Ncr Voyix Corporation · NYSE:VYX
Ncr Voyix — NCR — Merger or Acquisition (September 2022)
23 slides from Ncr Voyix's merger presentation, Sep 16, 2022
Slide 1: NCR to Create Two Independent Industry Leaders
Exhibit 99.2 NCR to Create Two Independent Industry Leaders September 16, 2022
Slide 2: Notes to Investors: Forward-Looking Statements
Notes to Investors 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, pursua
Slide 3: Notes to Investors: Proposed Separation Risks
Notes to Investors • Proposed Separation: an unexpected failure to complete, or unexpected delays in completing, the necessary actions for the proposed separation, or to obtain the necessary approvals to complete these actions; that the potential strategic benefits, synergies or opportunities expect
Slide 4: Notes to Investors: Non-GAAP Measures
Notes to Investors NON-GAAP MEASURES. While NCR reports its results in accordance with generally accepted accounting principles in the United States, or GAAP, comments made during this conference call and in these materials will include or make reference to certain non-GAAP measures, including: sele
Slide 5: Update on Strategic Review Process
Update on Strategic Review Process • On February 8, 2022, NCR announced a Board-led strategic review process to evaluate strategic alternatives to maximize shareholder value • NCR evaluated a range of alternatives, including a whole company sale of NCR and opportunities in various individual segment
Slide 6: NCR Transformation
NCR Transformation 2018 Today Outcomes Culture change • Customer first • Employee engagement Hardware Legacy Software & Technology • Accountability and execution Product mix shift to software and technology Functional org model 2 Businesses with focus on HW, SVCS, SOFTWARE, Markets and Customers PRO
Slide 7: Strategic Rationale for Separation
Strategic Rationale for Separation • Creates two best-in-class companies Creates Two Leading • CommerceCo as a leading digital commerce business at the forefront of Independent secular evolution in retail, hospitality, and digital banking industries Businesses • ATMCo as the leading global ATM-as-a-
Slide 8: Creating Two Leading Independent Businesses
Creating Two Leading Independent Businesses CommerceCo ATMCo Independent Businesses Merchant Digital Retail Hospitality Self-Service Banking ATM Network Services Banking ~$4.0B ~55% ~$3.8B ~67% Attractive LTM Revenue LTM Recurring Revenue LTM Revenue LTM Recurring Revenue Financial Profile ~$0.6B ~1
Slide 9: CommerceCo Overview
CommerceCo Overview
Slide 10: CommerceCo Overview
CommerceCo CommerceCo Overview 1 LTM Revenue Composition Representative Customers Retail Merchant Services 2 % Digital Banking 14 % Hospitality Retail Hospitality 60 % 24 % Digital Banking ~$4.0B ~55% ~71% Revenue Recurring Revenue SW & Svcs. Revenue 1 Note: All financials reflect LTM Q2’22 figures.
Slide 11: CommerceCo Key Investment Highlights
CommerceCo Key Investment Highlights A global leader in integrated software platforms, services, and hardware across Leadership Position multiple attractive end markets and geographies Synergistic Similar software focus, technology platforms, and shared services drive Combination operating efficienc
Slide 12: CommerceCo Attractive Financial Profile
CommerceCo Attractive Financial Profile CommerceCo Financial Profile Selected Public Comparables Retail & Hospitality Digital Banking ~$0.4B ~$4.0B ~$0.6B LTM Free LTM Revenue LTM Adj. EBITDA 2 Cash Flow ~55% ~16% LTM Recurring LTM Adj. EBITDA ~9% ~6.0x ~12.8x Revenue Margin Median 2022E Median 2022
Slide 13: CommerceCo Growth Strategy
CommerceCo Growth Strategy 1 Win new customers and retain existing base through relentless focus on NPS and satisfaction 2 Optimize go-to-market strategy in specific areas to target large and growing TAM 3 Up-sell and cross-sell existing customers to full suite of NCR solutions 4 Accelerate “Run the
Slide 14: ATMCo Overview
ATMCo Overview
Slide 15: ATMCo Overview
ATMCo ATMCo Overview LTM Revenue Composition Representative Customers ATM Network ATM Network 30 % Self-Service Banking Self-Service Banking 70 % ~$3.8B ~67% ~78% Revenue Recurring Revenue SW & Svcs. Revenue Note: All financials reflect LTM Q2’22 figures. 15
Slide 16: ATMCo Key Investment Highlights
ATMCo Key Investment Highlights A global leader in self-service banking and ATM networks, with superior Leadership Position technology and scale compared to competitors Resilient Market Global cash usage and need for ATM access have remained resilient, supporting Characteristics stable revenue growt
Slide 17: ATMCo Attractive Financial Profile
ATMCo Attractive Financial Profile 2 3 ATMCo Financial Profile Strong Adj. EBITDA and FCF Generation ($bn) 70% 75% 66% 78% ~$0.5B ~$3.8B ~$0.7B LTM Free $ 0.7 LTM Revenue LTM Adj. EBITDA $ 0.7 1 $ 0.6 Cash Flow $ 0.6 $ 0.5 $ 0.5 $ 0.4 $ 0.4 ~67% ~18% LTM Recurring LTM Adj. EBITDA 2019A 2020A 2021A L
Slide 18: ATMCo Growth Strategy
ATMCo Growth Strategy 1 Continue winning new customers with differentiated and superior ATM solutions 2 Accelerate transition to recurring ATM-as-a-Service outsourcing model 3 Expand ATM network size and quality to drive more transactions on network 4 Expand ATM self-service and branch transformatio
Slide 19: Next Steps
Next Steps • The transaction is expected to be completed by the end of 2023 • The Board remains open to all strategic alternatives until the completion of the transaction, including a sale of whole company of NCR or individual segments • The Board’s sole focus is maximizing value for NCR shareholder
Slide 20: Supplementary Materials
SUPPLEMENTARY MATERIALS 20
Slide 21: 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 22: GAAP to Non-GAAP Reconciliation
GAAP TO NON-GAAP RECONCILIATION $ in millions Q2 2022 Q4 2021 Q4 2020 Q4 2019 LTM LTM LTM LTM Net (Loss) Income from Continuing Operations Attributable to NCR (GAAP) $ 78 $ 97 $ (7) $ 614 Pension Mark-to-Market Adjustments (118) (118) 34 75 Transformation & Restructuring Costs 127 66 234 58 Acquisit
Slide 23: Adjusted EBITDA, Capital Expenditures, and Free Cash Flow
Adjusted EBITDA, Capital Expenditures, and Free Cash Flow $ in billions Q2 2022 FY 2021 FY 2020 FY 2019 LTM EAC CommerceCo $ 0.6 $ 0.7 $ 0.6 $ 0.6 ATMCo $ 0.7 $ 0.6 $ 0.6 $ 0.7 Combined Adjusted EBITDA (non-GAAP) $ 1.3 $ 1.3 $ 1.2 $ 1.3 Q2 2022 FY 2021 FY 2020 FY 2019 LTM CommerceCo $ 0.2 $ 0.2 $ 0.