawn capacity does not account for Letters of Credit outstanding under the Revolver 9 | DIEBOLD NIXDORF Incremental Term Other Uncommitted Debt
Timeline July 2019 August 2019 SMTWTFSSMTWTFS 1 2 3 4 5 6 1 2 3 7 8 9 10 11 12 13 4 5 6 7 8 9 10 Key transaction date 14 15 16 17 18 19 20 11 12 13 14 15 16 17 Bank holiday 21 22 23 24 25 26 27 18 19 20 21 22 23 24 28 29 30 31 25 26 27 28 29 30 31 Date Event _ Diebold Nixdorf reports Q2 2019 earnings July 25, 2019 _ Launch transaction to public-side lenders August 2, 2019 _ Commitments and lender consents due by 5:00pm ET August 5, 2019 _ Allocate incremental Term Loan A August 6, 2019 _ Closing and effectiveness 10 | DIEBOLD NIXDORF
Key Investment Highlights
DN and Connected Commerce We are shaping the future of banking and shopping experiences Digital + Physical Always-On Operational Insightful & Personalized More than Excellence Experiences Omnichannel Single Function to DIY to Transactions to Microcosm to Seamless Journeys XaaS Connections Ecosystem Banking Retail * Branch Transformation * Checkout Automation * Mobile Banking * Store Lifecycle Management * Cash Cycle Management * Consumer Engagement & Loyalty Solutions * End-to-End Security * Digital Innovations * Consumer Centric Experiences * Storevolution 12 | DIEBOLD NIXDORF
Investment Highlights 1 Industry leader in Connected Commerce - #1 ATM footprint globally and #1 retail footprint in Europe 2 Critical partner in a key customer delivery channel for financial institutions and retail enterprises 3 Stable revenue outlook underpinned by recurring services/software business, solid backlog and launch of industry-leading ATMs (DN Series) 4 Targeting net leverage below 3.0x by end of 2021 5 Concrete DN Now levers are driving meaningful growth in profitability and free cash flow 13 | DIEBOLD NIXDORF
1 The Global Leader in Connected Commerce Largest global ATM installed #1 ATM multivendor monitoring #2 in European retail software #1 retail footprint in Europe 4 base 1 with 31% market share 1,2 software 3 license sales 5 AMERICAS RETAIL EURASIA BANKING BANKING 11% Software ~33 % ~28 % ~39 % 52% Products of revenue of revenue of revenue 37% Services 1) Retail Banking Research (RBR) 2018, ATM Software Market - ibase 2017 2) RBR 2018, based on Global ATM Market and Forecasts to 2023 5) Global POS Software - POS software licenses iBase for General Merchandise mid-2018 3) RBR 2017, Global ATM market and forecasts to 2022 - ibase 2016 6) Annual revenue for the twelve months ended December 31, 2018 4) RBR 2018, based on Global ePOS and SCO 7) Segment revenue percentages are based on the twelve months ended December 31, 2018 14 | DIEBOLD NIXDORF
2 ATMs are a Critical Customer Delivery Channel for Banks DN Banking Customers Market Drivers CONTINUED DEMAND FOR AUTOMATION IN THE EXPANDING THE FINANCIAL PHYSICAL CURRENCY BRANCH TRANSACTION SET INCLUSION _ Cash and checks underpin _ Automated deposit ATM _ Cardless cash withdrawals _ Expanding financial ~$17 trillion of global shipments increased from increased from 38% to services to approximately transactions annually 49% to 56% of total ATMs 43% in 2018 1.7 billion adults who do _ Approximately 43 billion US shipped worldwide in 2018 not have a bank account dollars and 23 billion euro notes in circulation _ Both US dollars and euros are growing at 4% - 6% CAGR DN is at the forefront of providing innovative solutions to financial institutions Sources: Visa Inc. investor presentation, U.S. Federal Reserve and Statistical Data Warehouse, RBR analysis * for 32 major ATM markets; World Bank-Global Findex Database 15 | DIEBOLD NIXDORF
total ATM application software* 2 Key Partner to Financial Institutions Banking - Business at a Glance Ranked Resolving on the Serving nearly all #6 2018 >10M Financial of the customer calls #1 Insights each year in ATMs top 100 FinTech Ranking 3 installed Financial Institutions globally 1 Globally ~$3.3 >10,000 ~31% #1 Service Global market 2 ATM multivendor Technicians share for billion in annual revenue 4 monitoring ATMs software 5 Recent Wins 1) Retail Banking Research (RBR) 2018, ATM Software Market - ibase 2017 5) RBR 2017, Global ATM market and forecasts to 2022 - ibase 2016 2) RBR 2018, based on Global ATM Market and Forecasts to 2023 3) Financial Insights 2018 FinTech Rankings 4) As of December 31, 2018 16 | DIEBOLD NIXDORF
2 Retailers Are Investing to Meet Changing Customer Demands DN Customers Market Drivers CONSUMER CONTINUED PERSONALIZATION AND CONNECTED CONNECTEDNESS HAS IMPORTANCE OF THE CUSTOMER EXPERIENCE COMMERCE ALTERED EXPECTATIONS PHYSICAL STORE Consumers use of mobile Physical stores are relevant ~51% of retailers plan to ~86% of retailers are phones 1 while in stores: in ~90% of global increase spending on investing in fulfillment ~58% for product research transactions 2 customer engagement / across all channels 4 ~54% for price comparisons ~58% of retailers plan to personalization 3 67% of retailers plan to ~40% for coupons increase spending on store increase spend on security 5 ~33% for retailer specific design/layout 2 app DN is at the forefront of providing innovative solutions to retailers 1) Retail Dive Consumer Survey, fielded by Google Survey 2) Edge PlanetRetail RNG; 3) RIS/IHL 16 th Annual Store Experience Study 17 | DIEBOLD NIXDORF 4) Zebra: Reinventing Supply Chain 5) 2018 Thales Data Threat Report
2 Key Partner to Retail Enterprises Retail - Business at a Glance Over 24 Store Lifecycle of Top 25 1M MANAGEMENT 10 of 10 retailers EPOS Global Fortune 500 systems Unique global in Europe offering petroleum companies are our installed are Diebold Nixdorf customers worldwide #2 #2 customers #1 in Europe in in Retail Systems ~$1.3 1 retail software in Europe license sales 2 billion in annual revenue 3 Recent Wins 1) Retail Banking Research 2018, based on Global ePOS and SCO 3) As of December 31, 2018 2) Global POS Software - POS software licenses iBase for General Merchandise mid-2018 18 | DIEBOLD NIXDORF
3 Strong Recurring Revenue ATM Service Contract Base 1 (in thousands) TTM Service Renewal Rates 2,3 >95% Modest 625 626 622 Growth Q4-18 Q1-19 Q2-19 2021 Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 2021 Target Target Line of sight on 2/3 rd of revenue at Leading global services offering start of fiscal year supports > 95% renewal rate Key expectations Key expectations _ Modest increases in the Americas & EMEA, _ Improved service levels achieved through modest decreases in Asia Services Modernization Plan _ Further differentiate services offering via _ Greater focus on deal review processes Services Modernization Plan, DN Series and _ DN Series uses advanced sensor technology AllConnect Data Engine (IoT) and machine learning to improve uptime 1) Contract base for cash-based products under second line maintenance or managed service contract 2) Calculated as total contract value (US$) of successful service renewals divided by total contract value (US$) of contracts up for renewal 19 | DIEBOLD NIXDORF 3) Trailing 12-month calculation
3 Industry Leading Software Portfolio Enables Competitive Moat Diebold Nixdorf software powers financial and retail institutions globally The industry's first end-to-end connected commerce software portfolio VYNAMIC VYNAMIC VYNAMIC VYNAMIC VYNAMIC VYNAMIC DIGITAL CONNECTION TRANSACTION OPERATIONS ENGAGEMENT ANALYTICS Open, future proof POINTS ENGINE End-to-end support Personalization and Actionable retail and banking World leading self- Automation tools for your network customization tools intelligence from solutions for the service application to converge multichannel data modern era software channels 20 | DIEBOLD NIXDORF
4 Committed to Deleveraging 5.3x Accomplishments _ Suspended quarterly dividends ~ 4.5x _ Services Modernization Plan - increased Service GM% for four consecutive quarters 1 _ New operating model - exited ~1,500 associates 2 _ Closed manufacturing facilities, exited Venezuela and < 3.0x CIT-Retail business in Europe _ Divested two non-core businesses Net Leverage Net _ Streamlined ATM configurations by 30% _ Announced office closures in Europe and Asia _ Assigned ownership for across-the-board reductions in 3rd party spend 2018A 2019E 2021E _ Streamlined certain finance functions Adj. EBITDA _ Reduced discretionary IT projects and spending on legacy $320M $400M - $420M ~12% margin apps, global telecom spend and US storage costs _ Improved net working capital as a percent of trailing twelve month revenue from 22.8% to 17.7% YoY in Q2-19 Future Actions _ Continue execution of DN Now initiatives and harvesting 1) Net debt to trailing 12-months adjusted EBITDA 2) From program inception through June 30, 2019 net working capital _ Other non-core divestitures expected in coming quarters 21 | DIEBOLD NIXDORF
5 Outlook for 2019 & Targets for 2021 2019 Outlook 1 Revenue ~$4.5 billion Expectations for modest positive free cash flow 3,4 (in millions) Adjusted EBITDA 3 $400 - $420 million Adjusted EBITDA 1 mid-point $410 Net interest expense ($190) Net working capital $100 Adjusted EBITDA margin 1,3 ~9% Restructuring cash outflows ($120) Integration expense $0 Capital expenditures ($70) Cash taxes ($60) Other ($40) 2021 Targets 2 Annual revenue growth 2% - 4% Free cash flow 3 >$200 million Operating profit margin 3 ~9% Leverage ratio 3,5 < 3 times Adjusted EBITDA margin 3 ~12% ROIC 3,6 mid-teens 1) As of July 25, 2019 2) As of February 13, 2019 3) non-GAAP metric 4) Key expectations represent approximate amounts for 2019 5) Net debt to trailing 12-months adjusted EBITDA 6) Return on invested capital (ROIC) is defined as tax-affected non-GAAP operating profit divided by invested capital 22 | DIEBOLD NIXDORF
DN Now Transformation
DN Now Transformation _ Committed management team: experienced team with broad operational expertise to drive results from DN Now transformation plans - DN continues to attract and retain strong leaders _ Refreshing the Board: new members aligned with company strategy, challenges and opportunities _ Seven of the twelve Directors have been added in the past 18 months; eleven of the twelve Directors are independent _ Chairman Gary Greenfield brings a strong background in company transformations _ Revenue stability: led by YoY cc growth in Americas Banking and Retail _ Commitment to deleveraging: suspended dividends, increasing earnings, harvesting working capital, and divesting non-core assets _ DN Now transformation: executing 14 initiatives designed to drive improved profitability and cash flow. Achieving meaningful savings in 1H-19 24 | DIEBOLD NIXDORF
DN Leadership Team Established industry veterans with deep experience and customer trust Gerrard Schmid President and Chief Executive Officer RETAIL AND BANKING SEGMENTS PRODUCT AND SERVICES GROUPS ENABLEMENT FUNCTIONS Octavio Marquez Neil Emerson Hermann Wimmer Ulrich Näher Alan Kerr Olaf Heyden Jeffrey Rutherford David Caldwell Jon Leiken Banking Banking Retail Systems Software and Services Finance Strategy & Corporate Legal Americas Eurasia Globa l Revenue Development Joined Diebold Nixdorf in the last 18 months Julian Sparks Beth Patrick Digital / IT Human 25 | DIEBOLD NIXDORF Resources
Actions to Deliver ~$400M Gross Savings by end of 2021 Gross Savings 1 ($ in millions) Implementation Stage A Streamlined operating model: $150 $400 _ Global workforce aligned with demand DN Now gross savings increased _ More agile decision-making to $400M per February 13, 2019 _ More efficient processes earnings release B Services modernization program: _ Upgrading customer touchpoints $50 _ Automating incident reporting and response _ Standardizing processes $70 C Simplify product portfolio: _ ~30% fewer ATM models $130 _ Shorter lead times and reduced platform complexity _ Optimizing manufacturing footprint _ Launching new DN Series - next generation of banking solutions D Further reduction of G&A spend: _ Leveraging shared services and automation for finance Operating Model Services Simplify Product Further Reduction DN Now Cost _ Optimizing legacy IT platforms and leveraging scale Modernization Plan Portfolio of G&A spend Savings _ Rationalizing third party spend via procurement analytics A B C D _ Consolidating office space and a more agile work environment 26 | DIEBOLD NIXDORF 1) All numbers are approximate
A Operating Model to Generate ~$130M Savings 1,2 New Customer-Centric Model * Began implementing in September, 2018 * Agreements reached with several European Works Councils * Incents more agile decision-making & collaboration CUSTOMERS * Workforce alignment benefits realized in Q4-18 and 1H-19 EURASIA AMERICAS RETAIL BANKING BANKING SOFTWARE PRODUCTS SERVICES CENTERS OF EXCELLENCE MARKETING | CUSTOMER SOLUTIONS | SALES EXCELLENCE | PROCESS FINANCE | HR | STRATEGY | LEGAL 1) Expected annual cost savings of ~$130M savings through the year 2021 2) Savings target as of February 13, 2019 27 | DIEBOLD NIXDORF
B Services Modernization Plan Implementing a globally-consistent approach to Service delivery and management Actions Services Gross Margin 1 +490 bps 28% - 29% 26.0% 25.0% 24.7% 23.4% Accomplishments _ Upgraded >20K customer touchpoints 21.1% _ Connecting terminals AllConnect Data Engine _ Value-based pricing based on age of ATMs _ Improving service levels _ Service Gross Margin expansion of ~490 bps YoY Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 2021 Target 1) non-GAAP 28 | DIEBOLD NIXDORF
C Simplify Product Portfolio and Launch DN Series TM Simplify Product Portfolio Launch DN Series _ Reducing legacy terminals to streamline _ Improving ATM performance using advanced sensor technology, machine learning, and connecting terminals to the DN AllConnect Data Engine TM the supply chain and shorten lead times _ Automating cash management via next generation cash recycling technology _ Integrating DN Vynamic TM software , interfaces with mobile devices & supports biometrics 30% reduction _ Streamlining supply chain - modular/upgradeable design 40 _ Higher note capacity, processing power, & improved security in a smaller footprint _ Increasing flexibility for personalization and branding 28 Pilots underway with 18 customers < 10 Number of of Terminals Number 2018 2019E Future - DN Series _ Optimizing manufacturing footprint _ Consolidation of sub-scale facilities _ Shifting production to lower cost locations 29 | DIEBOLD NIXDORF
C AllConnect Data Engine - A New Dimension in ATM Services AllConnect Data Engine Approach A data-driven system that integrates big data, machine learning and advanced analytics When fully utilized, AllConnect Data Engine has the potential to reduce call rates by ~20% Locate Part Dispatch, Fault Locate Tech Visit, Gained Availability Monitoring Smart Diagnostics Repair Prescribe Action Out-of-Service In-Service Traditional Approach Traditional Reactive Operator 1st Line 2nd Line Troubleshoot & Escalate 1st Visit 2nd Visit Fix Monitoring Alert Notifies Intervention Intervention Request Part In- Out-of-Service Service 30 | DIEBOLD NIXDORF
D Further Reduction of SG&A Expenses Focus areas * Finance - leveraging shared services and making greater use of automation * Information Technology - optimizing legacy platforms and leveraging scale * Procurement - applying global spend analytics to consolidate and reduce third party spend * Real Estate - consolidating under-utilized offices and evolving to a more agile work environment Trailing 12 months Selling, General & Administrative Expense 1 $800 20.0% SG&A Expense ($M) SG&A as % of Revenue 19.0% $750 $722 $711 18.0% $699 $693 $700 $682 17.0% 15.9% 15.7% $650 15.3% 15.2% 16.0% 14.9% 15.0% $600 13% - 14% 14.0% $550 13.0% $500 12.0% Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 2021 1) non-GAAP Target 31 | DIEBOLD NIXDORF
Improving Net Working Capital Receivables Inventory Payables * Centralized collections governance * Clearer accountability for inventory * Implemented 'no PO, no pay' * Increased visibility and escalation of management * Bi-monthly supplier payments past due accounts * Targets established and regular * Better enforcement of supplier terms * Improved coordination with management review * Centralizing indirect spend and term salesforce for account reviews * Improved governance - all finished negotiations goods are linked to firm orders Net Working Capital as a percent of TTM Revenue 1,2 Q2-19 YoY improvements due to 24.0% 24.0% 22.8% _ Improved inventory management _ Reduced spend 18.3% 19.1% 17.7% Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 1) Net working capital equals the sum of the balance sheet balances for trade receivables and inventories less accounts payable 32 | DIEBOLD NIXDORF 2) Trailing 12-month (TTM) calculated GAAP revenue
Initiatives, Timeline & Savings Target of ~$400 Million 2018A 2019E 2021E Streamline the operating model EXPECTED BENEFITS 1 Simplify product portfolio & manufacturing footprint ~$400M gross Implement services modernization plan savings Further reduction of SG&A expenses including global spend analytics & targets ~$100M Improve net working capital source of cash in 2019 Proceeds to Divesting non-core businesses be used to reduce debt 1) Cost reductions through the year 2021 33 | DIEBOLD NIXDORF
Financial Overview
Q2-19 Highlights Orders +5% YoY cc Revenue of $1.15B Adjusted EBITDA 1 of $107M Free Cash Use 1 of $16M _ Americas Banking orders were * Revenue growth of 8% YoY in cc * Gross profit 1 improved by $54M in-line with year-ago period; excluding significant foreign YoY with significant margin continued growth in Windows currency headwinds expansion from all segments & 10 activity business lines _ Americas Banking growth of _ Eurasia Banking orders +14% YoY cc led by products * Operating profit 1 increased $69M increased led by activity in YoY mainly due to DN Now _ Eurasia Banking +4% YoY cc Europe, Middle East and Africa primarily due to product growth * Adjusted EBITDA 1 expanded _ Retail increased meaningfully in Europe, Middle East & Africa $66M YoY mainly due to DN Now due to accelerating self- _ Retail growth of +6% YoY cc * Free cash use 1 improved 87% checkout unit growth and from products and software YoY, or $109M, due to improved software profitability and inventory management 1) non-GAAP 35 | DIEBOLD NIXDORF
Revenue by Business Line ($ in millions) Q2 2018 and Q2 2019 1H 2018 and 1H 2019 +6% cc +8% cc $2,170 $2,178 $1,106 $1,150 $242 $222 $114 -2% cc $123 -3% cc $742 $470 +20% cc $846 $389 +25% cc $1,186 -2% cc $1,110 $594 -1% cc $566 Q2-18 Q2-19 1H-18 1H-19 10% 11% 10% 11% 51% 49% 55% 54% 34% 39% 35% 41% Software Products Services Software Products Services 36 | DIEBOLD NIXDORF Note: Differences may occur due to rounding.
Q2-19 Profitability non-GAAP Gross Profit Gross Margin Operating Expense Op Ex as a % of Revenue +390 bps -200 bps $281 24.4% $221 $207 $Millions 20.0% $227 20.5% $Millions 18.0% Q2-18 Q2-19 Q2-18 Q2-19 Q2-18 Q2-19 Q2-18 Q2-19 Operating Profit Operating Margin Adj. EBITDA Adj. EBITDA Margin +590 bps +560 bps $74 $107 $Millions 6.4% 9.3% $Millions $5 0.5% $41 3.7% Q2-18 Q2-19 Q2-18 Q2-19 Q2-18 Q2-19 Q2-18 Q2-19 37 | DIEBOLD NIXDORF Note: Differences may occur due to rounding.
Free Cash Flow Improvements _ In Q2-19, free cash use decreased by Free Cash Flow $109M YoY to a use of $16M 2018 2019 + Higher adjusted EBITDA + Net working capital improvements + Lower integration payments ‒ Higher restructuring payments $250 ‒ Higher interest expense $ Millions $ _ In Q2-19, Unlevered cash flow was +$34M ($16) ($72) _ For 1H-19, free cash use decreased by ($125) ($125) $200M YoY ($163) _ For the trailing 12 months ended June 30, 2019 free cash flow was +$37M Q1Q2 Q3 Q4 Note: Free cash flow is a non-GAAP financial measure defined as net cash provided by (used in) operations less capital expenditures. Differences may occur due to rounding. 38 | DIEBOLD NIXDORF
Liquidity and Capital Structure Capital Structure / Net Debt Debt Maturity Schedule $ Millions Dec 31, 2018 Jun 30, 2019 $1,000 Cash, cash equivalents, restricted cash & $492 $273 other ST investments (GAAP Measure) $750 Debt Instruments ($2,240) ($2,216) $287 Term Loan A3 Millions Net Debt (non-GAAP measure) ($1,748) ($1,943) $500 Undrawn revolver 1 $347 $357 $500 Revolver 3 $250 Net Debt to TTM adjusted EBITDA 2 ~5.5x ~5.0x $0 2019 2020 2021 2022 2023 2024 1) Includes ~$28M of letters of credit issued under the revolver 2) Net Debt to trailing 12-month calculated adjusted EBITDA 3) The company is initiating a process to amend and extend the Term Loan A and the Revolver. Both loans are currently scheduled to mature in December of 2020 39 | DIEBOLD NIXDORF
2019 Outlook 2019E Key expectations 2 + Growth in Americas Banking and Retail Total revenue - Decline in Eurasia Banking reflecting stability in EMEA and YoY declines in Asia ~$4.5B - Headwinds from foreign currency - Modest impact from divestitures + $175M savings from DN Now initiatives Adjusted EBITDA 1 $400 - $420M - $60M inflation & normalized compensation net of expected benefits from ~9% margin near-term divestitures - $25M of non-recurring benefits 3 Adjusted EBITDA 1 mid-point $410 Net interest expense ($190) Free cash flow 1 Modest Positive Net working capital $100 Restructuring cash outflows ($120) Integration expense $0 Capital expenditures ($70) Cash taxes ($60) Other ($40) 1) non-GAAP metrics 2) Key expectations represent approximate YoY changes versus Diebold Nixdorf 2018 results 3) Year-over-year changes to mark-to-market accounting and as well as bonus reversal benefits in 2018 40 | DIEBOLD NIXDORF
Q&A
Appendix
Q2-19 Segment Highlights Revenue ($M) Operating Profit 1 ($M) * YoY increase driven by +4% cc * Increased 4% YoY in cc excluding ~5% - Bidding discipline, mix and unfavorable currency impact manufacturing efficiencies benefit * Strong products growth in EMEA partially gross product margins $438 $430 offset by declines in Asia Pacific $39 - Services modernization plan is * Software down primarily from divestitures benefitting gross services margins $18 * Services down slightly in EMEA - DN Now initiatives reduce op expense Eurasia Banking - Currency headwind of $2M Q2-18 Q2-19 Q2-18 Q2-19 +14% cc * YoY increase due to * Up +14% YoY in cc excluding ~1% - Product revenue growth, gross margin unfavorable currency impact expansion and reduced freight costs $33 $371 $420 * Strong product growth YoY driven by - Services modernization plan is Windows 10 upgrades and recycling benefitting gross services margins * Services and software down slightly YoY ($3) - DN Now initiatives lower operating expense Americas Americas Banking Q2-18 Q2-19 Q2-18 Q2-19 +6% cc * Increased 6% YoY in cc excluding ~6% * YoY increase from unfavorable currency impact - Services modernization plan is * Products growth primarily in Europe benefitting gross services margins $298 $300 * Services up slightly YoY inclusive of $16 - Increasing software gross margin Retail divestiture headwinds - Increasing product revenue $6 * Software modest growth YoY - Currency headwind of $1M Q2-18 Q2-19 Q2-18 Q2-19 43 | DIEBOLD NIXDORF FX impact 1) Non-GAAP
1H-19 Segment Highlights Revenue ($M) Operating Profit 1 ($M) * Unchanged YoY in constant currency * YoY increase driven by 0% cc excluding ~7% currency headwind - Bidding discipline and manufacturing efficiencies benefit gross product * Strong products growth in EMEA, margins partially offset by declines in Asia Pacific $873 $813 $72 - Services modernization program * Software down primarily from divested benefits gross services margins business YoY $38 - DN Now initiatives reduce op expense Eurasia Banking * Services down slightly YoY - Currency headwind of ~$7M YoY 1H-18 1H-19 1H-18 1H-19 +13% cc * Increased ~13% YoY in constant * YoY increase due to currency excluding ~1% unfavorable - Improving product revenue and gross impact from currency margins due to mix and reduced freight costs * Strong product growth YoY driven by $704 $783 Windows 10 upgrades and recycling $51 - Services modernization program benefit to gross services margins * Software growth from higher product $2 - DN Now initiatives lower op expense volume Americas Americas Banking 1H-18 1H-19 1H-18 1H-19 * Services down slightly YoY +5% cc * Increased 5% YoY in constant currency * YoY increase due to excluding ~7% unfavorable currency - Increased product revenue impact - Services modernization program * Products growth led by Europe benefit to gross services margins $593 $583 $24 - Increasing software gross margin Retail * Services down slightly YoY due to $16 divestitures - DN Now initiatives reduce op expense - Currency headwind ~$3M YoY 1H-18 1H-19 * Software flat YoY 1H-18 1H-19 44 | DIEBOLD NIXDORF FX impact 1) Non-GAAP
Income Tax Items ~$60M projected cash tax primarily from non U.S. subsidiaries Projected $60M of Cash Taxes for 2019 Main Drivers of GAAP ETR Main Drivers of Non-GAAP ETR * Cash income taxes are paid at * US GAAP effective tax rate is an * Non-GAAP effective tax rate is built off individual legal entities expense on a projected loss primarily of the GAAP rate and includes the * Net operating losses at certain legal due to the following drivers: following: entities can not be utilized to offset pre- _ The impacts of collapsing the _ Restructuring and net non-routine tax income in profitable entities Company's Barbados structure in items are recorded at a mid-20% * ~$50M relates to projected pre-tax Q1, which were required by lenders blended rate income from profitable foreign legal in conjunction with the Term Loan _ The Company recorded the entities A-1 capital raise Barbados collapse as a non-GAAP * ~$10M relates to impacts of the US tax _ Projected full year tax expense tax expense non-routine item in Q1 reform, timing of creditable withholding associated with the US tax reform and related changes in estimate have been consistently reflected in taxes and prior year taxes paid in 2019 _ Other items including uncertain tax the Q2 results positions and the deductibility of certain expenditures related to our non-core divestiture activities 45 | DIEBOLD NIXDORF
Adjusted EBITDA Reconciliation GAAP to non-GAAP $Millions Q1 2017 Q2 2017 Q3 2017 Q4 2017 FY 2017 Q1 2018 Q2 2018 Q3 2018 Q4 2018 FY 2018 Q1 2019 Q2 2019 Revenue (GAAP) $1,103 $1,134 $1,123 $1,250 $4,609 $1,064 $1,106 $1,119 $1, 290 $4,579 $1,028 $1,150 Net income (loss) ($55) ($24) ($33) ($103) ($214) ($66) ($128) ($245) ($128) ( $566) ($132) ($55) Income tax (benefit) expense (23) (37) (1) 89 28 19 (30) 45 3 37 60 9 Interest income (6) (5) (4) (5) (20) (4) (2) (2) (1) (9) (3) (2) Interest expense 31 32 28 27 117 26 28 45 55 155 51 50 Depreciation & amortization 1 56 55 66 64 242 62 58 58 57 234 53 52 EBITDA $3 $22 $56 $73 $153 $38 ($73) ($99) ($14) ($148) $30 $54 Share-based compensation 7 8 8 11 34 14 7 7 9 37 9 5 Foreign exchange gain (loss), net 3 5 (3) (1) 4 1 3 (2) 0 2 (3) 5 Miscellaneous, net (2) 0 1 (0) (1) 0 3 2 (0) 4 1 0 Equity in earnings (loss) of unconsolidated subsidiaries, net 0 (2) 0 (7) (8) (1) (1) (3) 18 13 0 0 Restructuring and DN Now transformation expenses 13 14 17 5 49 4 2 38 21 65 15 25 Non-routine expenses, net 2 47 23 41 24 136 6 100 150 90 347 12 17 Adjusted EBITDA $72 $70 $121 $105 $368 $62 $41 $93 $124 $320 $65 $107 Adjusted EBITDA % GAAP revenue 6.5% 6.2% 10.8% 8.4% 8.0% 5.8% 3.7% 8.3% 9.6% 7.0% 6.3% 9.3% Trailing 12-month Adjusted EBITDA Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Revenue (GAAP) $4,571 $4,542 $4,539 $4,579 $4,543 $4,587 Adjusted EBITDA outlook for 2019 of Net income (loss) ($225) ($329) ($541) ($566) ($632) ($559) $400 million - $420 million Income tax (benefit) expense 71 77 123 37 78 117 Interest income (17) (14) (12) (9) (8) (8) With respect to the company's non-GAAP adjusted EBITDA outlook for 2019, it is not Interest expense 113 109 126 155 180 201 providing a reconciliation to the most directly comparable GAAP financial measure Depreciation & amortization 1 248 251 242 234 226 220 because it is unable to predict with reasonable certainty those items that may affect EBITDA $188 $93 ($61) ($148) ($156) ($29) Share-based compensation 41 39 38 37 32 30 such measures calculated and presented in accordance with GAAP without Foreign exchange gain (loss), net 2 1 2 2 (2) 0 unreasonable effort. These measures primarily exclude the future impact of Miscellaneous, net 1 4 4 4 5 3 restructuring actions and net non-routine items. These reconciling items are Equity in earnings (loss) of unconsolidated uncertain, depend on various factors and could significantly impact, either subsidiaries, net (10) (9) (12) 13 15 16 individually or in the aggregate, net income calculated and presented in accordance Restructuring and DN Now transformation expenses 40 28 49 65 76 99 with GAAP. Please see 'Use of Non-GAAP Financial Measures' for additional Non-routine expenses, net 2 95 172 281 347 353 269 information regarding our use of non-GAAP financial measures. Adjusted EBITDA $358 $329 $301 $320 $323 $389 Adjusted EBITDA % GAAP revenue 7.8% 7.2% 6.6% 7.0% 7.1% 8.5% 1) Deferred financing fees have been removed from depreciation and amortization. 46 | DIEBOLD NIXDORF 2) Net non-routine expenses excludes the Wincor Nixdorf purchase accounting adjustments, which are included in depreciation and amortization. Note: Differences may occur due to rounding.
SG&A Expense Reconciliation GAAP to non-GAAP $Millions Q1-17 Q2-17 Q3-17 Q4-17 2017 Q1-18 Q2-18 Q3-18 Q4-18 2018 Q1-19 Q2-19 Revenue (GAAP) $1,103 $1,134 $1,123 $1,250 $4,609 $1,064 $1,106 $1,119 $1,290 $4,579 $1,028 $1,150 Total SG&A (GAAP) $247 $237 $209 $241 $934 $228 $220 $216 $222 $886 $228 $222 Restructuring and DN Now Transformation Expenses 8 2 3 8 21 1 3 29 0 33 14 23 Non-Routine Expenses 49 40 44 43 175 38 36 35 44 153 33 29 Total Restructuring, DN Now Transformation & Non-Routine Expenses 58 42 46 51 197 40 39 64 44 187 47 52 Total SG&A (non-GAAP) $189 $195 $163 $190 $737 $188 $181 $152 $178 $699 $182 $170 non-GAAP SG&A % GAAP revenue 17.2% 17.2% 14.5% 15.2% 16.0% 17.7% 16.3% 13.6% 13.8% 15.3% 17.7% 14.8% TTM 1 SG&A Expense Reconciliation Q1-18 Q2-18 Q3-18 Q4-18 Q1-19 Q2-19 Revenue (GAAP) $4,571 $4,542 $4,539 $4,579 $4,543 $4,587 Total SG&A (GAAP) $915 $898 $905 $886 $886 $888 Restructuring and DN Now Transformation Expenses 14 15 41 33 46 65 Non-Routine Expenses 165 161 153 153 148 141 Total Restructuring, DN Now Transformation & Non-Routine Expenses 179 176 194 187 194 207 Total SG&A (non-GAAP) $736 $722 $711 $699 $693 $682 non-GAAP SG&A % GAAP revenue 16.1% 15.9% 15.7% 15.3% 15.2% 14.9% 1) Trailing 12-month 47 | DIEBOLD NIXDORF Note: Differences may occur due to rounding
Operating Profit - Segment View $Millions Q1-18 Q2-18 Q3-18 Q4-18 2018 Q1-19 Q2-19 Eurasia Banking 20 18 44 68 150 34 39 Americas Banking 5 (3) 2 14 17 18 33 Retail 10 6 18 13 47 8 16 Total Operational Segments $35 $20 $64 $95 $214 $60 $87 Corporate (17) (15) (8) (12) (52) (33) (13) Restructuring and DN Now Transformation Expenses (4) (2) (38) (21) (65) 7 11 Non-Routine Expenses (37) (130) (178) (115) (460) (59) (77) Total Restructuring, DN Now Transformation & Non-Routine Expenses (41) (132) (217) (135) (525) (52) (67) Total Diebold Nixdorf (GAAP) ($24) ($127) ($160) ($52) ($363) ($24) $7 48 | DIEBOLD NIXDORF Note: Differences may occur due to rounding.
Q2 2019 Profit & Loss Statement Reconciliation GAAP to non-GAAP ($Millions) Restructuring and Wincor Nixdorf DN Now Divestitures purchase Other 2019 % of Net transformation Legal / deal and fixed Acq. accounting Inventory non-routine 2019 % of Net (GAAP) Sales expenses expense asset sale integration adjustments provision inc/exp (non-GAAP) Sales Services 566.0 49.2% - - - - - - - 566.0 49.2% Products 470.1 40.9% - - - - - - - 470.1 40.9% Software 114.0 9.9% - - - - - - - 114.0 9.9% Total Revenue 1,150.2 100.0% - - - - - - - 1,150.2 100.0% Services 144.2 25.5% 0.6 - - - - (0.2) 2.5 147.1 26.0% Products 99.3 21.1% 0.0 - - - 1.6 (4.6) - 96.3 20.5% Software 33.7 29.6% 2.0 - - - 1.8 - - 37.5 32.8% Total Gross Profit 277.2 24.1% 2.6 - - - 3.4 (4.8) 2.5 280.9 24.4% Operating Expenses Selling, G & A 222.0 (22.8) (6.8) - (1.4) (21.0) - - 170.0 R , D & E 36.1 0.2 - - - - - - 36.3 (Gain)/Loss on Assets 11.8 (0.1) - (11.0) - - - - 0.6 Impairment of Assets - - - - - - - - - Total Operating Expense 269.9 23.5% (22.8) (6.8) (11.0) (1.4) (21.0) - - 206.9 18.0% Total Operating Profit (loss) 7.3 0.6% 25.4 6.8 11.0 1.4 24.4 (4.8) 2.5 74.0 6.4% 49 | DIEBOLD NIXDORF Note: Differences may occur due to rounding.
Q2 2018 Profit & Loss Statement Reconciliation GAAP to non-GAAP ($Millions) Restructuring and Wincor Nixdorf DN Now Divestitures purchase Other 2018 % of Net transformation Legal / deal and fixed Acq. accounting Inventory non-routine 2018 % of Net (GAAP) Sales expenses Impairment expense asset sale integration adjustments provision inc/exp (non-GAAP) Sales Services 593.5 53.7% - - - - - - - - 593.5 53.7% Products 389.3 35.2% - - - - - - - - 389.3 35.2% Software 122.8 11.1% - - - - - - - - 122.8 11.1% Total Revenue 1,105.6 100.0% - - - - - - - - 1,105.6 100.0% Services 123.4 20.8% (0.4) - - - 1.1 - 0.8 0.3 125.1 21.1% Products 62.8 16.1% (0.5) - - - 0.0 3.4 0.3 - 66.0 17.0% Software 31.5 25.6% 0.2 - - - - 3.8 0.1 0.0 35.5 28.9% Total Gross Profit 217.7 19.7% (0.7) - - - 1.1 7.2 1.1 0.3 226.6 20.5% Operating Expenses Selling, G & A 219.9 (3.1) - (0.5) - (13.3) (22.3) - - 180.7 R , D & E 40.6 0.1 - - - - - - - 40.7 (Gain)/Loss on Assets 0.8 - - (1.0) 0.2 - - - - (0.0) Impairment of Assets 83.1 - (83.1) - - - - - - - Total Operating Expense 344.3 31.1% (3.0) (83.1) (1.6) 0.2 (13.3) (22.3) - - 221.4 20.0% Total Operating Profit (loss) (126.6) -11.5% 2.2 83.1 1.6 (0.2) 14.5 29.4 1.1 0.3 5.3 0.5% 50 | DIEBOLD NIXDORF Note: Differences may occur due to rounding.
1H 2019 Profit & Loss Statement Reconciliation GAAP to non-GAAP ($Millions) Restructuring and Wincor Nixdorf DN Now Divestitures purchase Other 2019 % of Net transformation Legal / deal and fixed Acq. accounting Inventory non-routine 2019 % of Net (GAAP) Sales expenses expense asset sale integration adjustments provision inc/exp (non-GAAP) Sales Services 1,110.2 51.0% - - - - - - - 1,110.2 51.0% Products 845.8 38.8% - - - - - - - 845.8 38.8% Software 222.2 10.2% - - - - - - - 222.2 10.2% Total Revenue 2,178.3 100.0% - - - - - - - 2,178.3 100.0% Services 277.6 25.0% 1.9 - - - - (0.3) 2.5 281.7 25.4% Products 183.0 21.6% 0.1 - - - 3.2 (8.1) - 178.2 21.1% Software 60.7 27.3% 2.2 - - - 3.6 - - 66.5 29.9% Total Gross Profit 521.3 23.9% 4.2 - - - 6.8 (8.4) 2.5 526.4 24.2% Operating Expenses Selling, G & A 450.4 (36.4) (16.2) - (1.0) (42.2) - (3.0) 351.6 R , D & E 73.0 0.1 - - - - - - 73.1 (Gain)/Loss on Assets 15.1 (0.1) - (14.4) - - - - 0.6 Impairment of Assets - - - - - - - - - Total Operating Expense 538.5 24.7% (36.4) (16.2) (14.4) (1.0) (42.2) - (3.0) 425.3 19.5% Total Operating Profit (loss) (17.1) -0.8% 40.6 16.2 14.4 1.0 49.0 (8.4) 5.5 101.1 4.6% 51 | DIEBOLD NIXDORF Note: Differences may occur due to rounding
1H 2018 Profit & Loss Statement Reconciliation GAAP to non-GAAP ($Millions) Restructuring and Wincor Nixdorf DN Now Divestitures purchase Other 2018 % of Net transformation Legal / deal and fixed Acq. accounting Inventory non-routine 2018 % of Net (GAAP) Sales expenses Impairment expense asset sale integration adjustments provision inc/exp (non-GAAP) Sales Services 1,185.8 54.7% - - - - - - - - 1,185.8 54.7% Products 741.7 34.2% - - - - - - - - 741.7 34.2% Software 242.3 11.2% - - - - - - - - 242.3 11.2% Total Revenue 2,169.8 100.0% - - - - - - - - 2,169.8 100.0% Services 257.7 21.7% 1.1 - - - 2.1 - 1.7 0.4 263.1 22.2% Products 130.9 17.6% 0.1 - - - 0.0 6.8 0.6 (3.7) 134.7 18.2% Software 67.5 27.9% 0.6 - - - - 7.7 0.6 0.0 76.3 31.5% Total Gross Profit 456.1 21.0% 1.8 - - - 2.1 14.5 2.9 (3.3) 474.2 21.9% Operating Expenses Selling, G & A 447.7 (4.4) - (0.8) - (27.5) (46.1) - (0.1) 368.7 R , D & E 82.3 0.1 - - - - - - - 82.4 (Gain)/Loss on Assets (6.9) - - (1.0) 8.0 - - - - 0.1 Impairment of Assets 83.1 - (83.1) - - - - - - - Total Operating Expense 606.2 27.9% (4.3) (83.1) (1.9) 8.0 (27.5) (46.1) - (0.1) 451.2 20.8% Total Operating Profit (loss) (150.1) -6.9% 6.1 83.1 1.9 (8.0) 29.7 60.6 2.9 (3.1) 22.9 1.1% 52 | DIEBOLD NIXDORF Note: Differences may occur due to rounding
Free Cash Flow Reconciliation from Continuing Operations ($Millions) Jun-YTD Jun-YTD 2019 1Q-17 2Q-17 3Q-17 4Q-17 2017 1Q-18 2Q-18 3Q-18 4Q-18 2018 1Q-19 2Q-19 2018 2019 Outlook Net cash provided by (used in) operating activities - continuing ($66) ($119) ($50) $272 $37 ($142) ($114) ($115) $268 ($104) ($57) ($11) ($257) ($68) ~$100 Capital expenditures - continuing (12) (14) (15) (28) (69) (20) (10) (10) (18) (59) (15) (6) (31) (20) ~(70) Free cash flow (use) (non-GAAP measure) ($78) ($134) ($65) $245 ($32) ($163) ($125) ($125) $250 ($163) ($72) ($16) ($287) ($88) ~$30 Add Back: GAAP P&L Interest Expense (31) (32) (28) (27) (117) (26) (28) (45) (55) (155) (51) (50) (54) (101) Unlevered Free cash flow (use) (non-GAAP measure) ($47) ($101) ($37) $271 $85 ($137) ($96) ($80) $305 ($8) ($21) $34 ($233) $13 TTM Free Cash Flow 1 1Q-18 2Q-18 3Q-18 4Q-18 1Q-19 2Q-19 Net cash provided by (used in) operating activities - continuing ($39) ($34) ($100) ($104) ($19) $85 Capital expenditures - continuing (78) (74) (68) (59) (53) (48) Free cash flow (use) (non-GAAP measure) ($117) ($108) ($168) ($163) ($72) $37 Add Back: GAAP P&L Interest Expense (113) (109) (126) (155) (180) (201) Unlevered Free cash flow (use) (non-GAAP measure) ($4) $1 ($42) ($8) $108 $238 1) Trailing 12-month 53 | DIEBOLD NIXDORF Note: Differences may occur due to rounding
Enhancement to Collateral Enhanced collateral as required by credit agreement's covenant reset triggers Equity Conversion & Converted ~$0.9B of prior equity investments to intercompany loans which support Pledge Intercompany collateralization. Pledged ~$1.2B of DN US intercompany promissory notes with DN Promissory Notes Germany and DN Switzerland Control Agreements Executed control agreement on material bank accounts in US Perfected security interest in material US-owned intellectual property assets registered in Perfect IP Security 13 countries (3 in process). Executed collateral assignment agreement with respect to US / Germany joint IP development agreement Additional Equity Pledge & Pledged additional 35% equity interest for a total of 100% equity pledge in material 1 st tier Perfection subsidiaries. Obtained local law perfection of pledges (Switzerland in process) 54 | DIEBOLD NIXDORF
Contacts Diebold Nixdorf J.P. Morgan, Leveraged Finance Origination J.P. Morgan, Leveraged Finance Distribution Jeff Rutherford John Fiore Chris Bonner Chief Financial Officer Managing Director Managing Director O: 330-490-6857 O: 312-732-2028 O: 212-270-4553 E: jeffrey.rutherford@dieboldnixdorf.com E: john.h.fiore@jpmorgan.com E: chris.bonner@jpmorgan.com Jonathan Leiken Tim Lynch Patrick Griffin Chief Legal Officer Vice President Managing Director O: 330-490-4450 O: 312-732-1784 O: 312-732-7137 E: jonathan.leiken@dieboldnixdorf.com E: timothy.r.lynch@jpmorgan.com E: patrick.t.griffin@jpmorgan.com Steve Wolgamott Caleigh Tully Marco Prono Assistant Treasurer Associate Executive Director O: 330-490-6713 O: 312-732-6364 O: 212-270-7563 E: steve.wolgamott@dieboldnixdorf.com E: caleigh.tully@jpmorgan.com E: marco.m.prono@jpmorgan.com Steve Virostek Michael Zazzara Investor Relations Analyst O: 330-490-6319 O: 212-270-9564 E: steve.virostek@dieboldnixdorf.com E: michael.a.zazzara@jpmorgan.com J.P. Morgan, Technology Investment Banking J.P. Morgan, Technology Credit Risk Simpson Thacher & Bartlett, Lenders' Counsel Matthew Seiter David Gibbs Patrick Ryan Managing Director Managing Director Partner O: 415-315-8824 O: 212-622-8612 O: 212-455-3463 E: matthew.v.seiter@jpmorgan.com E: david.gibbs@jpmorgan.com E: pryan@stblaw.com Bronson Kolde Phillip Martin Dan Kay Associate Managing Director Partner O: 415-315-5921 O: 312-732-4728 O: 212-455-3286 E: bronson.kolde@jpmorgan.com E: phil.martin@chase.com E: dkay@stblaw.com Jamie Moon Caitlin Stewart Robyn Cho Associate Executive Director Associate O: 415-315-8875 O: 512-479-2120 O: 212-455-2463 E: jamie.moon@jpmorgan.com E: caitlin.r.stewart@jpmorgan.com E: robyn.cho@stblaw.com 55 | DIEBOLD NIXDORF
Supplement: Industry Overview & Customer References
Physical Currency Plays a Vital Role in the Global Economy Cash and checks underpin Physical currency growth ~$17 trillion of global transactions of 4 - 6% CAGR 50 Euro US$ 45 43.4 41.6 39.8 40 38.1 Europe 36.4 34.5 North 35 33.0 ~$3.5T 31.3 America 29.5 30 ~$3.2T Central Asia 25 Europe, Middle 22.6 ~$6.1T 21.4 East & Africa 20.2 20 18.9 Billions Billions of notes circulation in 17.5 Latin ~$2.4T 15.7 16.5 14.9 America 15 14.2 ~$1.8T 10 5 0 2010 2011 2012 2013 2014 2015 2016 2017 2018 Source: Visa analysis of 2016 data from Oxford Economics, Nilson Report, Euromonitor, Haver Analytics, UK Card Source: U.S. Federal Reserve and Statistical Data Warehouse Association, Central Bank of the Russian Federation, Norges Bank, Swiss National Bank, Bank of Thailand, Reserve Bank of Australia, Federal Reserve, Statistics New Zealand, Saudi Arabia Monetary Agency and Central Bank of Ireland. 57 | DIEBOLD NIXDORF
Key Banking Trends in the United States ATMs & Online Banking Are the Most Popular From 2010 - 2017, large publicly-traded banks: Ways to Access Bank Accounts 100% - reduced the number of branches by 2.4% annually 81% 80% 77% 80% - maintained the total number of ATMs in use 60% 51% 40% - increased ATMs per branch from 2.1 to 2.4 28% 20% 0% Source: Annual Reports from Bank of America, BB&T, Citigroup, Citizens Financial Group, Fifth Third ATM Online Banking Branch Teller Mobile Banking Telephone Bancorp, JP Morgan Chase, PNC Bank, Regions Bank, SunTrust Banks, U.S. Bancorp and Wells Fargo. Source: Federal Reserve, Credit Suisse estimates for 2017 Banking ATM Transactions Mirror Bi-weekly Paycheck Cycle 2.5 2017 2018 2.0 1.5 Millions Millions Transactions of 1.0 0.5 January February March April May June Source: Diebold Nixdorf information from a top 10 financial institution in the United States 58 | DIEBOLD NIXDORF
ATM Trends by Geographic Region Number of Bank Branches Value of Cash Withdrawals 1.07 1.06 World -1.0% $13.0 $13.0 World +0.1% EMEA -3.1% EMEA +2.7% Americas -1.5% Americas -1.7% Millions Asia Pacific +0.5% Billions US$ Asia Pacific -0.6% 2017 2018 2017 2018 Installed Base of ATMs by Region Installed Base of ATMs by Deployer Market Share of Installed Base 3.3 3.2 World -1.3% 3.3 3.2 World -1.3% = # 1 EMEA +0.7% Independent ATM Others Deployers -2.5% 31% Americas -0.4% Millions Millions Banks -1.1% Asia Pacific -2.9% 2017 2018 2017 2018 2018 Source: RBR 2019, Global ATM Market and Forecasts to 2024 59 | DIEBOLD NIXDORF Claudia Kopp / Market Intelligence / 08 July 2019
Cash Withdrawal and ATM Shipment Forecasts Volume of Cash Withdrawals and 3-year CAGR ATM Shipment Forecast and 3-year CAGR 95.4 94.7 World -0.2% 310 302 World -0.9% EMEA -0.2% EMEA -2.1% Americas +0.2% billion Americas -2.2% Thousands Asia Pacific -0.4% Asia Pacific +0.6% 2019E 2022E 2019E 2022E Source: RBR 2019, Global ATM Market and Forecasts to 2024 60 | DIEBOLD NIXDORF Claudia Kopp / Market Intelligence / 08 July 2019
ePOS Trends by Geographic Region Number of Retail Outlets Total Banner Sales World +6.7% $7.69 $8.20 1.92 1.96 World +2.3% EMEA +6.9% EMEA +1.7% Americas +3.3% Americas +1.4% Millions Trillions Asia Pacific +12.0% Asia Pacific +4.4% 2017 2018 2017 2018 Source: Edge Retail Insight Source: Edge Retail Insight Installed Base of ePOS by Region Installed Base of ePOS by Customer Market Share of Installed Base 2018 14.3 14.6 World +2.2 % Tier 1 retailers employ >5,000 POS EMEA +1.1% Large supermarkets/hypermarkets 9% Smaller Tier 2 retailers employ 1,000 - 5,000 POS Companies Americas +1.6% Millions Inter-National store networks Asia Pacific +4.1% Tier 3 retailers employ <1,000 POS Specialty stores 9% 2017 2018 Source: RBR 2019, Global EPOS and Self-Checkout Source: Diebold Nixdorf segmentation Source: RBR 2019, Global EPOS and Self-Checkout 61 | DIEBOLD NIXDORF Elisabeth Neumann / Market Intelligence / 08 July 2019
Total Banner Sales, ePOS & SCO Shipment Growth to 2022E Total Banner Sales and CAGR ePOS & SCO Shipment Forecast and CAGR 2.42 World +6.6% 2.28 World +2.1% $9.4 $10.0 $10.6 $8.7 EMEA +4.8% EMEA +2.3% Americas -1.0% Millions Trillions Americas +4.7% Asia Pacific +2.8% Asia Pacific +11.0% 2019E 2020E 2021E 2022E 2019E 2022E Source: Edge Retail Insight Source: RBR 2019, Global EPOS and Self-Checkout 62 | DIEBOLD NIXDORF Elisabeth Neumann / Market Intelligence / 08 July 2019
Banking Customer References _ ~1,100 branches _ 280 branches across 50 _ 14.5 million customers _ IT solutions provider for _ Largest Islamic bank with Asian cities across > 950 branches 11 Danish banks > 1000 locations WHO _ HQ in North America _ HQ in Singapore _ HQ in Turkey _ HQ in Denmark _ HQ in Saudia Arabia _ 1,400 ATMs w/Vista _ Cash recycling _ Cash recycling systems _ DN AllConnect Fleet _ Custom self-service WHAT Terminal Application SW systems _ DN Vynamic Portfolio Management Services kiosks _ DN Vynamic View _ Automated teller safes _ Total Implementation _ DN Vynamic Security _ Biometric authentication _ DN Vynamic Transaction Services Automation _ DN Vynamic View & Cash Management _ DN Vynamic Engagement WHERE _ Asia Pacific _ EMEA _ EMEA _ EMEA _ New transaction _ Transformed branch _ Omnichannel portfolio _ Outsourced _ Improved customer functionality cash ecosystems integration with self- management of ~460 experience with reduces _ Flexibility & _ 10% YOY cost service multivendor systems line queues BENEFITS integrations with in- reductions _ Optimized analytics & _ Proactive responses _ Routine transactions house systems _ Customer complaints remote resolutions for terminal availability migrated to self-service _ Improved operational reduced by 90% since drive efficiency _ Software updates via _ Reduced costs per tools and visibility 2012 _ SPOC for delivery & remote distribution transaction installation 63 | DIEBOLD NIXDORF
Retail Customer References Quick Service Restaurant _ Leading petroleum _ Food & General _ Home furnishing _ Fashion Retailer with _ Quick Service Restaurant company Merchandise Retailer products multi-national focus active in +100 countries WHO _ active in 80+ countries _ HQ in UK _ HQ in Sweden _ HQ in Switzerland _ HQ in USA _ > 850 EPOS incl. _ Store Lifecycle _ 50,000 EPOS systems _ 14,000 EPOS & SCOs _ New self-service kiosks peripherals Management WHAT _ Store Lifecycle _ Retail Cash Management _ Vynamic TM Retail Software _ Store Lifecycle Management _ Retail Cash Management Management _ Store Lifecycle _ Store Lifecycle Management Management _ EMEA _ EMEA _ EMEA _ EMEA _ EMEA WHERE _ Asia Pacific _ Asia Pacific _ Asia Pacific _ Asia Pacific _ Asia Pacific _ Americas _ Americas _ Americas _ Increased security , _ Significant savings _ Automation of store, _ One-stop-shop _ Better consumer less robberies from process checkout, and cash provider to simplify experience _ Added customer automation/optimization management processes _ Higher sales - orders BENEFITS services (e.g. cash _ Rapid expansion in processes _ Maintaining a long- are ~15% higher on withdrawals) new countries enabled _ Lower project costs term relationship average _ Higher efficiency due by global service thanks to one end-to- _ Seamless shopper _ Higher efficiency due to to process automation delivery end solution partner experience process automation 64 | DIEBOLD NIXDORF
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| Language: | English |
| Company: | Diebold Nixdorf, Incorporated |
| 5995 Mayfair Road | |
| 44720 North Canton, OH | |
| United States | |
| Internet: | www.dieboldnixdorf.com |
| End of News | DGAP News Service |
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846967 25.07.2019
