dbd-20250331

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 March 31, 2025


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

Number of shares of common stock outstanding as of May 2, 2025 was 37,263,876.


Part I - Financial Information			3
Management's Discussion and Analysis of Financial Condition and Results of Operations			3
Results of Operations			4
Liquidity and Capital Resources			5
Critical Accounting Policies and Estimates			7
Forward-Looking Statement Disclosure			7
Condensed Financial Statements and Notes			9
Statement of Financial Position			9
Statement of Earnings (Loss)			10
Statement of Comprehensive Income (Loss)			11
Statement of Changes in Shareholders' Equity			11
Statement of Cash Flows			12
Note 1: Basis of Presentation			13
Note 2: Earnings (Loss) Per Share			13
Note 3: Income Taxes			13
Note 4: Inventories			13
Note 5: Goodwill and Other Intangible Assets			14
Note 6: Product Warranties			14
Note 7: Restructuring			15
Note 8: Debt			15
Note 9: Accumulated Other Comprehensive Loss			17
Note 10: Fair Value of Assets and Liabilities			17
Note 11: Commitments and Contingencies			18
Note 12: Revenue			18
Note 13: Segments			19
Quantitative and Qualitative Disclosures About Market Risk			21
Controls and Procedures			21
Part II - Other Information			21
Legal Proceedings			21
Risk Factors			21
Unregistered Sales of Equity Securities and Use of Proceeds			21
Defaults Upon Senior Securities			21
Mine Safety Disclosure			21
Exhibits			22
Signatures			22

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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 the following operating segments: Banking and Retail. The business drivers of the Company's future performance include, but are not limited to:

•demand for self-service and automation from Banking and Retail customers driven by the evolution of consumer behavior;

•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;

•demand for services on distributed IT assets such as ATMs, point-of-sale (POS) and self-checkout (SCO), including managed services and professional services;

•timing of product upgrades and/or replacement cycles for ATMs, POS and SCO;

•demand for software products and professional services;

•demand for security products and services for the financial, retail and commercial sectors; and

•demand for innovative technology in connection with the Company's strategy.

Tariffs. Announcements from the U.S. government regarding global tariffs and potential retaliatory actions by other governments are causing market disruption and uncertainty. Assuming the current tariff conditions of 145 percent on imports from China and 10 percent on imports from other countries remain in effect for 2025, the Company estimates a total gross impact of $20.0. 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 estimates these mitigation strategies will offset up to approximately 50 percent of the current tariff impact through the remainder of 2025. The Company will continue to monitor tariff policies and our related mitigation strategies.

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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 March 31,
Net Sales	2025		2024		% Change	% Change in CC (1)
Banking
Services	$	382.2	$	386.6	(1.1)	1.6
Products	247.3		262.2		(5.7)	(2.8)
Total Banking	629.5		648.8		(3.0)	(0.2)

Retail
Services	126.3		138.2		(8.6)	(6.7)
Products	85.3		108.4		(21.3)	(19.7)
Total Retail	211.6		246.6		(14.2)	(12.4)

Total net sales	$	841.1	$	895.4	(6.1)	(3.6)

(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.

Net sales decreased $54.3, or 6.1 percent, including a net unfavorable currency impact of $23.3 primarily related to the Brazilian real and the euro. After excluding the unfavorable currency impact, net sales decreased by $31.0. Banking net sales decreased $19.3 or 3.0 percent, including a net unfavorable currency impact of $18.3, related primarily to the Brazilian real and the euro. After excluding the unfavorable currency impact, and non-recurrence of a $9.7 tax recovery in Brazil, net sales increased $8.7, driven by higher ATM unit sales volume. Banking net sales represented 74.8 percent of total net sales for the three months ended March 31, 2025. Retail net sales decreased $35.0, including a net unfavorable currency impact of $5.0 primarily related to the euro. After excluding the unfavorable currency impact, net sales decreased $30.0 primarily due to market headwinds as a result of the current spend environment of retailers. Retail net sales represented 25.2 percent of total net sales for the three months ended March 31, 2025.


	Three months ended March 31,
Gross Margin	2025			2024			% Change
Gross profit - services	$	117.2		$	116.1		0.9
Gross profit - products	85.2			92.5			(7.9)
Total gross profit	$	202.4		$	208.6		(3.0)
Gross margin - services	23.0		%	22.1		%
Gross margin - products	25.6		%	25.0		%

Total gross margin	24.1		%	23.3		%

Services gross margin increased 90 basis points in the three months ended March 31, 2025 primarily due to North America service operations improvement. Product gross margin increased 60 basis points in the three months ended March 31, 2025 primarily due to favorable geographic mix of ATM machines in the period as well as pricing. This offset the non-recurrence of a tax recovery in Brazil.


	Three months ended March 31,
Operating Expenses	2025			2024			% Change
Selling and administrative expense	$	151.8		$	161.6		(6.1)
Research, development and engineering expense	22.7			24.2			(6.2)
Other operating income	(1.7)			(1.0)			(70.0)


Total operating expenses	$	172.8		$	184.8		(6.5)
Percent of net sales	20.5		%	20.6		%

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Selling and administrative expense decreased $9.8 in the three months ended March 31, 2025 compared to the corresponding period in 2024. This decrease is 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.



	Three months ended March 31,
Other Income (Expense)	2025		2024		% Change
Interest income	$	1.5	$	4.2	(64.3)
Interest expense	(21.5)		(43.6)		50.7
Foreign exchange gain (loss), net	(18.5)		0.4		N/M
Miscellaneous gain, net	1.5		1.0		50.0
Other income (expense), net	$	(37.0)	$	(38.0)	2.6

Interest expense decreased $22.1 in the three months ended March 31, 2025 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 first quarter of 2025.


	Three months ended March 31,
Net Income (Loss)	2025			2024			% Change
Income tax benefit	$	(2.2)		$	(3.1)		29.0
Net loss	$	(7.5)		$	(14.0)		46.4
Effective tax rate	29.7		%	21.8		%

Changes in net loss were a result of the fluctuations outlined in the previous sections and impacted by income tax benefit. The change in net loss is also impacted by a decrease in income tax benefit for the three months ended March 31, 2025 compared with the prior year period. Refer to Note 3 to our condensed consolidated financial statements for additional information regarding tax benefit.

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 credit agreement with certain financial institutions for a new $310.0 revolving credit facility (the Revolving Credit Facility) maturing on December 18, 2029. Refer to Note 8 of the condensed consolidated financial statements for additional information.

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 March 31, 2025, we had no borrowings outstanding and $310.0 available under our revolving facility, which included $23.8 of undrawn letter of credit.

The Company's total cash and cash availability was as follows:


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	306.5	$	296.2

Short-term investments	8.1		16.9
Revolving credit facility	310.0		310.0
Total cash and cash availability	$	624.6	$	623.1

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The following table summarizes the results of the Company's Statement of Cash Flows:


	Three months ended March 31,
Summary of cash flows:	2025		2024
Net cash provided (used) by operating activities	$	15.7	$	(23.5)
Net cash used by investing activities	—		(18.0)
Net cash used by financing activities	(12.8)		(158.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.0		(4.7)
Change in cash, cash equivalents and restricted cash	$	8.9	$	(204.2)

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 period ended March 31, 2025 were driven by cash provided by deferred revenue and cash uses for inventories and accounts payable. The key drivers of these cash flows are timing of sales, collections, and vendor payments which can fluctuate significantly period to period. Cash flows from operating activities during the period ended March 31, 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 which can fluctuate significantly period to period.

Investing Activities. Cash flows from investing activities during the periods ended March 31, 2025 and March 31, 2024 were driven by the sale and purchases of short term investments and offset by uses for capital expenditures and internally developed software.

Financing Activities. Cash flows from financing activities during the period ended March 31, 2025 were primarily driven by the Company's repurchase of common shares. Cash flows from financing activities during the period ended March 31, 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. During the first quarter of 2025, the Company purchased 184,961 shares for $8.0 in the aggregate. There is $92.0 remaining under the share repurchase program. We may utilize a number of different methods to effect the repurchases, including open market purchases, which may include, without limitation, round lot or block transactions, including through one or more accelerated stock repurchase plans or pursuant to the terms of one or more repurchase plans in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. 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. The Company enters into certain purchase commitments due within one year for materials through contract manufacturing agreements for a total negotiated price. At March 31, 2025, under such agreements the Company had minimal purchase commitments due within one year. Except for these items, inclusive of near-term debt maturities, all contractual and other cash obligations with initial and remaining terms in excess of one year and contingent liabilities remained generally unchanged at March 31, 2025 compared to December 31, 2024.

Off-Balance Sheet Arrangements. The Company enters into various arrangements not recognized in the condensed consolidated statement of financial position that have or could have an effect on its financial condition, results of operations, liquidity, capital expenditures or capital resources. The Company provides its global operations guarantees and standby letters of credit through various financial institutions to suppliers, customers, regulatory agencies and insurance providers. If the Company is not able to comply with its contractual obligations, the suppliers, regulatory agencies and insurance providers may draw on the pertinent letter of credit. Refer to Note 11 of the condensed consolidated financial statements for additional information.

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Critical Accounting Policies and Estimates. Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed consolidated financial statements. The condensed consolidated financial statements of the Company are prepared in conformity with generally accepted accounting principles in the United States (U.S. GAAP). The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. Such estimates include revenue recognition, the valuation of trade receivables, inventories, goodwill, intangible assets, other long-lived assets, legal contingencies, and assumptions used in the calculation of income taxes, and pension and post-retirement benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors. Management monitors the economic conditions and other factors and will adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Critical accounting policies and estimates are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 the Company's results include, among others:

•the success of the Company's new products and services, including its Branch Automation Solutions for banking, cash recycling technology, DN Series® EASY family of retail checkout solutions and Vynamic® Smart Vision technology;

•the Company’s ability to successfully execute on its digitally enabled hardware, services and software strategy;

•the Company’s ability to generate sufficient cash flows to refinance its indebtedness, fund its operations and make adequate capital investments;

•the ultimate benefits of the Company’s 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 in U.S. trade policies and trade policies of other countries, including with respect to 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 pressures and the introduction of new products and services by our competitors;

•the impact of a cybersecurity incident or operational failure on the Company's business;

•challenges associated with the use of artificial intelligence in the Company’s business;

•the Company's reliance on suppliers, subcontractors and availability of raw materials and other components;

•the Company’s reliance on third parties, including to provide security systems and systems integration as well as outsourced business processes and other financial services;

•the Company’s 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 the Company’s pension plan assets;

•the Company's success in executing potential acquisitions, investments or partnerships and divestitures;

•the ultimate outcome of the appraisal proceedings initiated in connection with the implementation of the Domination and Profit Loss Transfer Agreement with the former Diebold Nixdorf AG (which was dismissed in the Company's favor at the

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lower court level in 2022) and the merger/squeeze-out (which was dismissed in the Company's favor at the lower court level in 2023);

•the impact of market and economic conditions, including the bankruptcies, restructuring or consolidations of financial institutions, which could reduce the Company's customer base and/or adversely affect its 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 the Company's operations;

•the Company's ability to maintain effective internal controls;

•the impact of regulatory and financial risks related to climate change;

•the impact of an adverse determination that the Company's services, products or manufacturing processes infringe the intellectual property rights of others, or the Company’s failure to enforce its intellectual property rights;

•the Company’s 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 the Company's ability to comply with applicable laws and regulations; and

•other factors included in the Company’s filings with the Securities and Exchange Commission (the "SEC"), including its 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.

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STATEMENT OF FINANCIAL POSITION (UNAUDITED) (in millions, except share amounts)	March 31, 2025		December 31, 2024
ASSETS

Cash and cash equivalents	$	306.5	$	296.2
Restricted cash	13.7		15.1
Short-term investments	8.1		16.9
Trade receivables, net of allowances of $11.0 and $10.9, respectively	602.6		588.5
Inventories (Note 4)	553.0		528.1
Prepaid expenses	42.9		45.8
Current assets held for sale	5.6		9.6
Other current assets	194.8		167.7
Total current assets	1,727.2		1,667.9
Securities and other investments	6.6		7.0
Property, plant and equipment, net of accumulated depreciation and amortization of $51.3 and $41.8, respectively	130.7		128.1
Deferred income taxes	70.1		69.5
Goodwill (Note 5)	603.9		586.4

Customer relationships and other intangible assets, net (Note 5)	784.0		778.6


Right-of-use operating lease assets	124.7		118.1
Other assets	178.4		187.9
Total assets	$	3,625.6	$	3,543.5
LIABILITIES AND EQUITY


Accounts payable	449.5		460.2
Deferred revenue	385.0		320.7
Payroll and other benefits liabilities	149.9		173.2

Operating lease liabilities	47.3		43.3
Other current liabilities	251.8		268.9
Total current liabilities	1,283.5		1,266.3
Long-term debt (Note 8)	928.7		927.3
Pensions, post-retirement and other benefits	128.1		124.4

Long-term operating lease liabilities	79.1		76.3
Deferred income taxes	179.8		176.8
Other liabilities	35.4		34.2
Total liabilities	2,634.6		2,605.3









Common stock, $0.01 par value, 45,000,000 authorized shares and 37,682,517 and 37,576,678 issued shares, and 37,463,960 and 37,576,678 outstanding shares, respectively	0.4		0.4
Paid-in-capital	1,051.4		1,048.4
Retained earnings (deficit)	(9.4)		(1.1)
Treasury shares, at cost (218,557 shares)	(9.6)		—
Accumulated other comprehensive loss (Note 9)	(48.8)		(117.9)

Total Diebold Nixdorf shareholders' equity	984.0		929.8
Noncontrolling interests	7.0		8.4
Total equity	991.0		938.2
Total liabilities and equity	$	3,625.6	$	3,543.5

See accompanying notes to condensed consolidated financial statements.

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STATEMENT OF EARNINGS (LOSS) (UNAUDITED)	Three months ended March 31,
(in millions, per share in dollars)	2025		2024
Net sales
Services	$	508.5	$	524.8
Products	332.6		370.6
Total revenues (Note 12)	841.1		895.4
Cost of sales
Services	391.3		408.7
Products	247.4		278.1
Total cost of sales	638.7		686.8
Gross profit	202.4		208.6
Selling and administrative expense	151.8		161.6
Research, development and engineering expense	22.7		24.2
Other operating income	(1.7)		(1.0)
Total costs and expenses	172.8		184.8
Operating profit	29.6		23.8
Other income (expense)
Interest income	1.5		4.2
Interest expense	(21.5)		(43.6)
Foreign exchange gain (loss), net	(18.5)		0.4

Miscellaneous gain, net	1.5		1.0
Loss before taxes	(7.4)		(14.2)
Income tax benefit (Note 3)	(2.2)		(3.1)
Equity in loss of unconsolidated subsidiaries, net	(2.3)		(2.9)
Net loss	(7.5)		(14.0)
Net income attributable to noncontrolling interests	0.8		0.6
Net loss attributable to Diebold Nixdorf	$	(8.3)	$	(14.6)

Basic and diluted weighted-average shares outstanding	37.6		37.6


Net loss attributable to Diebold Nixdorf
Basic and diluted loss per share	$	(0.22)	$	(0.39)

See accompanying notes to condensed consolidated financial statements.

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STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)	Three months ended March 31,
(in millions)	2025		2024
Net income (loss)	$	(7.5)	$	(14.0)
Other comprehensive income (loss), net of tax
Translation adjustment	69.8		(43.0)





Pension and other post-retirement benefits
Net actuarial gain (loss) amortized (net of tax of $(0.3) and $(2.1), respectively)	(0.6)		5.0




Other	(0.3)		—
Other comprehensive income (loss), net of tax	68.9		(38.0)
Comprehensive income (loss)	61.4		(52.0)
Less: Comprehensive income attributable to noncontrolling interests	0.6		0.6
Comprehensive income (loss) attributable to Diebold Nixdorf	$	60.8	$	(52.6)


STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY	Three months ended March 31,
(in millions)	2025		2024
Beginning balance	$	0.4	$	0.4
Share-based compensation issued	—		—
Common stock	$	0.4	$	0.4
Beginning balance	$	(117.9)	$	7.6
Other comprehensive income (loss)	69.1		(38.0)
Accumulated other comprehensive loss	$	(48.8)	$	(30.4)
Beginning balance	$	1,048.4	$	1,038.7
Share-based compensation	3.0		1.9
Paid-in-capital	$	1,051.4	$	1,040.6
Beginning balance	$	(1.1)	$	17.1
Net loss attributable to the Company	(8.3)		(14.6)
Retained earnings (deficit)	$	(9.4)	$	2.5
Beginning balance	$	—	$	—
Purchases	(9.6)		—
Treasury shares	$	(9.6)	$	—
Diebold Nixdorf Shareholders' equity	984.0		1,013.1
Beginning balance	$	8.4	$	15.4
Net earnings attributable to noncontrolling interests	0.8		0.6
Other comprehensive loss attributable to noncontrolling interests	(0.2)		—
Distributions to non-controlling interest holders, net	(2.0)		(3.4)
Noncontrolling interests	7.0		12.6
Total equity balance at March 31	$	991.0	$	1,025.7

See accompanying notes to condensed consolidated financial statements.

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STATEMENT OF CASH FLOWS (UNAUDITED)	Three months ended March 31,
(in millions)	2025		2024
Net loss	$	(7.5)	$	(14.0)
Adjustments to reconcile net loss to cash flow provided (used) by operating activities:
Depreciation and amortization	12.4		9.1


Amortization of fair valued assets	21.5		24.2
Amortization of deferred financing costs into interest expense	1.5		0.4
Share-based compensation	3.0		1.9
Debt prepayment costs - Exit Facility	—		2.0



Deferred income taxes	(2.0)		(2.2)
Loss on foreign currency translation	17.3		(1.8)
Other	(1.4)		(1.1)
Changes in certain assets and liabilities:
Trade receivables	0.4		49.1
Inventories	(4.8)		(56.1)
Accounts payable	(23.5)		16.1
Deferred revenue	55.2		10.9
Sales tax and net value added tax	(11.5)		(35.0)

Income taxes	(8.1)		(11.9)
Accrued salaries, wages and commissions	(26.0)		(11.5)
Restructuring accrual (Note 7)	4.2		19.3




Certain other assets and liabilities	(15.0)		(22.9)
Net cash provided (used) by operating activities	15.7		(23.5)
Capital expenditures	(7.9)		(6.7)
Capitalized software development	(1.7)		(6.2)


Proceeds from maturities of investments	80.5		75.5
Payments for purchases of investments	(70.9)		(81.5)
Proceeds from sale of assets	—		0.9

Net cash used by investing activities	—		(18.0)
Dividends paid to noncontrolling interest shareholder	(2.0)		—

Debt prepayment costs	—		(2.0)
Borrowings - revolving credit facility	—		200.0
Repayments - revolving credit facility	—		(150.0)

Debt issuance costs	—		(4.6)




Repayment of exit facility	—		(200.0)







Treasury share activity	(9.6)		—
Other	(1.2)		(1.4)
Net cash used by financing activities	(12.8)		(158.0)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.0		(4.7)
Change in cash, cash equivalents and restricted cash	8.9		(204.2)


Cash, cash equivalents and restricted cash at the beginning of the period	311.3		592.3
Cash, cash equivalents and restricted cash at the end of the period	$	320.2	$	388.1
Cash paid for: Income taxes	$	6.7	$	11.4
Cash paid for: Interest	$	21.4	$	40.1

See accompanying notes to condensed consolidated financial statements.

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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.

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, 2024. 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.

Note 2: Earnings (Loss) Per Share. 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:


	Three months ended March 31,
	2025		2024

Earnings (loss) used in basic and diluted loss per share
Net loss	$	(7.5)	$	(14.0)
Net income attributable to noncontrolling interests	0.8		0.6
Net loss attributable to Diebold Nixdorf	$	(8.3)	$	(14.6)

Weighted-average number of common shares used in basic and diluted loss per share(1)	37.6		37.6


Net loss attributable to Diebold Nixdorf

Basic and diluted loss per share	$	(0.22)	$	(0.39)

(1)0.3 and a nominal amount of dilutive shares for the three months ended March 31, 2025 and 2024, respectively, are excluded from the shares used in the computation of diluted loss per share due to the net loss position. Shares of 0.5 and 1.1 for the three months ended March 31, 2025 and 2024, respectively, are excluded from the computation of diluted loss per share because the effects are anti-dilutive, irrespective to the net loss position.

Note 3: Income Taxes.


	Three months ended March 31,
	2025			2024
Income Tax Benefit	$	(2.2)		$	(3.1)
Effective Tax Rate	29.7		%	21.8		%

The effective tax rate on the loss from continuing operations was 29.7 percent and 21.8 percent for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate differed compared to the U.S. federal statutory rate due to expected jurisdictional mix of earnings, U.S. tax on foreign income and other expected permanent tax differences relative to pretax earnings, and discrete tax expenses.

Note 4: Inventories. Major classes of inventories are summarized as follows:


	March 31, 2025		December 31, 2024
Raw materials and work in process	$	175.9	$	170.3
Finished goods	194.6		183.9
Total product inventories	370.5		354.2
Service parts	182.5		173.9
Total inventories	$	553.0	$	528.1

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Note 5: Goodwill and Other Intangible Assets. The excess of the Company’s reorganization value over the fair value of identified tangible and intangible assets as of the August 11, 2023, the effective date of the Company's 2023 restructuring proceedings is reported separately on the Company’s Condensed Consolidated Statement of Financial Position as goodwill. In accordance with the Company's accounting policy, 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 three months ended March 31, 2025:


	Banking		Retail		Total
Goodwill, balance at January 1, 2025	$	448.4	$	138.0	$	586.4
Currency translation adjustment	13.3		4.2		17.5
Goodwill, balance at March 31, 2025	$	461.7	$	142.2	$	603.9

The following summarizes information on Intangible assets by major category:


		March 31, 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	15.9 years	$	541.8	$	(50.5)	$	491.3	$	523.8	$	(41.1)	$	482.7

Trademarks and trade names	17.0 years	117.3		(10.3)		107.0		114.5		(8.5)		106.0
Capitalized software development	3.1 years	43.0		(8.8)		34.2		46.9		(6.1)		40.8
Technology know-how and development costs non-software	4.6 years	190.8		(50.3)		140.5		186.2		(41.3)		144.9
Other intangibles	< 1.0 year	49.9		(38.9)		11.0		38.3		(34.1)		4.2
Other intangible assets, net		401.0		(108.3)		292.7		385.9		(90.0)		295.9
Total		$	942.8	$	(158.8)	$	784.0	$	909.7	$	(131.1)	$	778.6

The Company's total amortization expense, excluding that related to deferred financing costs, was $25.4 and 26.4 for the three months ended March 31, 2025 and 2024, respectively.

Note 6: 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	$	22.5	$	28.0
Current period accruals	4.2		13.9
Current period settlements	(6.5)		(9.9)
Currency translation adjustment	0.6		(0.9)
Ending balance as of March 31	$	20.8	$	31.1

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Note 7: Restructuring. 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 total expense expected to be incurred in relation to the continuous improvement initiative is $140, which includes $43 and $12 related to our Banking and Retail segments, respectively. The most significant expense for the quarter ended March 31, 2025 primarily relate to transitioning personnel and consultant fees in relation to the improvement process. Total restructuring charges for the quarter ended March 31, 2025 for the Banking and Retail segments were $3.4 and $7.1, respectively. The following tables summarizes the impact of the Company’s restructuring charges on the Consolidated Statements of Earnings (Loss):


	Three months ended March 31,
	2025		2024
Cost of sales – services	$	10.5	$	16.3
Cost of sales – products	0.3		0.7
Selling and administrative expense	6.8		16.7
Research, development and engineering expense	2.4		3.0

Total	$	20.0	$	36.7

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


	2025		2024
Beginning balance as of January 1	$	15.9	$	10.3
Severance accrual	15.2		22.8

Payout/Settlement	(11.0)		(3.4)
Other	0.1		(0.1)
Ending balance as of March 31	$	20.2	$	29.6

Note 8: Debt. Outstanding debt balances were as follows:


	March 31, 2025		December 31, 2024






Notes payable – current	$	0.3	$	0.2

2030 Senior Secured Notes	$	950.0	$	950.0

Other	15.7		15.8
Long-term debt	$	965.7	$	965.8
Long-term deferred financing fees	(37.0)		(

SEC Form 10-Q filed by Diebold Nixdorf Incorporated