XML 45 R32.htm IDEA: XBRL DOCUMENT v3.23.3
Chapter 11 Cases and Dutch Scheme Proceedings, Ability to Continue as a Going Concern and Other Related Matters (Tables)
 9 Months Ended
Sep. 30, 2023
Reorganizations [Abstract]  
Reorganization Items, Net
Reorganization items, net consisted of the following:

SuccessorPredecessorSuccessorPredecessor
08/12/2023 through 09/30/202307/01/2023 through 08/11/202308/12/2023 through 09/30/202301/01/2023 through 08/11/2023
Gain on settlement of liabilities subject to compromise (non-cash)$— $1,570.5 $— $1,570.5 
Fresh start valuation adjustments (non-cash)— 686.7 — 686.7 
Professional fees (cash)(8.0)(35.2)(8.0)(38.7)
Unamortized debt issuance costs (non-cash)— — — (124.6)
DIP premium (non-cash)— 32.6 — (384.4)
Debt make-whole premium (cash)— — — (91.0)
Lease rejection damage claim (cash)— (3.8)— (3.8)
Other (non-cash)— (0.5)— (0.6)
Total Reorganization items, net$(8.0)$2,250.3 $(8.0)$1,614.1 

Cash paid for Reorganization items, net was $4.7 and $107.2 for the Successor Period from August 12, 2023 through September 30, 2023 and the Predecessor Period, respectively.
The following table reconciles the enterprise value to the estimated fair value of the Successor common stock as of the Fresh Start Reporting Date:


Enterprise value$2,150.0 
Plus: Excess cash available for operations206.1 
Less: Fair value of Exit Facility(1,250.0)
Less: Net pension, post-retirement and other benefits liability(39.3)
Less: Other debt(13.9)
Less: Noncontrolling interests(13.9)
Fair Value of Successor Equity$1,039.0 


The following table reconciles the enterprise value to the reorganization value of the Successor’s assets to be allocated to the Company’s individual assets as of the Fresh Start Reporting Date:
Enterprise value$2,150.0 
Plus: Excess cash available for operations206.1 
Less: Net pension, post-retirement and other benefits liability(39.3)
Plus: Fair value of non-debt current liabilities1,398.3 
Plus: Fair value of non-debt, non-current liabilities225.0 
Plus: Deferred income taxes, non-current238.5 
Reorganization Value of Successor's Assets to be Allocated$4,178.6 
The adjustments included in the following fresh start condensed consolidated balance sheet reflect the effects of the transactions contemplated by the Plans and executed by the Company on the Fresh Start Reporting Date (reflected in the column “Reorganization Adjustments”), and fair value and other required accounting adjustments resulting from the adoption of Fresh Start Accounting (reflected in the column “Fresh Start Accounting Adjustments”). The explanatory notes provide additional information and significant assumptions with regard to the adjustments recorded and the methods used to determine the fair values.
PredecessorReorganization Adjustments
(1)
Fresh Start Accounting AdjustmentsSuccessor
August 11, 2023August 12, 2023
ASSETS
Current assets
Cash and cash equivalents$404.9 $(13.5)
(2)
$— $391.4 
Restricted cash60.8 — — 60.8 
Short-term investments13.9 — — 13.9 
Trade receivables, less allowances for doubtful accounts623.9 — — 623.9 
Inventories712.8 — 32.8 
(17)
745.6 
Prepaid expenses49.1 (3.5)
(3)
— 45.6 
Current assets held for sale9.9 — — 9.9 
Other current assets247.8 — — 247.8 
Total current assets2,123.1 (17.0)32.8 2,138.9 
Securities and other investments7.0 — — 7.0 
Property, plant, and equipment, net of accumulated depreciation and amortization120.3 — 46.2 
(18)
166.5 
Deferred income taxes— 70.3 
(4)
(10.8)
(19)
59.5 
Goodwill714.3 — (93.3)
(20)
621.0 
Customer relationships, net176.1 — 378.2 
(21)
554.3 
Other intangible assets, net45.1 — 320.0 
(22)
365.1 
Other assets256.8 — 9.5 
(23)
266.3 
Total assets$3,442.7 $53.3 $682.6 $4,178.6 
LIABILITIES AND EQUITY
Current liabilities
Notes payable$1,254.9 $(1,250.0)
(5)
$— $4.9 
Accounts payable461.0 — — 461.0 
Deferred revenue421.0 — — 421.0 
Payroll and other benefits liabilities159.2 (0.1)
(6)
— 159.1 
Current liabilities held for sale10.2 — 0.7 
(24)
10.9 
DIP facility premium384.4 (384.4)
(7)
— — 
Other current liabilities343.3 5.5 
(8)
1.5 
(25)
350.3 
Total current liabilities3,034.0 (1,629.0)2.2 1,407.2 
Long-term debt4.2 1,248.7 
(9)
0.8 
(26)
1,253.7 
Pensions, post-retirement and other benefits102.3 — (0.3)
(27)
102.0 
Deferred income taxes85.8 (26.4)
(4)
179.1 
(19)
238.5 
Other liabilities120.3 — 4.0 
(28)
124.3 
Liabilities subject to compromise2,232.4 (2,232.4)
(10)
— — 
Total liabilities$5,579.0 (2,639.1)185.8 3,125.7 
Equity
Diebold Nixdorf, Incorporated shareholders' equity
Predecessor common shares121.2 (121.2)
(11)
— — 
Successor common stock— 0.4 
(12)
— 0.4 
Paid-in capital; predecessor832.3 (442.3)
(13)
(390.0)
(29)
— 
Paid-in capital; successor— 1,038.6 
(14)
— 1,038.6 
Retained earnings (accumulated deficit)(2,204.8)1,659.4 
(15)
545.4 
(29)
— 
Treasury shares, at cost(586.4)586.4 
(13)
— — 
Accumulated other comprehensive income (loss)(320.0)(8.8)
(16)
328.8 
(29)
— 
Equity warrants20.1 (20.1)
(13)
— — 
Total Diebold Nixdorf, Incorporated shareholders' equity (deficit)(2,137.6)2,692.4 484.2 1,039.0 
Noncontrolling interests1.3 — 12.6 
(30)
13.9 
Total equity (deficit)(2,136.3)2,692.4 496.8 1,052.9 
Total liabilities and equity (deficit)$3,442.7 $53.3 $682.6 $4,178.6 



Reorganization Adjustments

(1) Represent amounts recorded as of the Fresh Start Reporting Date for the implementation of the Plans, including, among other items, settlement of the Predecessor's liabilities subject to compromise, distributions of cash, conversion of the DIP Facility to the Exit Facility, and the issuance of the Successor common stock.

(2) Changes in cash and cash equivalents include the following:

Payment of interest on the DIP Facility$(1.8)
Payment to holders of the 2024 Stub Unsecured Notes Claims(3.5)
Payment of lease rejection damages(3.8)
Payment of professional fees(4.4)
Net change in cash and cash equivalents$(13.5)


(3) Reflects the elimination of prepaid directors and officers insurance policies related to the Predecessor.

(4) Change in deferred tax assets and liabilities as a result of release of valuation allowance, partially offset by reduction of estimated tax attributes due to cancellation of debt.

(5) Represents the conversion of the DIP Facility to the Exit Facility and the reclassification of debt from current liabilities to non-current liabilities, based on the maturity of the debt.

(6) Reflects the acceleration and cancellation of unvested Predecessor stock compensation awards.

(7) Represents the issuance of Successor common stock to the settle the DIP Facility premiums.

(8) Changes in other current liabilities includes the following:
Accrual of professional fees$6.3
Accrual of German transfer tax5.0
Accrual of deferred financing fees1.3
Cancellation of unvested Predecessor stock compensation awards(0.9)
Payment of interest on the DIP Facility(1.8)
Payment of professional fees(4.4)
Net change in other current liabilities$5.5


(9) Represents the conversion of the DIP Facility to the Exit Facility and the reclassification of debt from current liabilities to non-current liabilities ($1,250.0) and recording of deferred financing fees ($1.3), based on the maturity of the debt.


(10) Liabilities Subject to Compromise were settled in accordance with the Plans and the resulting gain was determined as follows:

Debt subject to compromise$2,160.5 
Accrued interest on debt subject to compromise68.1 
Lease liability3.8 
  Total liabilities subject to compromise$2,232.4 
Less: Distribution of common stock to holders of First Lien Claims and Second Lien Notes Claims(654.6)
Less: Payment to holders of the 2024 Stub Unsecured Notes Claims(3.5)
Less: Payment of lease rejection damages(3.8)
Gain on Settlement of Liabilities Subject to Compromise$1,570.5 


(11) Represents the cancellation of Predecessor common shares at par value.


(12) Reflects the par value of Successor common stock issued to holders of the First Lien Claims and Second Lien Notes Claims ($0.3) and the DIP Facility premiums ($0.1), pursuant to the Plans.


(13) Change in Predecessor paid-in-capital reflect the following:

Cancellation of Predecessor common shares at par value$121.2 
Cancellation of Predecessor equity warrants20.1 
Acceleration of the vesting of Predecessor equity awards upon the Effective Date2.8 
Cancellation of Predecessor treasury stock, at cost(586.4)
Change in Predecessor paid-in-capital$(442.3)


(14) Represents paid in capital associated with the issuance of Successor common stock to holders of First Lien Claims and Second Lien Notes Claims ($654.3) and the DIP Facility premiums ($384.3), pursuant to the Plans.
(15) Net change in accumulated deficit includes the following:

Gain on Settlement of Liabilities Subject to Compromise$1,570.5 
Net deferred tax impacts on the effectiveness of the Plans96.7 
Elimination of unvested Predecessor stock compensation awards (liability classified)0.8 
Accrual of professional fees(6.3)
Elimination of prepaid directors and officers insurance policies related to the Predecessor(3.5)
Acceleration of the vesting of Predecessor equity awards upon the Effective Date(2.6)
Elimination of accumulated other comprehensive income related to interest rate swaps8.8 
Accrual of German transfer tax(5.0)
Net change in accumulated deficit $1,659.4 


(16) Represents the elimination of accumulated other comprehensive income related to interest rate swaps.


Fresh Start Accounting Adjustments

Amounts presented for "Predecessor Historical Value" represents the carrying value of the asset/liability prior to the implementation of the Plans.

(17) Reflects adjustments to inventory at its estimated fair value due to the adoptions of Fresh Start Accounting.

 Successor Fair Value  Predecessor Historical Value
Raw materials and work in process, net$226.4 $232.7 
Finished goods, net347.3 308.2 
Total product inventories573.7 540.9 
Service parts171.9 171.9 
Total inventories$745.6 $712.8 


(18) Changes in property, plant and equipment reflects the fair value adjustment due to the adoption of Fresh Start Accounting. The following table summarizes the components of property, plant, and equipment:
 Successor Fair Value  Predecessor Historical Value
Land and land improvements$21.5 $10.4 
Buildings and building improvements42.3 70.5 
Leasehold improvements6.1 17.4 
Computer equipment16.1 105.1 
Computer software5.9 128.7 
Furniture and fixtures17.3 55.9 
Tooling11.1 137.5 
Machinery, tools and equipment32.4 83.4 
Construction in progress13.8 12.2 
Total property, plant and equipment, at cost166.5 621.1 
Less accumulated depreciation and amortization— (500.8)
      Total property, plant, and equipment, net$166.5 $120.3 


(19) Adjustments to deferred income taxes for changes in financial reporting basis of assets and liabilities as a result of the adoption of fresh start accounting.

(20) Reflects adjustment to goodwill for the excess of the reorganization value of assets over the fair value of identifiable tangible and intangible assets.

(21) Changes in customer relationships reflects the fair value adjustment due to the adoption of Fresh Start Accounting.

(22) Changes in other intangible assets reflects the fair value adjustment due to the adoption of Fresh Start Accounting. The following table summarizes the components of other intangible assets:

 Successor Fair Value  Predecessor Historical Value
Capitalized software development13.8 260.4 
Development costs non-software32.2 50.4 
Tradenames and trademarks118.6 — 
Technology know-how160.8 — 
Other intangibles39.7 51.8 
Other intangible assets, at cost365.1 362.6 
Less accumulated amortization— (317.5)
Total intangibles, net$365.1 $45.1 
(23) Changes in other assets reflects fair value adjustments from implementation of Fresh Start Accounting. The following table summarizes the components of other assets:

 Successor Fair Value  Predecessor Historical Value
Cloud projects, at cost19.9 25.6 
Less accumulated depreciation and amortization— (5.3)
Cloud projects, net19.9 20.3 
Right-of-use operating lease assets102.2 89.6 
Right-of-use finance lease assets8.7 7.9 
Joint ventures30.3 33.7 
Pensions, post-retirement and other benefits71.3 71.4 
Other assets33.9 33.9 
Total other assets$266.3 $256.8 


(24) Reflects changes in the fair value of current liabilities held for sale due to the adoption of Fresh Start Accounting.

(25) Reflects changes in the fair value of operating lease liabilities ($0.8 increase) and finance lease liability ($0.7 increase) due to the adoption of Fresh Start Accounting.

(26) Reflects changes in the finance lease liabilities ($0.8 increase) due to the adoption of Fresh Start Accounting.

(27) Reflects the remeasurement adjustment to pensions, post-retirement benefits, and other benefits driven by changes in actuarial assumptions.

(28) Reflects changes in the fair value of operating lease liabilities ($6.2 increase) and other liabilities ($2.2 decrease) due to the adoption of Fresh Start Accounting.

(29) Reflects the cumulative impact of Fresh Start Accounting adjustments discussed above and below and the elimination of Predecessor capital in excess of par value and Predecessor accumulated deficit.
Customer relationships, net378.2
Other intangible assets320.0 
Other assets fair value adjustments9.5 
Property, plant and equipment46.2 
Inventories32.8 
Current Liabilities(2.2)
Long-term debt(0.8)
Pensions, post-retirement and other benefits0.3 
Other long-term liabilities(4.0)
Goodwill(93.3)
Fresh start valuation gain$686.7 
Deferred income taxes(189.9)
Fresh start valuation adjustment for noncontrolling interest(12.6)
Elimination of Predecessor paid-in-capital390.0 
Elimination of Predecessor other comprehensive loss(328.8)
Net Change in Accumulated Deficit$545.4 


(30) Reflects the fair value adjustment to noncontrolling interests in certain consolidated subsidiaries.