UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

__________________________________________________

Form 10-Q

__________________________________________________ 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-4879 

_________________________________________________

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

________________________________________________ 

Delaware			34-0183970
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)
350 Orchard Avenue NE	North Canton	Ohio	44720-2556
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (330) 490-4000

__________________________________________________ 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	DBD	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒     No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐	Non-accelerated Filer	☒
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

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 of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes  ☒    No  ☐

Number of shares of common stock outstanding as of November 4, 2024 was 37,576,678.

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Form 10-Q

Index

Part I - Financial Information	3
Item 1: Financial Statements	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Comprehensive Income (Loss)	6
Condensed Statements of Cash Flows	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3: Quantitative and Qualitative Disclosures About Market Risk	38
Item 4: Controls and Procedures	38
Part II - Other Information	38
Item 1: Legal Proceedings	38
Item 1A: Risk Factors	39
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds Securities	39
Item 3: Defaults Upon Senior Securities	39
Item 4: Mine Safety Disclosures	39
Item 5: Other Information	39
Item 6: Exhibits	40
Signatures	41

Part I – Financial Information

Item 1: Financial Statements

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (in millions, except per share amounts)

	Successor
	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Cash and cash equivalents	$	251.1	$	550.2
Restricted cash	83.3		42.1
Short-term investments	11.3		13.4
Trade receivables, less allowances for doubtful accounts of $10.1 and $3.6, respectively	665.4		721.8
Inventories	641.1		589.8
Prepaid expenses	39.6		44.0
Other current assets	206.9		192.6
Total current assets	1,898.7		2,153.9
Securities and other investments	6.7		6.5
Property, plant and equipment, net of accumulated depreciation and amortization of $46.1 and $14.3, respectively	143.7		159.0
Deferred income taxes	74.5		71.4
Goodwill	619.6		612.3
Customer relationships, net	522.7		543.0
Other intangible assets, net	323.1		348.3
Other assets	312.3		267.6
Total assets	$	3,901.3	$	4,162.0
LIABILITIES AND EQUITY
Notes payable	$	0.8	$	0.3
Accounts payable	479.0		529.0
Deferred revenue	318.2		376.2
Payroll and other benefits liabilities	171.1		160.1
Other current liabilities	342.6		355.4
Total current liabilities	1,311.7		1,421.0
Long-term debt	1,099.6		1,252.4
Pensions, post-retirement and other benefits	108.7		112.6
Deferred income taxes	209.9		204.9
Other liabilities	95.5		91.9
Total liabilities	2,825.4		3,082.8
Common stock, $0.01 par value, 45,000,000 authorized shares and 37,576,678 and 37,576,678 issued shares, and 37,566,678 and 37,566,678 outstanding shares, respectively	0.4		0.4
Paid-in-capital	1,046.1		1,038.7
Retained earnings (deficit)	(5.0)		17.1
Accumulated other comprehensive income	24.7		7.6
Total Diebold Nixdorf, Incorporated shareholders' equity	1,066.2		1,063.8
Noncontrolling interests	9.7		15.4
Total equity	1,075.9		1,079.2
Total liabilities and equity	$	3,901.3	$	4,162.0

See accompanying notes to condensed consolidated financial statements.

3

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited and in millions, except per share amounts)

	Successor				Predecessor
	Three months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		07/01/2023 through 08/11/2023
Net sales
Services	$	541.7	$	305.5	$	240.6
Products	385.4		286.3		111.0
	927.1		591.8		351.6
Cost of sales
Services	403.5		226.1		171.3
Products	287.0		236.1		94.8
	690.5		462.2		266.1
Gross profit	236.6		129.6		85.5
Selling and administrative expense	164.6		81.1		73.9
Research, development and engineering expense	23.4		12.0		10.5
Loss (gain) on sale of assets, net	0.6		(1.5)		—
Impairment of assets	1.6		1.1		0.6
	190.2		92.7		85.0
Operating profit (loss)	46.4		36.9		0.5
Other income (expense)
Interest income	2.9		2.0		1.7
Interest expense	(38.4)		(25.3)		(22.0)
Foreign exchange gain (loss), net	(2.9)		(27.3)		7.9
Reorganization items, net	—		(8.0)		2,250.3
Miscellaneous gain (loss), net	1.7		(0.8)		6.2
Profit (loss) before taxes	9.7		(22.5)		2,244.6
Income tax expense (benefit)	29.9		(13.2)		94.1
Equity in earnings (loss) of unconsolidated subsidiaries, net	(1.5)		1.1		0.2
Net income (loss)	(21.7)		(8.2)		2,150.7
Net income (loss) attributable to noncontrolling interests	0.7		0.7		(0.2)
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(22.4)	$	(8.9)	$	2,150.9
Basic weighted-average shares outstanding	37.6		37.6		80.0
Diluted weighted-average shares outstanding	37.6		37.6		81.4
Net income (loss) attributable to Diebold Nixdorf, Incorporated
Basic earnings (loss) per share	$	(0.60)	$	(0.24)	$	26.89
Diluted earnings (loss) per share	$	(0.60)	$	(0.24)	$	26.42

See accompanying notes to condensed consolidated financial statements.

4

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited and in millions, except per share amounts)

	Successor				Predecessor
	Nine months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		01/01/2023 through 08/11/2023
Net sales
Services	$	1,607.2	$	305.5	$	1,295.0
Products	1,155.0		286.3		836.9
	2,762.2		591.8		2,131.9
Cost of sales
Services	1,210.2		226.1		922.4
Products	863.6		236.1		689.5
	2,073.8		462.2		1,611.9
Gross profit	688.4		129.6		520.0
Selling and administrative expense	478.4		81.1		458.7
Research, development and engineering expense	69.7		12.0		62.3
Loss (gain) on sale of assets, net	(2.2)		(1.5)		1.2
Impairment of assets	1.6		1.1		3.3
	547.5		92.7		525.5
Operating profit (loss)	140.9		36.9		(5.5)
Other income (expense)
Interest income	10.1		2.0		6.7
Interest expense	(120.6)		(25.3)		(173.6)
Foreign exchange gain (loss), net	5.1		(27.3)		(1.2)
Reorganization items, net	—		(8.0)		1,614.1
Miscellaneous gain (loss), net	5.3		(0.8)		12.3
Profit (loss) before taxes	40.8		(22.5)		1,452.8
Income tax expense (benefit)	58.8		(13.2)		90.4
Equity in earnings (loss) of unconsolidated subsidiaries, net	(2.9)		1.1		(0.5)
Net income (loss)	(20.9)		(8.2)		1,361.9
Net income (loss) attributable to noncontrolling interests	1.2		0.7		(0.8)
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(22.1)	$	(8.9)	$	1,362.7
Basic weighted-average shares outstanding	37.6		37.6		79.7
Diluted weighted-average shares outstanding	37.6		37.6		81.4
Net income (loss) attributable to Diebold Nixdorf, Incorporated
Basic earnings (loss) per share	$	(0.59)	$	(0.24)	$	17.10
Diluted earnings (loss) per share	$	(0.59)	$	(0.24)	$	16.74

See accompanying notes to condensed consolidated financial statements.

5

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited and in millions)

	Successor				Predecessor
	Three months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		07/01/2023 through 08/11/2023
Net income (loss)	$	(21.7)	$	(8.2)	$	2,150.7
Other comprehensive income (loss), net of tax
Translation adjustment	81.0		(35.6)		(4.5)
Foreign currency hedges (net of tax of $— and $— in the Successor periods and $— in the Predecessor period, respectively)	(0.1)		—		4.7
Interest rate hedges
Net income recognized in other comprehensive income (net of tax of $— and $— in the Successor periods and $— in the Predecessor period, respectively)	(0.1)		—		2.9
Pension and other post-retirement benefits
Net actuarial gain amortized (net of tax of $6.8 and $— in the Successor periods and $(3.1) in the Predecessor period, respectively)	8.1		—		1.1
Other comprehensive income (loss), net of tax	88.9		(35.6)		4.2
Comprehensive income (loss)	67.2		(43.8)		2,154.9
Less: Comprehensive income (loss) attributable to noncontrolling interests	0.6		0.9		(3.5)
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	66.6	$	(44.7)	$	2,158.4

See accompanying notes to condensed consolidated financial statements.

6

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited and in millions)

	Successor				Predecessor
	Nine months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		01/01/2023 through 08/11/2023
Net income (loss)	$	(20.9)	$	(8.2)	$	1,361.9
Other comprehensive income (loss), net of tax
Translation adjustment	2.6		(35.6)		21.0
Foreign currency hedges (net of tax of $(0.3) and $— in the Successor periods and $— in the Predecessor period, respectively)	(0.4)		—		4.7
Interest rate hedges
Net income recognized in other comprehensive income (net of tax of $— and $— in the Successor periods and $— in the Predecessor period, respectively)	(0.4)		—		3.4
Pension and other post-retirement benefits
Net actuarial gain amortized (net of tax of $4.6 and $— in the Successor periods and $(3.8) in the Predecessor period, respectively)	15.0		—		3.2
Other comprehensive income (loss), net of tax	16.8		(35.6)		32.3
Comprehensive income (loss)	(4.1)		(43.8)		1,394.2
Less: Comprehensive income (loss) attributable to noncontrolling interests	0.9		0.9		(8.5)
Comprehensive income (loss) attributable to Diebold Nixdorf, Incorporated	$	(5.0)	$	(44.7)	$	1,402.7

See accompanying notes to condensed consolidated financial statements.

7

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited and in millions)

	Successor				Predecessor
	Nine months ended		Period from 08/12/2023		Period from 01/01/2023
	September 30, 2024		through 09/30/2023		through 08/11/2023
Cash flow from operating activities
Net income (loss)	$	(20.9)	$	(8.2)	$	1,361.9
Adjustments to reconcile net loss to cash flow used by operating activities:
Depreciation and amortization	25.8		7.3		35.5
Amortization of fair valued assets	68.3		13.7		41.8
Amortization of deferred financing costs into interest expense	1.3		0.9		21.8
Reorganization items (non-cash)	—		—		(1,747.6)
Reorganization items (debt make whole premium)	—		—		91.0
Share-based compensation	7.4		—		5.1
Debt prepayment costs	2.0		—		—
(Gain) loss on sale of assets, net	(1.8)		(1.5)		1.2
Impairment of assets	1.6		1.1		3.3
Deferred income taxes	2.0		(50.3)		79.8
Other	(0.2)		—		—
Changes in certain assets and liabilities:
Trade receivables	55.5		(104.6)		9.9
Inventories	(56.7)		54.0		(98.1)
Accounts payable	(51.1)		90.4		(140.4)
Deferred revenue	(51.2)		(58.2)		(51.0)
Sales tax and net value added tax	(37.4)		10.9		(38.1)
Income taxes	7.0		27.7		(26.0)
Accrued salaries, wages and commissions	12.1		(12.9)		33.0
Restructuring accrual	4.4		(1.8)		(30.2)
Pension and post retirement benefits	(5.5)		(1.3)		2.0
Accrued interest	(1.6)		11.5		20.9
Certain other assets and liabilities	(8.0)		16.7		9.2
Net cash used by operating activities	(47.0)		(4.6)		(415.0)

8

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows - (Continued)

(unaudited and in millions)

	Successor				Predecessor
	Nine months ended		Period from 08/12/2023		Period from 01/01/2023
	September 30, 2024		through 09/30/2023		through 08/11/2023
Cash flow from investing activities
Capital expenditures	(12.2)		(3.5)		(15.1)
Capitalized software development	(18.2)		(3.7)		(13.1)
Proceeds from maturities of investments	214.1		54.2		153.2
Payments for purchases of investments	(213.2)		(57.3)		(141.0)
Proceeds from sale of assets	1.3		—		—
Net cash used by investing activities	(28.2)		(10.3)		(16.0)
Cash flow from financing activities
Revolving credit facility borrowings, net	38.7		—		—
Repayment of ABL credit agreement, net	—		—		(188.3)
Debt issuance costs	(4.6)		—		(5.1)
Receipt of DIP financing	—		—		1,250.0
Borrowings - FILO	—		—		58.9
Repayments - FILO	—		—		(58.9)
Repayment of superpriority term loan	—		—		(400.6)
Repayment Exit facility	(200.0)		—		—
Other debt borrowings	0.6		4.9		4.4
Other debt repayments	(0.1)		(1.6)		(2.5)
Debt make whole premium	—		—		(91.0)
Debt prepayment costs	(2.0)		—		—
Distributions to noncontrolling interest holders	(3.2)		—		—
Other	(3.9)		(0.5)		(3.4)
Net cash (used), provided by financing activities	(174.5)		2.8		563.5
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(8.2)		(4.9)		2.9
Change in cash, cash equivalents and restricted cash	(257.9)		(17.0)		135.4
Add: Cash included in assets held for sale at beginning of period	—		0.7		2.8
Less: Cash included in assets held for sale at end of period	—		—		0.7
Cash, cash equivalents and restricted cash at the beginning of the period	592.3		456.6		319.1
Cash, cash equivalents and restricted cash at the end of the period	$	334.4	$	440.3	$	456.6
Cash paid for:
Income taxes	$	40.1	$	7.1	$	25.2
Interest	$	112.8	$	12.0	$	74.7

	Successor				Predecessor
	September 30, 2024		September 30, 2023		August 11, 2023
Cash and cash equivalents	$	251.1	$	376.1	$	395.8
Restricted cash	83.3		64.2		60.8
Total cash, cash equivalents and restricted cash at the end of the period	$	334.4	$	440.3	$	456.6

See accompanying notes to condensed consolidated financial statements.

9

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

Note 1: Basis of Presentation

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In addition, some of the Company’s statements in this Quarterly Report on Form 10-Q may involve risks and uncertainties that could significantly impact expected future results. The results for interim periods are not necessarily indicative of results for the entire year. The Company has reclassified the presentation of certain Predecessor information to conform to the Successor presentation.

Bankruptcy Accounting and Fresh Start Accounting

As described in Note 2, on June 1, 2023, the Company and certain of its U.S. and Canadian subsidiaries (collectively, the Debtors) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of Texas (the U.S. Bankruptcy Court) seeking relief under chapter 11 of title 11 of the U.S. Code (the U.S. Bankruptcy Code). The cases were jointly administered under the caption In re: Diebold Holding Company, LLC, et al. (Case No. 23-90602) (the Chapter 11 Cases). Additionally, on June 1, 2023, Diebold Nixdorf Dutch Holding B.V. (Diebold Dutch) filed a scheme of arrangement relating to certain of the Company’s other subsidiaries (the Dutch Scheme Parties) and commenced voluntary proceedings (the Dutch Scheme Proceedings and, together with the Chapter 11 Cases, the Restructuring Proceedings) under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) in the District Court of Amsterdam (the Dutch Court). In addition, on June 12, 2023, Diebold Dutch filed a voluntary petition for relief under chapter 15 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court seeking recognition of the Dutch Scheme Proceedings as a foreign main proceedings and related relief (the Chapter 15 Proceedings).

For periods subsequent to the filing of the Restructuring Proceedings, the Company applied Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 852 – Reorganizations (ASC 852) in preparing its consolidated financial statements. The income, expenses, gains and losses directly and incrementally resulting from the Chapter 11 Cases and Dutch Scheme Proceedings were separately reported as Reorganization items, net in our condensed consolidated statement of operations.

In accordance with ASC 852, we qualified for and adopted fresh start accounting (Fresh Start Accounting) upon emergence from the Restructuring Proceedings, at which point we became a new entity for financial reporting because (i) the holders of the then existing common shares of the Predecessor received less than 50% of the new shares of common stock of the Successor outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plans (defined in Note 2) was less than the total of all post-petition liabilities and allowed claims.

Upon adoption of Fresh Start Accounting, the reorganization value derived from the enterprise value associated with the Plans was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes), with the remaining excess value allocated to goodwill in accordance with ASC 805 – Business Combinations. Deferred income tax amounts were determined in accordance with ASC 740 – Income Taxes.

References to “Predecessor” relate to the Condensed Consolidated Statements of Operations for the periods from January 1, 2023 and July 1, 2023 through and including the adjustments from the application of Fresh Start Accounting on August 11, 2023 (Predecessor period). References to “Successor” relate to the Condensed Consolidated Balance Sheets of the reorganized Company as of December 31, 2023 and September 30, 2024, and Condensed Consolidated Statements of Operations for the periods from August 12, 2023 through September 30, 2023, and the three and nine months ended September 30, 2024 (Successor periods) and are not comparable to the Predecessor as indicated by the “black line” division in the financial statements and footnote tables, which emphasizes the lack of comparability between amounts presented. The Company’s financial results for future periods following the application of Fresh Start Accounting will be different from historical trends and the differences may be material.

Principles of Consolidation

We consolidate all wholly owned subsidiaries and controlled joint ventures. All material intercompany accounts and transactions have been eliminated in consolidation.

10

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

Immaterial Error Correction

The Company’s Condensed Consolidated Statement of Operations for the periods from July 1, 2023 through August 11, 2023 (Predecessor) and from August 12, 2023 through September 30, 2023 (Successor) include corrections of an immaterial prior period accounting error related to the recording of interest expense. The correction resulted in a decrease of $4.4 to “Interest expense” in the Predecessor period and a decrease of $17.6 to “Interest Expense” in the Successor period. The Successor period Condensed Consolidated Balance Sheet as of December 31, 2023 also includes an increase of $4.4 to “Other assets”, and reduction of $4.4 to “Goodwill” as a result of the error correction.

Recently Issued Accounting Guidance

The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the FASB. In November 2023, the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments of ASU 2023-07 improve segment reporting disclosures, including significant segment expenses. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments for ASU 2023-09 enhance income tax disclosures by including additional disclosures related to rate reconciliation and information regarding income taxes paid. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements. Although there are other new accounting pronouncements issued by the FASB, the Company does not believe these pronouncements will have a material impact on its consolidated financial statements.

Note 2: Chapter 11 Cases and Dutch Scheme Proceedings

On June 1, 2023, the Debtors filed voluntary petitions in the U.S. Bankruptcy Court seeking relief under he U.S. Bankruptcy Code. The cases were jointly administered under the Chapter 11 Cases. Additionally, on June 1, 2023, Diebold Dutch filed a scheme of arrangement relating to the Dutch Scheme Parties and the Restructuring Proceedings under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) in the Dutch Court. In addition, on June 12, 2023, Diebold Dutch filed a voluntary petition for relief under the Chapter 15 Proceedings.

On July 13, 2023, the U.S. Bankruptcy Court entered an order (the Confirmation Order) confirming the Debtors’ Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (the U.S. Plan). On August 2, 2023, the Dutch Court entered an order (the WHOA Sanction Order) sanctioning the Netherlands WHOA Plan of Diebold Dutch and the Dutch Scheme Companies (the WHOA Plan) in the Dutch Scheme Proceedings. On August 7, 2023, the U.S. Bankruptcy Court entered an order in the Chapter 15 Proceedings recognizing the WHOA Plan and the WHOA Sanction Order.

On August 11, 2023 (the Effective Date or Fresh Start Reporting Date), the U.S. Plan and WHOA Plan (together, the Plans) became effective in accordance with their terms and the Debtors and the Dutch Scheme Parties emerged from the Chapter 11 Cases and the Dutch Scheme Proceedings. Following filing the notice of the Effective Date with the U.S. Bankruptcy Court, the Chapter 15 Proceedings were closed.

Note 3: Fresh Start Accounting

Upon emergence from the Chapter 11 Cases and Dutch Scheme Proceedings, the Company qualified for and adopted Fresh Start Accounting, which resulted in the Company becoming a new entity for financial reporting purposes (the Successor).

The reorganization value derived from the range of enterprise values associated with the Plans was allocated to the Company’s identifiable tangible and intangible assets and liabilities based on their fair values (except for deferred income taxes) with the remaining excess value allocated to goodwill.

As a result of the adoption of Fresh Start Accounting and the effects of the implementation of the Plans, the Company’s condensed consolidated financial statements of the Successor, are not comparable to its condensed consolidated financial statements of the Predecessor.

11

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

Note 4: Earnings (Loss) Per Share

Basic earnings (loss) per share is based on the weighted-average number of shares of common stock outstanding. Diluted earnings (loss) per share includes the dilutive effect of shares of potential common stock outstanding. Under the two-class method of computing earnings (loss) per share, non-vested share-based payment awards that contain rights to receive non-forfeitable dividends are considered participating securities. During the Predecessor periods, the Company’s participating securities included restricted stock units (RSUs), director deferred shares and shares that vested but were deferred by employees. There were no participating securities in the Successor periods. The Company calculated basic and diluted earnings (loss) per share under both the treasury stock method and the two-class method. For the Successor periods of the three and nine months ended September 30, 2024, of August 12, 2023 through September 30, 2023 and the Predecessor periods of July 1, 2024 through August 11, 2023 and January 1, 2023 through August 11, 2023, there were no differences in the earnings (loss) per share amounts calculated using the two methods. Accordingly, the treasury stock method is disclosed below; however, because the Company was in a net loss position in the Successor periods and the Predecessor periods, dilutive shares are excluded from the shares used in the computation of diluted loss per share in these periods.

The following table represents amounts used in computing earnings (loss) per share and the effect on the weighted-average number of shares of potential dilutive common stock:

	Successor				Predecessor
	Three months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		07/01/2023 through 08/11/2023
Earnings (loss) used in basic and diluted loss per share
Net income (loss)	$	(21.7)	$	(8.2)	$	2,150.7
Net income (loss) attributable to noncontrolling interests	0.7		0.7		$	(0.2)
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(22.4)	(8.9)		$	2,150.9
Weighted-average number of shares of common stock used in basic earnings (loss) per share	37.6		37.6		$	80.0
Effect of dilutive shares (1)	—		—		$	1.4
Weighted-average number of shares used in diluted earnings (loss) per share	37.6		37.6		$	81.4
Net income (loss) attributable to Diebold Nixdorf, Incorporated
Basic earnings (loss) per share	$	(0.60)	(0.24)		26.89
Diluted earnings (loss) per share	$	(0.60)	(0.24)		26.42
Anti-dilutive shares
Anti-dilutive shares not used in calculating diluted weighted-average shares	0.6		—		$	1.9

(1)Shares of 0.2 for the three months ended September 30, 2024 (Successor) are excluded from the computation of diluted loss per share because the effects are anti-dilutive, due to the net loss position.

12

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

	Successor				Predecessor
	Nine months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		01/01/2023 through 08/11/2023
Earnings (loss) used in basic and diluted loss per share
Net income (loss)	$	(20.9)	$	(8.2)	$	1,361.9
Net income (loss) attributable to noncontrolling interests	1.2		$	0.7	$	(0.8)
Net income (loss) attributable to Diebold Nixdorf, Incorporated	$	(22.1)	$	(8.9)	$	1,362.7
Weighted-average number of shares of common stock used in basic earnings (loss) per share	37.6		37.6		$	79.7
Effect of dilutive shares (1)	—		—		$	1.7
Weighted-average number of shares used in diluted earnings (loss) per share	37.6		37.6		$	81.4
Net income (loss) attributable to Diebold Nixdorf, Incorporated
Basic earnings (loss) per share	$	(0.59)	$	(0.24)	$	17.10
Diluted earnings (loss) per share	$	(0.59)	$	(0.24)	$	16.74
Anti-dilutive shares
Anti-dilutive shares not used in calculating diluted weighted-average shares	1.1		—		2.1

(1)Shares of 0.1 for the nine months ended September 30, 2024 (Successor) are excluded from the computation of diluted loss per share because the effects are anti-dilutive, due to the net loss position.

Note 5: Income Taxes

	Successor						Predecessor
	Three months ended			Period from			Period from
	September 30, 2024			08/12/2023 through 09/30/2023			07/01/2023 through 08/11/2023
Income Tax Expense/(Benefit)	$	29.9		$	(13.2)		$	94.1
Effective Tax Rate	308.2		%	58.7		%	4.2		%

	Successor						Predecessor
	Nine months ended			Period from			Period from
	September 30, 2024			08/12/2023 through 09/30/2023			01/01/2023 through 08/11/2023
Income Tax Expense/(Benefit)	$	58.8		$	(13.2)		$	90.4
Effective Tax Rate	144.1		%	58.7		%	6.2		%

The effective tax rate on the loss from continuing operations was 308.2% and 144.1% for the three and nine months ended September 30, 2024, respectively. The effective tax rate differed compared to the U.S. federal statutory rate for the variations in the expected jurisdictional mix of earnings and expected permanent tax differences relative to pretax earnings. For the three and nine months ended September 30, 2024, the Company estimated its annual effective tax rate and applied it to year-to-date ordinary income/loss pursuant to Accounting Standards Codification (ASC) 740-270-25-1. The Company reports the tax effect of unusual or infrequently occurring items, including changes in judgement about valuation allowances, uncertain tax positions, and effects of changes in tax laws or rates in the interim period in which they occur. The BEPS 2.0 Pillar Two global minimum tax rules, previously enacted by several jurisdictions in which the Company operates, became effective in 2024. The Company does not estimate a material impact on its annual effective tax rate from these rules.

13

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

The effective tax rate for the period from July 1, 2023 through August 11, 2023 (Predecessor) and the period from January 1, 2023 through August 11, 2023 (Predecessor) differed compared to the U.S. federal statutory rate for the tax impacts of reorganization and fresh-start adjustments, including adjustments to the Company's valuation allowance and actual permanent differences relative to pretax earnings. For those periods, the Company calculated income tax expense using the actual effective tax rate year to date, as opposed to the estimated annual effective tax rate mentioned below, as provided in ASC 740-270-30-18.

The effective tax rate for period from August 12, 2023 through September 30, 2023 (Successor) differed compared to the U.S. federal statutory rate for the variations in the expected jurisdictional mix of earnings, expected permanent tax differences relative to pretax earnings, and variations in included/excluded entities as provided in ASC 740-270-30-36. For the Successor period, the Company estimated its annual effective tax rate and applied it to year-to-date ordinary income/loss pursuant to ASC 740-270-25-1. The Company reports the tax effect of unusual or infrequently occurring items, including changes in judgement about valuation allowances, uncertain tax positions, and effects of changes in tax laws or rates in the interim period in which they occur.

Note 6: Inventories

Major classes of inventories are summarized as follows:

	Successor
	September 30, 2024		December 31, 2023
Raw materials and work in process	$	184.1	$	174.0
Finished goods	277.3		242.0
Total product inventories	461.4		416.0
Service parts	179.7		173.8
Total inventories	$	641.1	$	589.8

Note 7: Goodwill and Other Intangible Assets

The Company has the following operating segments: Banking and Retail. This is described in further detail in Note 16, and is consistent with how the Chief Executive Officer, the chief operating decision maker (CODM), makes key operating decisions, allocates resources, and assesses the performance of the business.

The excess of the Successor’s reorganization value over the fair value of identified tangible and intangible assets as of the Effective Date is reported separately on the Company’s Condensed Consolidated Balance Sheets as goodwill.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 (Successor):

	Banking		Retail		Total
Goodwill, balance at January 1, 2024 (Successor)	$	468.1	$	144.2	$	612.3
Currency translation adjustment	5.6		1.7		7.3
Goodwill, balance at September 30, 2024 (Successor)	$	473.7	$	145.9	$	619.6

14

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

The following summarizes information on Intangible assets by major category:

		Successor
		September 30, 2024						December 31, 2023
	Weighted-average remaining useful lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer relationships	16.7 years	$	558.3	$	(35.6)	$	522.7	$	555.5	$	(12.5)	$	543.0
Trademarks and trade names	17.8 years	119.8		(7.3)		112.5		118.8		(2.6)		116.2
Capitalized software development	4.6 years	35.7		(4.0)		31.7		22.0		(1.1)		20.9
Technology know-how and development costs non-software	5.2 years	194.9		(35.1)		159.8		193.3		(12.5)		180.8
Other intangibles	0.4 years	48.0		(28.9)		19.1		40.6		(10.2)		30.4
Other intangible assets, net		398.4		(75.3)		323.1		374.7		(26.4)		348.3
Total		$	956.7	$	(110.9)	$	845.8	$	930.2	$	(38.9)	$	891.3

Costs incurred for the development of external-use software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs are included within other assets and are amortized on a straight-line basis over the estimated useful lives ranging from three to five years. Amortization begins when the product is available for general release. Costs capitalized include direct labor and related overhead costs. Costs incurred prior to technological feasibility or after general release are expensed as incurred. The Company performs periodic reviews to ensure that unamortized program costs remain recoverable from future revenue. If future revenue does not support the unamortized program costs, the amount by which the unamortized capitalized cost of a software product exceeds the net realizable value is impaired.

The following table identifies the activity relating to total capitalized software development:

	2024
Beginning balance as of January 1 (Successor)	$	20.9
Capitalization	12.9
Amortization	(1.8)
Other	(0.3)
Ending balance as of September 30 (Successor)	31.7

	2023
Beginning balance as of January 1 (Predecessor)	$	42.5
Capitalization	13.1
Amortization	(12.4)
Other	(6.1)
Fresh Start Accounting adjustment	(23.3)
Beginning balance as of August 12 (Successor)	13.8
Capitalization	3.7
Amortization	(0.8)
Other	(0.7)
Ending balance as of September 30 (Successor)	$	16.0

15

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

The Company's total amortization expense, excluding amounts related to deferred financing costs, was as follows:

	Successor				Predecessor
	Three months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		07/01/2023 through 08/11/2023
Amortization expense, excluding deferred financing costs	$	23.0	$	15.6	$	11.0
	Nine months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		01/01/2023 through 08/11/2023
Amortization expense, excluding deferred financing costs	$	74.5	$	15.6	$	59.0

Note 8: Product Warranties

The Company provides its customers a standard manufacturer’s warranty and records, at the time of the sale, a corresponding estimated liability for potential warranty costs. Estimated future obligations due to warranty claims are based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts.

Changes in the Company’s warranty liability balance are illustrated in the following table:

	Successor
	2024
Beginning balance as of January 1 (Successor)	$	28.0
Current period accruals	36.2
Current period settlements	(40.0)
Currency translation adjustment	(0.2)
Ending balance as of September 30 (Successor)	$	24.0

	2023
Beginning balance as of January 1 (Predecessor)	$	28.3
Current period accruals	18.8
Current period settlements	(21.9)
Currency translation adjustment	1.4
Beginning balance as of August 12 (Successor)	26.6
Current period accruals	3.9
Current period settlements	(4.1)
Currency translation adjustment	(1.2)
Ending balance as of September 30 (Successor)	$	25.2

Note 9: Restructuring

In the fourth quarter of 2023, the Company completed the 2022 initiative that was announced in the second quarter of 2022. The focus was to streamline operations, drive efficiencies and digitize processes. The savings realized were in line with expectations. The most significant expense of the initiative related to severance payments, while the remainder of the expenses incurred primarily relate to transitioning personnel and consultant fees in relation to the transformation process.

Also during the fourth quarter of 2023, the Company introduced its continuous improvement initiative, noting that the Company is focused on consistently innovating its solutions to support a better transaction experience for consumers at bank and retail locations while simultaneously streamlining cost structures and business processes through the integration of hardware, software and services. The most significant expense of the quarter ended September 30, 2024 primarily relate to transitioning personnel and consultant fees in relation to the improvement process.

16

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

The following tables summarizes the impact of the Company’s restructuring charges on the Consolidated Statements of Operations:

	Successor				Predecessor
	Three months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		07/01/2023 through 08/11/2023
Cost of sales – services	$	3.8	$	(2.5)	$	1.1
Cost of sales – products	1.4		(1.8)		0.2
Selling and administrative expense	25.4		9.9		3.0
Research, development and engineering expense	0.5		0.1		0.4
Loss on sale of assets, net	0.7		0.5		0.6
Total	$	31.8	$	6.2	$	5.3

	Successor				Predecessor
	Nine months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		01/01/2023 through 08/11/2023
Cost of sales – services	$	19.8	$	(2.5)	$	5.3
Cost of sales – products	3.2		(1.8)		0.8
Selling and administrative expense	52.4		9.9		29.4
Research, development and engineering expense	3.0		0.1		1.5
Loss on sale of assets, net	0.7		0.5		1.9
Total	$	79.1	$	6.2	$	38.9

The following table summarizes the Company’s severance accrual balance and related activity:

	2024
Beginning balance as of January 1 (Successor)	$	10.3
Severance accrual	27.2
Payout/Settlement	(22.8)
Other	0.1
Ending balance as of September 30 (Successor)	$	14.8

	2023
Beginning balance as of January 1 (Predecessor)	$	44.2
Current period accruals	6.8
Current period settlements	(37.0)
Currency translation adjustment	0.4
Beginning balance as of August 12 (Successor)	$	14.4
Current period accruals	3.3
Current period settlements	(5.4)
Currency translation adjustment	(0.3)
Ending balance as of September 30 (Successor)	$	12.0

17

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

Note 10: Debt

Outstanding debt balances were as follows:

	Successor
	September 30, 2024		December 31, 2023
Notes payable – current
Other	$	0.8	$	0.3
	$	0.8	$	0.3
Long-term debt
Exit Facility	$	1,050.0	$	1,250.0
Revolving Facility	38.7		—
Other	15.4		3.6
	$	1,104.1	$	1,253.6
Long-term deferred financing fees	(4.5)		(1.2)
	$	1,099.6	$	1,252.4

DIP Facility and Exit Credit Agreement

On June 5, 2023, the Company, as borrower, entered into the credit agreement governing the Debtor's $1,250.0 debtor-in-possession term loan credit facility (DIP Facility) along with certain financial institutions party thereto, as lenders (the Lenders), and GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent (the DIP Credit Agreement), and the closing of the DIP Facility occurred on the same day. The DIP Facility provided for two tranches of term loans to be made on the closing date of the DIP Facility: (i) a $760.0 Term B-1 tranche and (ii) a $490.0 Term B-2 tranche.

On June 5, 2023, the proceeds of the DIP Facility were used, among others, to: (i) repay in full the term loan obligations, including a make-whole premium, under a $400.0 superpriority secured term loan facility (Superpriority Facility) and (ii) repay in full a $250.0 asset-based revolving credit facility (ABL Facility) and cash collateralize letters of credit thereunder. The payment for the Superpriority Facility totaled $492.3 and was comprised of $401.3 of principal and interest, $20.0 of premium, and a make-whole amount of $71.0. The payment for the ABL Facility, including an additional tranche of commitments thereunder consisting of a senior secured "last out" term facility (FILO Tranche), and the cash collateralization of the letters of credit thereunder totaled $241.0 and was comprised of $211.2 of principal and interest and $29.8 of the cash collateralized letters of credit.

On the Effective Date (i.e., August 11, 2023), the Company, as borrower, entered into a credit agreement (the Exit Credit Agreement) governing its $1,250.0 senior secured term loan credit facility (the Exit Facility) along with the Lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent.

Upon emergence from the Chapter 11 Cases and Dutch Scheme Proceedings, the Company’s existing $1,250.0 DIP Facility was terminated and the loans outstanding under the DIP Facility were converted into loans outstanding under the Exit Facility (the Conversion), and the liens and guarantees, including all guarantees and liens granted by certain subsidiaries of the Company that are organized in the United States and in certain foreign jurisdictions, granted under the DIP Facility were automatically terminated and released. In connection with the Conversion, the entire $1,250.0 under the Exit Facility was deemed drawn on the Effective Date.

Revolving Facility

On February 13, 2024, the Company, as borrower, entered into a credit agreement (the Revolving Credit Agreement) with certain financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent and collateral agent. The Revolving Credit Agreement provides for a superior-priority senior secured revolving credit facility (the Credit Facility) in an aggregate principal amount of $200.0, which includes a $50.0 letter of credit sub-limit and a $20.0 swing loan sub-limit. Borrowings under the Credit Facility may be used by the Company for (i) the Repayment (as defined below) and (ii) general corporate purposes and working capital. As of the effective date of the Revolving Credit Agreement, the Credit Facility is fully drawn.

Concurrently with the closing of the Credit Facility, the Company prepaid $200.0 (the Repayment) of outstanding principal of its senior secured term loans under the Exit Credit Agreement, by and among the Company, certain financial institutions party

18

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

thereto, as lenders, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent. The Repayment pays down a portion of the borrowings outstanding under the Exit Facility.

The cash flows related to debt borrowings and repayments were as follows:

	Successor				Predecessor
	Nine months ended		Period from		Period from
	September 30, 2024		08/12/2023 through 09/30/2023		01/01/2023 through 08/11/2023
Revolving credit facility borrowings	$	200.0	$	—	$	—
Revolving credit facility repayments	$	(161.3)	$	—	$	—
Other debt borrowings
FILO	$	—	$	—	$	58.9
Proceeds from DIP Facility	—		—		1,250.0
International short-term uncommitted lines of credit borrowings	0.5		4.9		4.4
	$	0.5	$	4.9	$	1,313.3
Other debt repayments
Payments on Exit Financing	$	(200.0)	$	—	$	—
Payments on Term Loan B Facility - USD under the Credit Agreement	—		—		(1.3)
Payments on Term Loan B Facility - Euro under the Credit Agreement	—		—		(0.3)
Repayment of ABL, net	—		—		(188.3)
Repayment of FILO	—		—		(58.9)
Repayment of 2025 Superpriority Term Loans	—		—		(400.6)
International short-term uncommitted lines of credit and other repayments	(0.1)		(1.6)		(0.9)
	$	(200.1)	$	(1.6)	$	(650.3)

Below is a summary of financing information:

Financing Facilities	Interest Rate Index and Margin	Maturity/Termination Dates	Initial Term (Years)
Exit Facility(i)	SOFR + 7.50%	August 2028	5.0
Revolving Credit Facility - Term Benchmark Advances(ii)	SOFR + 4.00%	February 2027	3.0

(i)SOFR with a floor of 4.0%

(ii)    SOFR with a floor of 1.5%

Line of Credit

As of September 30, 2024, the Company had various international short-term lines of credit with borrowing limits aggregating to $22.0. There were no outstanding borrowings on the short-term lines of credit as of September 30, 2024 or December 31, 2023. Short-term lines mature in less than one year and are used to support working capital, vendor financing and foreign exchange derivatives.

19

DIEBOLD NIXDORF, INCORPORATED AND SUBSIDIARIES

FORM 10-Q as of September 30, 2024 (unaudited)

Notes to Condensed Consolidated Financial Statements (in millions, except per share amounts)

Note 11: Equity

The following tables present changes in shareholders' equity attributable to Diebold Nixdorf, Incorporated and the noncontrolling interests:

									Accumulated Other Comprehensive Income (Loss)				Total Diebold Nixdorf, Incorporated Shareholders' Equity
	Common Shares		Additional Capital		Retained Earnings		Treasury Shares				Equity Warrants				Non-controlling Interests		Total Equity
Balance, December 31, 2023 (Successor)	$	0.4	$	1,038.7	$	17.1	$	—	$	7.6	$	—	$	1,063.8	$	15.4	$	1,079.2
Net loss	—		—		(14.6)		—		—		—		(14.6)		0.6		(14.0)
Other comprehensive loss	—		—		—		—		(38.0)		—		(38.0)		—		(38.0)