Ncr Voyix Corporation · NYSE:VYX
Ncr Voyix — NCR — Merger or Acquisition (January 2021)
27 slides from Ncr Voyix's merger presentation, Jan 25, 2021
Slide 1: NCR and Cardtronics
MICHAEL HAYFORD, PRESIDENT & CEO OWEN SULLIVAN, COO TIM OLIVER, CFO January 25, 2021 NCR and Cardtronics Exhibit 99.2
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS. Comments made during this conference call and in these materials contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harb
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It. This communication may be deemed solicitation material in respect of the proposed acquisition of Cardtronics by NCR. This communication does not constitute a solicitation of any vote or approval. In connection with the proposed transaction, Cardtronics pl
Slide 4: Transaction Overview
Transaction Overview Closing Consideration Financing Strategic Rationale Expected close mid-year 2021 Clear path to closing, subject to Cardtronics’ shareholder and customary regulatory approvals $39.00 in cash for each share of Cardtronics common stock Represents $2.5 billion transaction value … $1
Slide 5: NCR Investment Thesis
NCR Investment Thesis NCR shareholder value creation will be driven by: Mix shift to software and services Recurring revenue growth Higher margins from mix shift From December 3, 2020 NCR Investor Day
Slide 6: NCR: A Global Leader
NCR: A Global Leader NYSE: NCR, Fortune 500, ~$6.2 Billion 2020 revenue 36,000 employees serving clients in 180 countries Headquarters: Atlanta, Georgia A leading software and services-led enterprise provider for the vertical industries we serve HOSPITALITY RETAIL FINANCIAL Revenue 2020 ~$6.2B 72% S
Slide 7: Cardtronics Snapshot
Cardtronics Snapshot* Cardtronics is the world’s largest non-bank ATM operator, with operations in 10 countries across 4 continents ~2,000 Financial Institution Relationships, including 9 of the top 10 largest U.S. retail banks 60+ Million Cardholders with access to Allpoint surcharge-free network 8
Slide 8: Strategic Rationale: Accretive to non-GAAP EPS
Accretive to non-GAAP EPS in the first full year … approximately 20-25% per share Accelerates NCR-as-a-Service strategy Advances NCR’s 80/60/20 targets: 80% software & services mix, 60% recurring revenue, 20% Adj. EBITDA margin Enhances NCR’s scale and cash flow generation Expands payments opportuni
Slide 9: Accelerates NCRaaS Strategy & Expands Payments Opportunity
Accelerates NCRaaS Strategy & Expands Payments Opportunity NCR & Cardtronics combo creates: As-a-Service Company with Scale and installed base Proven model Complementary customers and regions Ability to Monetize Payment Transactions Combining network with NCR addressable market Accelerates: All thre
Slide 10: Cardtronics Platform to Penetrate a Broader Market
Cardtronics Platform to Penetrate a Broader Market Differentiated by an unrivaled network and a broad suite of products and solutions Source: Cardtronics public investor presentation From Cardtronics public investor presentation Solutions FI Partners Retail Foundation Allpoint Allpoint+ ATM Mobile C
Slide 11: NCR Platform to RUN Banking, Store and Restaurant
NCR Platform to RUN self-directed banking, RUN the store, and RUN the restaurant Hospitality Retail Banking
Slide 12: Accelerates NCR-as-a-Service Strategy
Accelerates NCR-as-a-Service Strategy and… Accelerating digitization of banking requires a reconfigured cash infrastructure Capitalizing on banks’ transition towards ATM operations outsourcing and branch rationalization Offering a full suite of self-directed banking solutions ATM-as-a-Service ATM bu
Slide 13: Cardtronics' Debit Network Connects Retail and Bank Customers
Cardtronics’ debit network will allow NCR to connect retail and bank customers Value of the Network Retailers FI / Fintech Surcharge-Free Network Bank Branding + Consumer Loyalty / Volume Drives customer growth & loyalty Consumer Convenience Drives more store traffic and lower branch traffic More FI
Slide 14: Cash Usage Remains Strong and Growing Across our Markets
Cash Usage Remains Strong and Growing Across our Markets Total U.S. cash in circulation exceeded $2 trillion in August for the first time, growing >10% YoY every month since May U.S. cash in circulation grew 15% year-over-year in September 20201 Order for currency notes by the Federal Reserve Board
Slide 15: Consumers Trust and Continue to Demand Cash
Consumers Trust and Continue to Demand Cash Cardtronics’ U.S. same-store1 cash dispensed was up 13% year-over-year in Q3 Current consumer sentiment supports cash use2 Underbanked consumers are increasing cash use within their overall payments mix 77% of consumers agree/neutral with statement “cash i
Slide 16: Opportunity for Significant Value Creation
Opportunity for Significant Value Creation Cash Generation Profitability and Revenue Synergies Non-GAAP EPS Accretion Accelerates NCR 80/60/20 Strategy Anticipated cost savings of $100-$120 million Full run-rate cost synergies by late 2022 Opportunity for revenue synergies (e.g., cross-selling, acce
Slide 17: Substantial Profitability Synergy Opportunity
Substantial Profitability Synergy Opportunity Operating Costs Corporate SG&A Estimated savings of $100-$120 million annually
Slide 18: Revenue Synergies Represent Significant Upside
Revenue Synergies Represent Significant Upside Potential to add 200 bps to long-term growth rate Banking Growth Accelerators Payment Growth Accelerators Retail Growth Accelerators ATMaaS acceleration Allpoint network opportunities Sales distribution GEO expansion Innovative transaction payment offer
Slide 19: Initial Pro Forma Net Leverage of 4.5x
Initial Pro Forma Net Leverage of 4.5x (excl. pensions liability and preferred equity and incl. synergies) Includes financeable run-rate synergies Incremental debt: ~$2.6 billion Targeting < 3.5x net leverage by end 2022 Expect similar debt ratings Intend to Reduce Leverage Quickly 2021E 2022E 2023E
Slide 20: NCR 2020-2024 Financial Objectives
NCR 2020-2024 Financial Objectives REVENUE FREE CASH FLOW 2018 2019 2020 2024 Software & Services Revenue 68% 65% 72% ~80% Recurring Revenue 46% 46% 54% >60% Adj. EBITDA Margin 15% 15% 14% ~20% STRATEGIC EXECUTION ADJ. EBITDA MARGIN % Accelerates achievement by ~2 years Expect >20% in 2022 >5% growt
Slide 21: NCR Q4 Earnings Report Preview: Financial Results
NCR Q4 Earnings Report Preview: Financial Results Prior Q4 Guidance: Revenue: Modest sequential improvement with similar revenue mix Adj. EBITDA Margin: Margin rate similar to Q3 Free Cash Flow: $100-150 Million Preliminary Results: Revenue: Up 2-3% sequentially with 6% growth year over year in recu
Slide 22: NCR Q4 Cost Actions and Restructuring
NCR Q4 Cost Actions and Restructuring Cost Actions: Temporary Covid cost actions replaced with permanent reductions Total actions expected to exceed $150 Million in annual benefit in 2021 Turning attention to integration of Cardtronics and attainment of synergies in 2021 Results to be reported on Fe
Slide 23: Next Steps
Next Steps Begin regulatory filings to receive regulatory approvals Cardtronics files proxy statement for shareholder approval Commence integration planning Estimated close in mid-year 2021
Slide 24: Supplemental Materials
Supplemental Materials
Slide 25: Non-GAAP Measures
NON-GAAP MEASURES While NCR reports its results in accordance with generally accepted accounting principles (GAAP) in the United States, comments made during this conference call and in these materials will include non-GAAP measures. These measures are included to provide additional useful informati
Slide 26: GAAP to Non-GAAP Reconciliation: Adjusted EBITDA
GAAP TO NON-GAAP RECONCILIATION ADJUSTED EBITDA FY 2018 FY 2019 Net Income from Continuing Operations Attributable to NCR (GAAP) $(36) $614 Pension Mark-to-Market Adjustments (45) 75 Transformation & Restructuring Costs 223 58 Acquisition-Related Amortization of Intangibles 85 86 Acquisition-Related
Slide 27: GAAP to Non-GAAP Reconciliation: Free Cash Flow
GAAP TO NON-GAAP RECONCILIATION FREE CASH FLOW 2020E Cash provided by Operating Activities ~$142M Total capital expenditures ($63M) Cash used in discontinued operations ($4M) Pension contributions $70M Free Cash Flow ~$145M