DIEBOLD NIXDORF, INC
10-Ks and 10-Qs
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
Form
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
June 30, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
F
or the transition period from to
Commission file number
1-4879
_________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________
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(State or other jurisdiction of
incorporation or organization) |
(IRS Employer
Identification Number) |
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Registrant’s telephone number, including area code: (
330
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490-4000
__________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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☒ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | ||||||||||||
| Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes
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No
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Number of shares of common stock outstanding as of July 31, 2025 was
36,633,544
.
Forward-Looking Statement Disclosure.
This Quarterly Report on Form 10-Q may contain statements that are not historical information and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. These forward-looking statements include, but are not limited to, projections, statements regarding the Company's expected future performance (including expected results of operations), future financial condition, anticipated operating results, strategy plans, future liquidity and financial position.
Statements can generally be identified as forward looking because they include words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “will,” “estimates,” “potential,” “target,” “predict,” “project,” “seek,” and variations thereof or “could,” “should” or words of similar meaning. Statements that describe the Company's future plans, objectives or goals are also forward-looking statements, which reflect the current views of the Company with respect to future events and are subject to assumptions, risks and uncertainties that could cause actual results to differ materially. Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, the economy, its knowledge of its business, and key performance indicators that impact the Company, these forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed in or implied by the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The factors that may affect our results include, among others:
• the success of new products and services, including Branch Automation Solutions for banking, cash recycling technology, DN Series® EASY family of retail checkout solutions and Vynamic® Smart Vision technology;
• ability to successfully execute on our digitally enabled hardware, services and software strategy;
• ability to generate sufficient cash flows to service our indebtedness, fund our operations and make adequate capital investments;
• the ultimate benefits of continuous improvement programs and other cost savings plans;
• risks related to our international operations, including geopolitical instability and wars;
• developments from recent and potential changes to trade policies by the U.S. or other countries, including tariffs;
• the impact of the proliferation of payment options other than cash, which could result in a reduced need for cash in the marketplace and a resulting decline in the usage of ATMs;
• the impact of increased energy, raw material and labor costs;
• the impact of competitive pressures, including pricing and the introduction of new products and services by our competitors;
• the impact of a cybersecurity incident or operational failure on our business;
• challenges associated with the use of artificial intelligence in our business;
• reliance on suppliers, subcontractors and availability of raw materials and other components;
• reliance on third parties, including to provide security systems and systems integration as well as outsourced business processes and other financial services;
• ability to attract, retain and motivate key employees;
• the impact of additional tax expense or exposures;
• the potential for additional pension liability or expense associated with low investment performance by our pension plan assets;
• success in executing potential acquisitions, investments or partnerships and divestitures;
• the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, 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;
• changes in political, economic or other factors such as currency exchange rates, inflation rates (including the impact of possible currency devaluations in countries experiencing high inflation rates), recessionary or expansive trends, disruption in energy supply, taxes and regulations and laws affecting the worldwide business in each of our operations;
• ability to maintain effective internal controls;
• the impact of regulatory and financial risks related to climate change;
• the impact of an adverse determination that our services, products or manufacturing processes infringe the intellectual property rights of others, or our failure to enforce its intellectual property rights;
• exposure to liabilities under the FCPA or other worldwide anti-bribery laws;
• the effect of changes in law and regulations or the manner of enforcement in the United States and internationally and our ability to comply with applicable laws and regulations; and
• other factors included in our filings with the Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K for the year ended December 31, 2024.
Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements.
3
Part I – Financial Information
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview.
Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes that appear within this Quarterly Report on Form 10-Q. Unless otherwise stated, U.S. dollar amounts within this Quarterly Report on Form 10-Q are listed in millions.
Introduction.
Diebold Nixdorf, Incorporated (collectively with its subsidiaries, the Company) automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 21,000 employees worldwide.
Innovation.
The Company seeks to continually enhance the consumer experience at bank and retail locations while streamlining cost structures and business processes for its customers through the smart integration of hardware, software and services. The Company partners with other leading technology companies and regularly refines its research and development (R&D) spend to support a better transaction experience. In addition, the Company is focused on consistently innovating its solutions while effectively improving its business processes and cost management efforts.
Business Drivers.
The Company has two operating segments: Banking and Retail. The business drivers of the Company's future performance include, but are not limited to:
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demand for self-service and automation from Banking and Retail customers driven by the evolution of consumer behavior;
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demand for cost efficiencies and better usage of real estate for bank branches and retail stores as they transform their businesses to meet the needs of their customers while facing macro-economic challenges;
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demand for services on distributed IT assets such as ATMs, point-of-sale (POS) and self-checkout (SCO), including managed services and professional services;
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timing of product upgrades and/or replacement cycles for ATMs, POS and SCO;
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demand for software products and professional services;
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demand for security products and services for the financial, retail and commercial sectors; and
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demand for innovative technology in connection with the Company's strategy.
Tariffs.
As the Company operates in a highly dynamic tariff environment, it is focused on continuing to deliver our products and services to its customers. Given the global nature of the business, tariffs will result in additional cost for the Company and its suppliers. The Company is optimizing operations and leveraging existing programs and strategies to reduce the impact from tariffs. It is also taking measures to control cost and implementing pricing actions to primarily mitigate the remaining impact. Assuming the current tariff conditions of 55% on imports from China and 15% on imports from other countries remain in effect for 2025, the Company estimates a net impact of approximately $5.0 to $10.0. The Company has prioritized mitigating the impact on materials with the highest tariff exposure through sourcing of alternative parts, supplier negotiations, price adjustments and productivity improvements. The Company will continue to monitor tariff policies and its related mitigation strategies.
Results of Operations.
The following discussion of the Company’s financial condition and results of operations provides information that will assist in understanding the financial statements and the changes in certain key items in those financial statements. The following discussion should be read in conjunction with the condensed consolidated financial statements and the accompanying notes that appear elsewhere in this Quarterly Report on Form 10-Q.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| Net Sales | 2025 | 2024 | % Change |
% Change in CC
(1)
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2025 | 2024 | % Change |
% Change in CC
(1)
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| Services | $ | 407.4 | $ | 401.5 | 1.5 | 0.7 | $ | 789.5 | $ | 788.1 | 0.2 | 1.1 | |||||||||||||||||||||||||||||||||||
| Products | 271.8 | 305.9 | (11.1) | (12.0) | 519.1 | 568.1 | (8.6) | (8.1) | |||||||||||||||||||||||||||||||||||||||
| Total Banking | 679.2 | 707.4 | (4.0) | (5.0) | 1,308.6 | 1,356.2 | (3.5) | (2.7) | |||||||||||||||||||||||||||||||||||||||
| Services | 135.2 | 139.2 | (2.9) | (7.7) | 261.6 | 277.4 | (5.7) | (7.2) | |||||||||||||||||||||||||||||||||||||||
| Products | 100.8 | 93.1 | 8.3 | 3.2 | 186.1 | 201.5 | (7.6) | (8.7) | |||||||||||||||||||||||||||||||||||||||
| Total Retail | 236.0 | 232.3 | 1.6 | (3.3) | 447.7 | 478.9 | (6.5) | (7.8) | |||||||||||||||||||||||||||||||||||||||
| Total net sales | $ | 915.2 | $ | 939.7 | (2.6) | (4.6) | $ | 1,756.3 | $ | 1,835.1 | (4.3) | (4.1) | |||||||||||||||||||||||||||||||||||
(1)
The Company calculates constant currency by translating the prior-year period results at the current year exchange rate.
The Company calculates constant currency by translating the prior-year period results at the current year exchange rate.
4
Three months ended June 30, 2025 compared with three months ended June 30, 2024.
Net sales decreased $24.5, or 2.6%, including a net favorable currency impact of $19.3 primarily related to the Brazilian real and the euro. After excluding the favorable currency impact, net sales decreased by $43.8. Banking net sales decreased $28.2 or 4.0%, including a net favorable currency impact of $7.5, related primarily to the euro. After excluding the favorable currency impact, net sales decreased $35.7, driven by lower ATM unit sales volume. Banking net sales represented 74.2% and 75.3% of total net sales for the three months ended June 30, 2025 and 2024, respectively. Retail net sales increased $3.7, including a net favorable currency impact of $11.9 primarily related to the euro. After excluding the favorable currency impact, net sales decreased $8.2 primarily due to market headwinds as a result of the current spend environment of retailers. Retail net sales represented 25.8% and 24.7% of total net sales for the three months ended June 30, 2025 and 2024, respectively.
Six months ended June 30, 2025 compared with six months ended June 30, 2024.
Net sales decreased $78.8, or 4.3%, including a net unfavorable currency impact of $3.9 primarily related to the Brazilian real and the euro. After excluding the unfavorable currency impact, net sales decreased by $74.9. Banking net sales decreased $47.6 or 3.5%, including a net unfavorable currency impact of $10.8, related primarily to the Brazilian real. After excluding the unfavorable currency impact, and non-recurrence of a $9.7 tax recovery in Brazil, net sales decreased $27.1, driven by lower ATM unit sales volume. Banking net sales represented 74.5% and 73.9% of total net sales for the six months ended June 30, 2025 and 2024, respectively. Retail net sales decreased $31.2, including a net favorable currency impact of $6.8 primarily related to the euro. After excluding the favorable currency impact, net sales decreased $38.0 primarily due to market headwinds as a result of the current spend environment of retailers. Retail net sales represented 25.5% and 26.1% of total net sales for the six months ended June 30, 2025 and 2024, respectively.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| Gross Margin | 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||||||||||||
| Gross profit - services | $ | 130.6 | $ | 142.7 | (8.5) | $ | 247.8 | $ | 258.8 | (4.3) | |||||||||||||||||||||||||
| Gross profit - products | 103.4 | 100.5 | 2.9 | 188.6 | 193.0 | (2.3) | |||||||||||||||||||||||||||||
| Total gross profit | $ | 234.0 | $ | 243.2 | (3.8) | $ | 436.4 | $ | 451.8 | (3.4) | |||||||||||||||||||||||||
| Gross margin - services | 24.1 | % | 26.4 | % | 23.6 | % | 24.3 | % | |||||||||||||||||||||||||||
| Gross margin - products | 27.8 | % | 25.2 | % | 26.7 | % | 25.1 | % | |||||||||||||||||||||||||||
| Total gross margin | 25.6 | % | 25.9 | % | 24.8 | % | 24.6 | % | |||||||||||||||||||||||||||
Services gross margin decreased 230 and 70 basis points in the three and six months ended June 30, 2025, respectively, primarily due to restructuring, European service operational cost pressures and other cost associated with North America business expansion. Product gross margin increased 260 and 160 basis points in the three and six months ended June 30, 2025, respectively, primarily due to favorable geographic mix of ATM machines in the periods as well as pricing.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| Operating Expenses | 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||||||||||||
| Selling and administrative expense | $ | 154.2 | $ | 152.2 | 1.3 | $ | 306.0 | $ | 313.8 | (2.5) | |||||||||||||||||||||||||
| Research, development and engineering expense | 22.4 | 22.1 | 1.4 | 45.1 | 46.3 | (2.6) | |||||||||||||||||||||||||||||
| Other operating income (loss) | 1.2 | (1.8) | N/M | (0.5) | (2.8) | 82.1 | |||||||||||||||||||||||||||||
| Total operating expenses | $ | 177.8 | $ | 172.5 | 3.1 | $ | 350.6 | $ | 357.3 | (1.9) | |||||||||||||||||||||||||
| Percent of net sales | 19.4 | % | 18.4 | % | 20.0 | % | 19.5 | % | |||||||||||||||||||||||||||
Selling and administrative expense increased $2.0 in the three months ended June 30, 2025 compared to the corresponding period in 2024 due to unfavorable currency impact and decreased $7.8 in the six months ended June 30, 2025 compared to the corresponding period in 2024 due to the result of lower spending related to refinancing activities and increased efficiency as a result of continuous improvement initiatives. Research and development costs reflect the Company's ongoing investment in hardware and software innovations and enhancements in service offerings.
5
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| Other Income (Expense) | 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||||||||||||
| Interest income | $ | 2.5 | $ | 3.0 | (16.7) | $ | 4.0 | $ | 7.2 | (44.4) | |||||||||||||||||||||||||
| Interest expense | (21.8) | (38.6) | 43.5 | (43.3) | (82.2) | 47.3 | |||||||||||||||||||||||||||||
| Foreign exchange gain (loss), net | (22.2) | 7.6 | N/M | (40.7) | 8.0 | N/M | |||||||||||||||||||||||||||||
| Miscellaneous gain, net | 2.5 | 2.6 | (3.8) | 4.0 | 3.6 | 11.1 | |||||||||||||||||||||||||||||
| Other income (expense), net | $ | (39.0) | $ | (25.4) | (53.5) | $ | (76.0) | $ | (63.4) | (19.9) | |||||||||||||||||||||||||
Interest expense decreased $16.8 and $38.9 in the three and six months ended June 30, 2025, respectively, due to the refinancing of the Company's debt completed on December 18, 2024. Foreign exchange gain (loss), net includes realized gains and losses, primarily related to the unfavorable impact of a strengthening Brazilian real and euro against the U.S. dollar and a broader weakening of the U.S. dollar during the six months ended June 30, 2025.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||||||||||||||
| Net Income | 2025 | 2024 | % Change | 2025 | 2024 | % Change | |||||||||||||||||||||||||||||
| Income tax expense | $ | 4.8 | $ | 32.0 | (85.0) | $ | 2.6 | $ | 28.9 | (91.0) | |||||||||||||||||||||||||
| Net income | $ | 12.7 | $ | 14.8 | (14.2) | $ | 5.3 | $ | 0.8 | N/M | |||||||||||||||||||||||||
| Effective tax rate | 27.9 | % | 70.6 | % | 26.5 | % | 92.9 | % | |||||||||||||||||||||||||||
Changes in net income were a result of the fluctuations outlined in the previous sections. The change in net income is also impacted by a decrease in income tax expense for the three and six months ended June 30, 2025 compared with the prior year periods. The effective tax rate is significantly lower in 2025 primarily due to (i) improved interest expense deductibility in 2025, and (ii) non-recurring discrete tax expense in 2024 and non-recurring discrete tax benefit in 2025. Refer to Note 3 to our condensed consolidated financial statements for additional information regarding tax expense.
Liquidity and Capital Resources.
On December 18, 2024, the Company issued $950.0 in aggregate principal amount of 7.75% Senior Secured Notes due 2030 (the 2030 Senior Secured Notes) to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933. On December 18, 2024, the Company also entered into a new revolving credit facility agreement (the Revolving Credit Facility) with certain financial institutions for $310.0 maturing on December 18, 2029. Refer to Note 9 of the condensed consolidated financial statements for additional information.
Credit Ratings and Conditions.
The cost and availability of debt financing is influenced by our credit ratings. Moody's Investors Service (Moody's) and Standard and Poor's Global Ratings (S&P) currently issue ratings on our short- and long-term debt. On November 9, 2023 S&P assigned a long-term rating "B" with a positive outlook. On December 10, 2024 Moody's revised our outlook from "B3" to "B2" with a stable outlook. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating
| Moody's | S&P | ||||||||||
| Outlook | Stable | Positive | |||||||||
| Long-term | B2 | B | |||||||||
We believe that cash from operations plus available borrowing capacity under our Revolving Credit Facility, our current cash balance, and short-term investments are adequate to support operating requirements, capital expenditures and any share repurchases for at least the next 12 months and the foreseeable future thereafter. As of June 30, 2025, we had no borrowings outstanding and $310.0 available under our revolving facility, used also to support $23.8 of issued and undrawn letters of credit. The Company's total cash and cash availability was as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | 279.2 | $ | 296.2 | |||||||
| Short-term investments | 15.2 | 16.9 | |||||||||
| Revolving credit facility | 310.0 | 310.0 | |||||||||
| Total cash and cash availability | $ | 604.4 | $ | 623.1 | |||||||
6
The following table summarizes the results of the Company's Statement of Cash Flows:
| Six months ended June 30, | |||||||||||
| Summary of cash flows: | 2025 | 2024 | |||||||||
| Net cash provided (used) by operating activities | $ | 45.8 | $ | (31.5) | |||||||
| Net cash used by investing activities | (32.8) | (15.8) | |||||||||
| Net cash used by financing activities | (44.1) | (169.9) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 15.0 | (15.0) | |||||||||
| Change in cash, cash equivalents and restricted cash | $ | (16.1) | $ | (232.2) | |||||||
Operating Activities.
Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments impact reported cash flows. Cash flows from operating activities during the six months ended June 30, 2025 were driven by cash provided by trade receivables and inventory and cash uses for accounts payable. The key drivers of these cash flows are timing of sales, collections, and vendor payments. Cash flows from operating activities during the six months ended June 30, 2024 were driven by uses for inventories as well as cash provided by trade receivables, accounts payable, and deferred revenue. The key drivers of these cash flows are timing of sales, collections, and vendor payments.
Investing Activities.
Cash flows from investing activities during the six months ended June 30, 2025 and 2024 were driven by short term investments and other strategic business investments to enhance our solutions portfolio, capital expenditures, and internally developed software, partially offset by the sale of short term investments.
Financing Activities.
Cash flows from financing activities during the six months ended June 30, 2025 were primarily driven by the Company's repurchase of common shares. Cash flows from financing activities during the six months ended June 30, 2024 primarily relate to the repayment of the Exit Facility (as defined below).
Share Repurchase.
On February 12, 2025, we announced that our Board had approved a $100.0 share repurchase program for the purchase of our common stock. We commenced our share buyback on March 3, 2025. During the first quarter of 2025, the Company purchased 184,961 shares for $8.0 in aggregate. In the second quarter of 2025, the Company purchased 636,781 shares for $29.9 in the aggregate. As of June 30, 2025, there is $62.1 remaining under the share repurchase program. Under the share repurchase program, shares may be repurchased in the open market, or otherwise, including under accelerated share repurchase programs, or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The specific timing, price, and size of purchases will depend on prevailing stock prices, general market and economic conditions, and other considerations. The program may be extended, suspended, or discontinued at any time without prior notice and does not obligate us to acquire any particular amount of common stock. Refer to Unregistered Sales of Equity Securities and Use of Proceeds in Part II of this Quarterly Report on Form 10-Q for more information.
Contractual and Other Material Cash Obligations.
All contractual and other cash obligations with initial and remaining terms in excess of one year and contingent liabilities remained generally unchanged at June 30, 2025 compared to December 31, 2024. Please refer to the Contractual and Other Obligations in the MD&A of our Annual Report on Form 10-K for the year ended December 31, 2024 for further information.
Off-Balance Sheet Arrangements.
Please refer to Note 12 of the condensed consolidated financial statements for additional information.
Critical Accounting Policies and Estimates.
There have been no changes to our critical accounting policies during the six months ended June 30, 2025. Please refer to the Critical Accounting Policies and Estimates section within the MD&A and Note 1 to the consolidated financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion on our accounting policies and critical accounting estimates.
7
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STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(in millions, except share amounts)
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June 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Restricted cash |
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| Short-term investments |
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Trade receivables, net of allowances of $
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| Inventories (Note 4) |
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| Prepaid expenses |
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| Current assets held for sale |
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| Property, plant and equipment, net (Note 5) |
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| Deferred income taxes |
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| Goodwill (Note 6) |
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| Customer relationships and other intangible assets, net (Note 6) |
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| Other assets |
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| Total assets | $ |
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$ |
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| LIABILITIES | |||||||||||
| Accounts payable |
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| Deferred revenue |
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| Payroll and other benefits liabilities |
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| Long-term debt (Note 9) |
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| Pensions, post-retirement and other benefits |
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| Other liabilities |
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| EQUITY | |||||||||||
| Common stock (Note 10) |
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| Paid-in-capital |
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| Retained earnings (deficit) |
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(
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| Treasury shares, at cost (Note 10) |
(
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| Accumulated other comprehensive income (loss) (Note 10) |
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(
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| Total Diebold Nixdorf shareholders' equity |
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| Noncontrolling interests |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
8
| STATEMENT OF EARNINGS (UNAUDITED) | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
| (in millions, per share in dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Services | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Products |
|
|
|
|
|||||||||||||||||||
| Total revenues (Note 13) |
|
|
|
|
|||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Services |
|
|
|
|
|||||||||||||||||||
| Products |
|
|
|
|
|||||||||||||||||||
| Total cost of sales |
|
|
|
|
|||||||||||||||||||
| Gross profit |
|
|
|
|
|||||||||||||||||||
| Selling and administrative expense |
|
|
|
|
|||||||||||||||||||
| Research, development and engineering expense |
|
|
|
|
|||||||||||||||||||
| Other operating income (loss) |
|
(
|
(
|
(
|
|||||||||||||||||||
| Total costs and expenses |
|
|
|
|
|||||||||||||||||||
| Operating profit |
|
|
|
|
|||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income |
|
|
|
|
|||||||||||||||||||
| Interest expense |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Foreign exchange gain (loss), net |
(
|
|
(
|
|
|||||||||||||||||||
| Miscellaneous gain, net |
|
|
|
|
|||||||||||||||||||
| Income before taxes |
|
|
|
|
|||||||||||||||||||
| Income tax expense (Note 3) |
|
|
|
|
|||||||||||||||||||
| Equity in earnings (loss) of unconsolidated subsidiaries, net |
|
|
(
|
(
|
|||||||||||||||||||
| Net income |
|
|
|
|
|||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests |
|
(
|
|
|
|||||||||||||||||||
| Net income attributable to Diebold Nixdorf | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Basic weighted-average shares outstanding |
|
|
|
|
|||||||||||||||||||
| Diluted weighted-average shares outstanding |
|
|
$ |
|
|
||||||||||||||||||
| Net income attributable to Diebold Nixdorf | |||||||||||||||||||||||
| Basic earnings per share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Diluted earnings per share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
See accompanying notes to condensed consolidated financial statements.
9
|
STATEMENT OF CASH FLOWS
(UNAUDITED)
|
Six months ended June 30, | ||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ |
|
$ |
|
|||||||
| Adjustments to reconcile net income to cash flow provided (used) by operating activities: | |||||||||||
| Depreciation and amortization |
|
|
|||||||||
| Amortization of deferred financing costs into interest expense |
|
|
|||||||||
| Share-based compensation |
|
|
|||||||||
| Debt prepayment costs - Exit Facility |
|
|
|||||||||
| Deferred income taxes |
(
|
|
|||||||||
| Loss (gain) on foreign currency translation |
|
(
|
|||||||||
| Other |
|
(
|
|||||||||
| Changes in certain assets and liabilities: | |||||||||||
| Trade receivables |
|
|
|||||||||
| Inventories |
|
(
|
|||||||||
| Accounts payable |
(
|
(
|
|||||||||
| Deferred revenue |
|
(
|
|||||||||
| Sales tax and net value added tax |
(
|
(
|
|||||||||
| Income taxes |
(
|
(
|
|||||||||
| Accrued salaries, wages and commissions |
(
|
|
|||||||||
| Restructuring accrual (Note 8) |
|
|
|||||||||
| Certain other assets and liabilities, net |
(
|
(
|
|||||||||
| Net cash provided (used) by operating activities |
|
(
|
|||||||||
| Capital expenditures |
(
|
(
|
|||||||||
| Capitalized software development |
(
|
(
|
|||||||||
| Proceeds from maturities of investments |
|
|
|||||||||
| Payments for purchases of investments |
(
|
(
|
|||||||||
| Change in certain other assets |
|
|
|||||||||
| Net cash used by investing activities |
(
|
(
|
|||||||||
| Dividends paid to noncontrolling interest shareholder |
(
|
|
|||||||||
| Debt prepayment costs |
|
(
|
|||||||||
| Borrowings - revolving credit facility |
|
|
|||||||||
| Repayments - revolving credit facility |
|
(
|
|||||||||
| Debt issuance costs |
|
(
|
|||||||||
| Repayment of exit facility |
|
(
|
|||||||||
| Treasury share activity |
(
|
|
|||||||||
| Other |
(
|
(
|
|||||||||
| Net cash used by financing activities |
(
|
(
|
|||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
(
|
|||||||||
| Change in cash, cash equivalents and restricted cash |
(
|
(
|
|||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period |
|
|
|||||||||
| Cash, cash equivalents and restricted cash at the end of the period | $ |
|
$ |
|
|||||||
| Cash paid for: Income taxes | $ |
|
$ |
|
|||||||
| Cash paid for: Interest | $ |
|
$ |
|
|||||||
See accompanying notes to condensed consolidated financial statements.
10
| STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
| Translation adjustment |
|
(
|
|
(
|
|||||||||||||||||||
|
Foreign currency hedges (net of tax of $
|
|
(
|
|
(
|
|||||||||||||||||||
|
Interest rate hedges, net income recognized in other comprehensive income (net of tax of $
|
|
(
|
|
(
|
|||||||||||||||||||
|
Pension and other post-retirement benefits net actuarial gain (loss) amortized, tax of $(
|
(
|
|
(
|
|
|||||||||||||||||||
| Other |
|
|
(
|
|
|||||||||||||||||||
| Other comprehensive income (loss), net of tax |
|
(
|
|
(
|
|||||||||||||||||||
| Comprehensive income (loss) |
|
(
|
|
(
|
|||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests |
|
(
|
|
|
|||||||||||||||||||
|
Comprehensive income (loss) attributable to
Diebold Nixdorf |
$ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
| STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning balance | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Share-based compensation issued | — | — | — | — | |||||||||||||||||||
| Common stock | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||
| Other comprehensive income (loss) |
|
(
|
|
(
|
|||||||||||||||||||
| Accumulated other comprehensive income (loss) | $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
| Beginning balance | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Share-based compensation |
|
|
|
|
|||||||||||||||||||
| Paid-in-capital | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Net income attributable to the Company |
|
|
|
|
|||||||||||||||||||
| Retained earnings | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Purchases |
(
|
— |
(
|
— | |||||||||||||||||||
| Treasury shares | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Diebold Nixdorf Shareholders' equity |
|
|
|
|
|||||||||||||||||||
| Beginning balance | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Net earnings (loss) attributable to noncontrolling interests |
|
(
|
|
|
|||||||||||||||||||
| Noncontrolling interests other comprehensive income (loss) |
|
(
|
— |
(
|
|||||||||||||||||||
| Distributions to non-controlling interest holders, net | — | — |
(
|
(
|
|||||||||||||||||||
| Noncontrolling interests |
|
|
|
|
|||||||||||||||||||
| Total equity balance at June 30 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
See accompanying notes to condensed consolidated financial statements.
11
Note 1:
Basis of Presentation.
The accompanying unaudited condensed consolidated financial statements of Diebold Nixdorf, Incorporated and its subsidiaries (collectively, the Company) have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (U.S. GAAP); however, such information reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The Company has reclassified the presentation of certain prior-year information to conform to the current presentation.
Note 2:
Earnings Per Share.
The following table represents amounts used in computing earnings per share and the effect on the weighted-average number of shares of potential dilutive common stock:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Earnings used in basic and diluted earnings per share | |||||||||||||||||||||||
| Net income | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Net income (loss) attributable to noncontrolling interests |
|
(
|
|
|
|||||||||||||||||||
| Net income attributable to Diebold Nixdorf | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Weighted-average common shares in basic loss per share |
|
|
|
|
|||||||||||||||||||
| Effect of dilutive shares |
|
|
|
|
|||||||||||||||||||
| Weighted-average number of shares used in diluted earnings per share |
|
|
|
|
|||||||||||||||||||
| Net income attributable to Diebold Nixdorf | |||||||||||||||||||||||
| Basic earnings per share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Diluted earnings per share | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Anti-dilutive shares | |||||||||||||||||||||||
| Anti-dilutive shares not used in calculating diluted weighted-average shares |
|
|
|
|
|||||||||||||||||||
Note 3:
Income Taxes.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
|
Income tax expense
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Effective tax rate |
|
% |
|
% |
|
% |
|
% | |||||||||||||||
Note 4:
Inventories.
Major classes of inventories are summarized as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Raw materials and work in process | $ |
|
$ |
|
|||||||
| Finished goods |
|
|
|||||||||
| Total product inventories |
|
|
|||||||||
| Service parts |
|
|
|||||||||
| Total inventories | $ |
|
$ |
|
|||||||
12
Note 5:
Property, Plant and Equipment and Operating Leases.
| June 30, 2025 | December 31, 2024 | ||||||||||
| Original cost | $ |
|
$ |
|
|||||||
| Less accumulated depreciation |
(
|
(
|
|||||||||
| Right-of-use operating lease assets |
|
|
|||||||||
| Property, plant and equipment, net | $ |
|
$ |
|
|||||||
Depreciation expense.
Depreciation expense was $
9.2
and $
5.2
for the three months ended June 30, 2025 and 2024, respectively, and $
17.6
and $
13.0
for the six months ended June 30, 2025 and 2024, respectively.
Operating lease liabilities.
Our current operating lease liabilities, included in Other current liabilities in our Statement of Financial Position, were $
48.7
and $
43.3
as of June 30, 2025 and December 31, 2024, respectively. Our non-current operating lease liabilities, included in Other liabilities in our Statement of Financial Position, were $
83.2
and $
76.3
as of June 30, 2025 and December 31, 2024, respectively.
Note 6:
Goodwill and Other Intangible Assets.
Goodwill and intangibles are tested for impairment annually during the fourth quarter or earlier if a triggering event is identified.
The changes in the carrying amount of goodwill for the six months ended June 30, 2025:
| Banking | Retail | Total | |||||||||||||||
| Goodwill, balance at January 1, 2025 | $ |
|
$ |
|
$ |
|
|||||||||||
| Currency translation adjustment |
|
|
|
||||||||||||||
|
Goodwill, balance at June 30, 2025
|
|
|
|
||||||||||||||
The following summarizes information on Intangible assets by major category:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Weighted-average remaining useful lives |
Gross
Carrying Amount |
Accumulated
Amortization |
Net
Carrying Amount |
Gross
Carrying Amount |
Accumulated
Amortization |
Net
Carrying Amount |
||||||||||||||||||||||||||||||||
| Customer relationships |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||
| Trademarks and trade names |
|
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||||
| Capitalized software development |
|
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||||
| Technology know-how and development costs non-software |
|
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||||
| Other intangibles |
<
|
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||||
| Customer relationships and other intangible assets, net | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||||
Note 7:
Product Warranties.
The Company provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts.
Changes in the Company’s warranty liability balance are illustrated in the following table:
| 2025 | 2024 | ||||||||||
| Beginning balance as of January 1 | $ |
|
$ |
|
|||||||
| Current period accruals |
|
|
|||||||||
| Current period settlements |
(
|
(
|
|||||||||
| Currency translation adjustment |
|
(
|
|||||||||
|
Ending balance as of June 30
|
$ |
|
$ |
|
|||||||
13
Note 8:
Restructuring.
During the fourth quarter of 2023, the Company introduced its continuous improvement initiative, which is focused on consistently innovating its solutions to support a better transaction experience for consumers at bank and retail locations while simultaneously streamlining cost structures and business processes through the integration of hardware, software and services. The total expense expected to be incurred in relation to the continuous improvement initiative is approximately $
165
, which includes $
41
and $
28
related to our Banking and Retail segments, respectively. As of June 30, 2025, the cumulative amount incurred in relation to the continuous improvement initiative was $
142.4
. The most significant expense for the six months ended June 30, 2025 primarily relate to transitioning personnel and consultant fees in relation to the improvement process. Total restructuring charges for the three months ended June 30, 2025 for the Banking and Retail segments were $
5.2
and $
3.4
, respectively. Total restructuring charges for the six months ended June 30, 2025 for the Banking and Retail segments were $
8.6
and $
10.5
, respectively.
The following tables summarizes the impact of the Company’s restructuring charges on the Consolidated Statements of Earnings:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of sales – services | $ |
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||
| Cost of sales – products |
|
|
|
|
|||||||||||||||||||
| Selling and administrative expense |
|
|
|
|
|||||||||||||||||||
| Research, development and engineering expense |
|
(
|
|
|
|||||||||||||||||||
| Other operating income |
|
|
|
|
|||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table summarizes the Company’s severance accrual balance and related activity:
| 2025 | 2024 | ||||||||||
| Beginning balance as of January 1 | $ |
|
$ |
|
|||||||
| Severance accrual |
|
|
|||||||||
| Payout/Settlement |
(
|
(
|
|||||||||
| Other |
|
(
|
|||||||||
| Ending balance as of June 30 | $ |
|
$ |
|
|||||||
Note 9:
Debt.
Outstanding debt balances were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| 2030 Senior Secured Notes | $ |
|
$ |
|
|||||||
| Other |
|
|
|||||||||
| Long-term debt | $ |
|
$ |
|
|||||||
| Long-term deferred financing fees |
(
|
(
|
|||||||||
| Total outstanding debt | $ |
|
$ |
|
|||||||
2024 Refinancing Activities - Senior Secured Notes Due 2030 (the 2030 Senior Secured Notes).
On December 18, 2024, the Company issued $
950.0
in aggregate principal amount
7.75
% Senior Secured Notes due 2030 to qualified institutional buyers in a private placement exempt from the registration requirements of the Securities Act of 1933. The 2030 Senior Secured Notes were issued at par.
New Revolving Credit Facility.
On December 18, 2024, the Company entered into a new credit agreement (the New Credit Agreement) for a $
310.0
revolving credit facility maturing on December 18, 2029 (the Revolving Credit Facility). As of June 30, 2025, no amounts were outstanding under the Revolving Credit Facility.
December 2024 Refinancing.
On December 18, 2024, the Company borrowed $
70.0
under the Revolving Credit Facility. Proceeds from borrowings under the Revolving Credit Facility, along with proceeds from the issuance of the 2030 Senior Secured Notes and cash on hand were used to (i) to repurchase all of the term loans under the Exit Facility (as defined below), (ii) repay all of the borrowings outstanding under the prior revolving credit facility, and (iii) pay all related premiums, fees, and expenses (collectively, the December 2024 Refinancing).
The December 2024 Refinancing was accounted for as a partial modification, partial extinguishment and new debt issuance at the syndicated lender level. As a result, the Company recorded a loss on the extinguishment of debt in the amount of $
7.1
. The Company incurred $
3.9
in lender and third-party fees related to the Revolving Credit Facility. Based on the results of the revolver capacity test performed, the Company capitalized $
3.6
of these issuance costs and continued to defer $
2.9
of prior unamortized costs from the prior revolving credit facility.
Exit Credit Agreement.
On the August 11, 2023, the effective date of the Company's 2023 restructuring proceedings, the Company, as borrower, entered into a credit agreement (the Exit Credit Agreement) governing its $
1,250.0
senior secured term loan credit facility (the Exit Facility). Upon emergence from the 2023 restructuring proceedings, the Company’s then existing $
1,250.0
debtor-in-possession term loan
14
credit facility was terminated and the loans outstanding under that facility were converted into loans outstanding under the Exit Facility (the Conversion), and the liens and guarantees, including all guarantees and liens granted by certain subsidiaries of the Company that are organized in the United States and in certain foreign jurisdictions, granted under the prior debtor-in-possession facility were automatically terminated and released. In connection with the Conversion, the entire $
1,250.0
under the Exit Facility was deemed drawn on August 11, 2023. In February 2024, the Company prepaid $
200.0
of term loans under the Exit Credit Agreement.
Below is a summary of financing information:
| Financing Facilities |
Interest Rate
Index and Margin |
Maturity/Termination Dates | Initial Term (Years) | |||||||||||||||||
| 2030 Senior Secured Notes |
|
March 2030 |
|
|||||||||||||||||
|
New Revolving Credit Facility
(i)
|
SOFR +
|
December 2029 |
|
|||||||||||||||||
The Company had various international uncommitted and non-utilized short-term lines of credit with borrowing limits aggregating to $
10.1
and $
16.8
as of June 30, 2025 and December 31, 2024. There were no outstanding borrowings on the short term lines of credit as of June 30, 2025 or December 31, 2024. Short-term lines mature in less than
one year
and are used to support working capital.
Note 10:
Shareholders' Equity.
The following table summarizes the changes in the Company’s Accumulated Other Comprehensive Income (AOCI), net of tax, by component for the three and six months ended June 30, 2025 and 2024:
| ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||
|
Other comprehensive income (loss) before reclassifications
(1)
|
|
(
|
|
(
|
|||||||||||||||||||
| Currency translation adjustments AOCI | $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive income (loss) before reclassifications |
|
(
|
|
(
|
|||||||||||||||||||
| Foreign currency hedges AOCI | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Other comprehensive loss before reclassifications |
|
(
|
|
(
|
|||||||||||||||||||
| Interest rate hedges AOCI | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
|
Amounts reclassified from AOCI
(2)
|
(
|
|
(
|
|
|||||||||||||||||||
| Pension and other post-retirement benefits | $ |
(
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
| Beginning balance | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Other comprehensive loss before reclassifications |
|
|
(
|
|
|||||||||||||||||||
| Other | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| AOCI at June 30 | $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
(1)
Other comprehensive income (loss) before reclassifications within the translation component excludes $(
0.3
), $
0.2
, $
—
and $
0.2
translation amount attributable to noncontrolling interests for the three and six months ended June 30, 2025 and 2024, respectively.
Common stock.
The Company's authorized common stock includes
45,000,000
shares, with a par value of $
0.01
per share. As of June 30, 2025,
37,715,053
shares were issued and
36,859,610
shares were outstanding. As of December 31, 2024,
37,576,678
shares were issued and
37,576,678
shares were outstanding. We repurchased
855,443
shares for a total of $
39.7
during the six months ended June 30, 2025. The Company's share repurchase program does not obligate it to acquire any specific number of shares. Under this program shares may be purchased in the open market or otherwise, including under accelerated share repurchase programs or under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
Note 11:
Financial Instruments.
The following table provides information about assets and liabilities not carried at fair value and excludes asset and liabilities without readily determinable fair value.
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Carrying amount (net) | Estimated fair value | Carrying amount (net) | Estimated fair value | |||||||||||||||||||||||
| Liabilities | Borrowings (Note 9) | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||||
15
Assets and liabilities that are reflected in the accompanying condensed consolidated financial statements at fair value are not included in the above disclosures; such items include short- and long-term investment and deferred compensation. Substantially all of these assets are considered to be Level 1 and substantially all of the Company's liabilities' fair value are considered Level 2.
Note 12:
Commitments and Contingencies.
Indirect Tax Contingencies.
At June 30, 2025, the Company was a party to several routine indirect tax claims from various taxing authorities globally that were incurred in the normal course of business, which neither individually nor in the aggregate are considered material by management in relation to the Company’s financial position or results of operations. In management’s opinion, the condensed consolidated financial statements would not be materially affected by the outcome of these indirect tax claims and/or proceedings or asserted claims.
Although management believes the Company has valid defenses with respect to its indirect tax positions, it is reasonably possible that a loss could occur in excess of the estimated liabilities. The Company estimated the aggregate risk at June 30, 2025 to be up to $
56.1
for its material indirect tax matters. The aggregate risk related to indirect taxes is adjusted as the applicable statutes of limitations expire.
Legal Contingencies.
At June 30, 2025, the Company was a party to several lawsuits that were incurred in the normal course of business, which neither individually nor in the aggregate were considered material by management in relation to the Company’s financial position or results of operations. In management’s opinion, the Company's condensed consolidated financial statements would not be materially affected by the outcome of these legal proceedings or asserted claims.
In addition to these normal course of business litigation matters, the Company was a party to the proceedings below.
Diebold Nixdorf Holding Germany GmbH, formerly Diebold Nixdorf Holding Germany Inc. & Co. KGaA (Diebold KGaA), was a party to two appraisal proceedings initiated by former minority shareholders of its former listed subsidiary, Diebold Nixdorf AG. These proceedings related to (i) the adequacy of the compensation payments offered under a Domination and Profit and Loss Transfer Agreement (DPLTA) between Diebold KGaA and the former Diebold Nixdorf AG that became effective in 2017, and (ii) the adequacy of the cash exit compensation offered in connection with the cash merger squeeze-out of the remaining minority shareholders of Diebold Nixdorf AG in 2019.
Both proceedings have now been resolved in favor of the Company. On June 5, 2025, and on July 7, 2025, respectively, the Higher Regional Court of Düsseldorf ruled for the Company in both the DPLTA and merger squeeze out proceedings and dismissed all appeals stemming from the prior decisions of the District Court of Dortmund, which had previously rejected the minority shareholders’ claims in both matters. The Higher Regional Court specifically confirmed the adequacy of the compensation payments offered under the DPLTA and in connection with the squeeze out. The Higher Regional Court has not permitted any further remedies and declared its decisions as binding. Accordingly, the Company considers these matters as closed.
Refer to Note 21 of the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information on these proceedings.
Bank Guarantees, Standby Letters of Credit, and Surety Bonds.
At June 30, 2025, the maximum future contractual obligations relative to performance guarantees totaled
$
117.9
,
of which
$
23.8
represented standby letters of credit to insurance providers, and
no
associated liability was recorded. At December 31, 2024, the maximum future payment obligations relative to these various guarantees totaled $
90.4
, of which $
21.9
represented standby letters of credit to insurance providers, and
no
associated liability was recorded.
Restricted Cash.
The following table provides a reconciliation of Cash, cash equivalents and Short-term and Long-term restricted cash reporting within the Company's Condensed Consolidated Statement of Financial Position and in the Condensed Consolidated Statements of Cash Flows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
|||||||
| Bank collateral guarantees |
|
|
|||||||||
| Pension collateral guarantees |
|
|
|||||||||
| Restricted cash and cash equivalents |
|
|
|||||||||
| Total cash, cash equivalents, and restricted cash | $ |
|
$ |
|
|||||||
16
Note 13:
Revenue Recognition.
A performance obligation is a contractual promise to transfer a distinct good or service to the customer. A contract's transaction price is allocated to each distinct performance obligation and is recognized as revenue when (point in time) or as (over time) the performance obligation is satisfied.
The following table represents the percentage of revenue recognized either at a point in time or over time:
| Six months ended June 30, | |||||||||||
| Timing of revenue recognition | 2025 | 2024 | |||||||||
| Products transferred at a point in time |
|
% |
|
% | |||||||
| Products and services transferred over time |
|
% |
|
% | |||||||
| Net sales |
|
% |
|
% | |||||||
Contract balances.
The following table provides information about receivables and deferred revenue, which represent contract liabilities from contracts with customers:
| Contract balance information | Trade receivables | Contract liabilities | |||||||||
| Balance at December 31, 2024 | $ |
|
$ |
|
|||||||
| Balance at June 30, 2025 | $ |
|
$ |
|
|||||||
There have been $
8.6
and $
9.7
of impairment losses recognized as bad debt related to receivables or contract assets arising from the Company's contracts with customers during the six months ended June 30, 2025 and 2024, respectively.
As of December 31, 2024, the Company had $
320.7
of deferred revenue constituting the remaining performance obligations that are unsatisfied (or partially unsatisfied). During the six months ended June 30, 2025, the Company recognized revenue of $
153.1
related to the Company's deferred revenue balance at December 31, 2024.
Note 14:
Segment Information.
The Company's reportable segment information below directly aligns with how the Chief Executive Officer, who is also the the chief operating decision maker (CODM), regularly reviews results to make decisions, allocate resources, and assess performance. Revenue, costs, operating expenses and operating profit (loss), as disclosed herein, is consistent with the segment information used by the CODM and does not include corporate charges, asset impairment, restructuring and saving initiative charges, or other non-routine, unusual or infrequently occurring items, as the CODM does not regularly review and use such financial measures to make decisions, allocate resources and assess performance.
Segment revenue and cost of sales are from sales to external customers. Segment operating profit is defined as segment gross profit less expenses directly attributable to the segments. The Company does not allocate to its segments certain operating expenses which are managed at the headquarters level; that are not used in the management of the segments, not segment-specific, and impractical to allocate. Segment operating profit reconciles to consolidated income before income taxes by deducting items that are not attributed to the segments and which are managed independently of segment results. Assets are not allocated to segments, and thus are not included in the assessment of segment performance, and consequently, we do not disclose total assets and depreciation and amortization expense by reportable operating segment.
17
The following tables present information regarding the Company’s segment performance and provide a reconciliation between segment operating profit and the consolidated Income before taxes:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Banking | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Retail |
|
|
|
|
|||||||||||||||||||
| Total net sales by segment | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Banking |
|
|
|
|
|||||||||||||||||||
| Retail |
|
|
|
|
|||||||||||||||||||
| Total segment cost of sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Banking |
|
|
|
|
|||||||||||||||||||
| Retail |
|
|
|
|
|||||||||||||||||||
| Total segment gross profit | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Banking |
|
|
|
|
|||||||||||||||||||
| Retail |
|
|
|
|
|||||||||||||||||||
| Total segment SG&A and other operating expenses | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Banking | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Retail |
|
|
|
|
|||||||||||||||||||
| Total segment operating profit | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Corporate charges not allocated to segments
(1)
|
$ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
|
Restructuring and other saving initiative expenses
(2)
|
(
|
|
(
|
(
|
|||||||||||||||||||
|
Refinancing related costs
(3)
|
|
(
|
|
(
|
|||||||||||||||||||
|
Net non-routine income (expense)
(4)
|
(
|
|
|
|
|||||||||||||||||||
|
(
|
(
|
(
|
(
|
||||||||||||||||||||
| Operating profit |
|
|
|
|
|||||||||||||||||||
| Other expense, net |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Income before taxes | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1)
Corporate charges not allocated to segments include headquarter-based costs associated primarily with human resources, finance, IT and legal that are not directly attributable to a particular segment and are separately assessed by the CODM for purposes of making decisions.
(2)
Refer to Note 8 for further information regarding restructurings. Consistent with the historical reportable segment structure, restructuring and saving initiative costs are not assigned to the segments, and are separately analyzed by the CODM.
(3)
Refinancing related costs are fees earned by our advisors that have been accounted for as period expense.
(4)
Net non-routine income (expense) consists of items that the Company has determined are non-routine in nature and not allocated to the reportable operating segments as they are not included in the measure used by the CODM to make decisions, allocate resources and assess performance.
The following table presents information regarding the Company’s segment net sales by service and product solution:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Services | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Products |
|
|
|
|
|||||||||||||||||||
| Total Banking |
|
|
|
|
|||||||||||||||||||
| Services |
|
|
|
|
|||||||||||||||||||
| Products |
|
|
|
|
|||||||||||||||||||
| Total Retail |
|
|
|
|
|||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Quantitative and Qualitative Disclosures About Market Risk.
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of market risk exposures. There have been no material changes in this information since December 31, 2024.
18
Controls and Procedures.
This Quarterly Report on Form 10-Q includes the certifications of the Company's Chief Executive Officer (CEO) and Chief Financial Officer (CFO) required by Rule 13a-14 of the Exchange Act of 1934. See Exhibits 31.1 and 31.2. This Item 4 includes information concerning the controls and control evaluations referred to in those certifications. Based on the performance of procedures by management, designed to ensure the reliability of financial reporting, management believes that the unaudited condensed consolidated financial statements fairly present, in all material respects, the Company's financial position, results of operations and cash flows as of the dates, and for the periods presented.
Disclosure Controls and Procedures.
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms and that such information is accumulated and communicated to management, including the CEO and CFO as appropriate, to allow timely decisions regarding required disclosures. In connection with the preparation of this Quarterly Report on Form 10-Q, the Company's management, under the supervision and with the participation of the CEO and CFO, conducted an evaluation of disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the CEO and CFO have concluded that such disclosure controls and procedures were effective as of June 30, 2025.
Change in Internal Controls.
During the quarter ended June 30, 2025, there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Part II - Other Information
Legal Proceedings.
For information regarding legal proceedings, please refer to Note 12 of the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Risk Factors.
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There has been no material change to this information since December 31, 2024.
Unregistered Sales of Equity Securities and Use of Proceeds.
Information concerning the Company’s share repurchases made during the second quarter ended June 30, 2025:
| Period |
Total Number of
Shares Purchased |
Average Price
Paid Per Share |
Total Purchased as
Part of Publicly Announced
Plans (in millions)
(1)
|
Maximum that May Yet
Be Purchased Under
the Plans (in millions)
(1)
|
||||||||||||||||||||||
| April | 188,458 | $ | 40.76 | $ | 7.7 | $ | 84.3 | |||||||||||||||||||
| May | 213,426 | $ | 47.74 | $ | 10.2 | $ | 74.1 | |||||||||||||||||||
| June | 234,897 | $ | 51.08 | $ | 12.0 | $ | 62.1 | |||||||||||||||||||
| 636,781 | $ | 46.91 | $ | 29.9 | ||||||||||||||||||||||
(1)
The share repurchase program approved by our Board of Directors was announced on February 12, 2025. The Company may purchase shares from time to time in open market purchases or otherwise. The Company may make all or part of the purchases pursuant to accelerated share repurchases or Rule 10b5-1 plans.
Defaults Upon Senior Securities and Mine Safety Disclosures.
Not applicable.
Exhibits.
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document included in Exhibit 101) | |||||||
*Filed herewith; **Furnished herewith
19
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 thereunto duly authorized.
| DIEBOLD NIXDORF, INCORPORATED | ||||||||||||||
| Date: | August 6, 2025 | /s/ Thomas S. Timko | ||||||||||||
| By: |
Thomas S. Timko
|
|||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
| (Principal Financial Officer) | ||||||||||||||
20
TABLE OF CONTENTS
Part I Financial InformationNote 1: Basis Of PresentationNote 2: Earnings Per ShareNote 3: Income TaxesNote 4: Inventories. Major Classes Of Inventories Are Summarized As Follows:Note 4: InventoriesNote 5: Property, Plant and Equipment and Operating LeasesNote 6: Goodwill and Other Intangible AssetsNote 7: Product WarrantiesNote 8: RestructuringNote 9: Debt. Outstanding Debt Balances Were As Follows:Note 9: DebtNote 10: Shareholders' EquityNote 11: Financial InstrumentsNote 12: Commitments and ContingenciesNote 13: Revenue RecognitionNote 14: Segment InformationPart II - Other Information