Cardtronics Limited (VYX) Earnings Call Transcript & Summary

Good morning. I'm Michael Nelson, Vice President, Investor Relations and Trader at NCR. Thank you for joining the call today to discuss NCR's proposal to acquire Cardtronics. Joining me on the call today are Mike Hayford, President and CEO; Owen Sullivan, COO; and Tim Oliver, CFO. We will not be taking Q&A after today's presentation. Before we get started, let me remind you that our presentation and discussions will discuss forward-looking statements. These statements reflect our current expectations and beliefs, but they're subject to risks and uncertainties that could cause actual results to differ materially from those expectations. These risks and uncertainties are described in our presentation and our periodic filings with the SEC, including our annual report. On today's call, we'll also be discussing certain non-GAAP financial measures. These non-GAAP measures are described and reconciled to their GAAP counterparts in the presentation materials and on the Investor Relations page of our website. A replay of this call will be available later today on our website, ncr.com. With that, I would now like to turn the call over to Mike.

Thanks, Michael. I'm going to turn to Slide 4. Before I start, let me just start with, typically, we would not respond to market rumors, as in this case, that came out last Friday. This has been a little bit different process. We felt it was important to update you on the strategic fit, why we feel that this is an acceleration of the strategy and the plan that we laid out on December 3 at our Investor Day, so we felt it was important. Just to get on, we're going to do a quick call this morning and share with you the strategic rationale of this transaction. We are not going to get into numbers. We're not going to get into numbers because we simply -- we don't have a deal right now. We have an offer on the table. We may not get the deal, so we're not going to get into a lot of details on numbers. We'll share a little bit at a high level of why we think this is financially very a strong deal for us, but we're not going to get into any details. And because of that, we're not going to get into any Q&A, so we will not be doing a Q&A today. Status wise, we got involved in December and submitted an offer at the end of December at $39 a share in cash. We are and have been doing due diligence. Owen is going to speak to that in a bit. The team that we've got literally working around the clock, working on the diligence process. It's a company we know very well, so that has helped with getting through diligence. And again, the -- there's some noise in the market that came on Friday and some questions around how does this fit with our strategy. That is what we're going to answer today. Rationale, we laid out a NCR strategy on December 3. This helps accelerated -- helps accelerate our strategic goals. It also helps accelerate our financial goals, and we'll speak a little bit to that. It's in markets. Cardtronics serve 2 markets. They serve retailers and they serve banks. It's the same markets that we serve at NCR today. The story, the message, the strategy around the rationale for this deal is going to literally come from the pages of our deck that we shared at Investor Day. We do believe, financially, and again, we're not going to get into a lot of detail today, but financially, we feel that this will be a very compelling opportunity for our shareholders. And then we have, for the most part, it's complementary products that we're adding on. We do believe there's some opportunity for some synergies, both cost synergies, but most importantly, some revenue synergies of products that we can take jointly into the market and make ourselves a stronger competitor by putting the 2 organizations together and cross-selling into the 2 markets we both serve today, the banks and the retailers. Cardtronics, they're transaction processors, so they -- their revenue streams are transactions. It's recurring revenue. It's subscription revenue. They drive mostly payment transactions through ATMs, either on behalf of their own devices or they do that for banks on an outsourced basis, where they'll take over the platform and operate for banks or credit unions. And on top of that, they connect, what they do with the retailer and with the banks, with a debit network. They use that debit network. It's called Allpoint as a surcharge-free network to help extend and differentiate themselves in the market. Going on to Page 5, this is something we shared at Investor Day. It's been very consistent for the last -- over 2 years now. Our strategy stays the same. This is very consistent with that strategy. This is a play to enhance our software and services. The revenues that would be coming in would be software and services revenue. There would be no additional hardware revenues as part of this transaction. It's recurring revenue, so it's again transaction fees, it's surcharge fees, it's intercharge fees, it's subscription fees for helping to operate and manage the network for banks. And then it is a margin enhancer. So their margin today is greater than ours been, but on top of that, we do believe there will be some opportunity for synergy that will take the margin that we're operating and move it closer to that 20% goal that we've outlined in our 80/60/20 strategy. The rationale, the key points here. So we laid out in December, NCR as-a-Service, so the ability to go up stack, do more value-added services on top of what we do today with both banks and with retailers. In the banking arena, what we called ATM as a Service, we feel that banks are going to start to migrate and look for a provider that can do more of the functions, not just the hardware, not just the break/fix service, not just the software, but also drive the ATM, do the terminal handling, do the switching to the routing and do the full service end-to-end. We believe that's where the market will be going. We are moving in that direction. This will accelerate that strategic initiative. Secondly, again, they have a debit network as part of their portfolio. We believe that would enhance our payment offerings that we have gotten into the market with JetPay as a merchant acquiring. We also obviously have a very strong gateway product. This will help us create additional products that we can use to connect our retail base with our FI base. Third, Tim is going to spend a little bit of time on, this would scale up our company, our rev, our earnings and also our cash flow. So we think it would help scale and create a stronger NCR. It advances our 80/60/20. It advances the percent of software and services revenue, the 80% target. It advances the percent of recurring revenue, and it advances our EBITDA margin, accelerates us on that path from what we laid out at Investor Day by up to a couple of years faster than we had originally shared. And lastly, on an EPS basis, it is accretive to our NCR numbers today. Just again summarizing kind of the key points. If you take a look at what Cardtronics would bring to an NCR portfolio, we're going to do the transaction as we've gone through diligence. We're going to work the numbers, and we will have opportunities with some savings to financially make this a very strong financial transaction. But the real reason for this transaction is the strategy, the synergies on the revenue side that will allow us to compete stronger in the marketplace, again, as a service company on the banking side with ATM as a Service. We also think there's an opportunity on the retail side to roll out some products to our retail customers as well as the existing Cardtronics retail customers. There's a fair amount of overlap in that customer base, but the products that we can bring to market together, we think, will allow us to obtain more wallet share, more market share, do more full function offerings in retailers as well as the banks. And then monetizing payment transactions is the ability to have a debit network and connect our retailers with our banks on a full function basis. And then on the right-hand side is just talking about how do we accelerate the metrics. Again, there is no hardware revenue as part of this transaction. It's software and services revenue. It is recurring revenue we're adding. They operate at a higher EBITDA margin today. And with the synergies, that will accelerate the existing NCR EBITDA margin forward closer to the 20%. So again, all -- it's repeating what we said December 3 in terms of where we want to go. This is an opportunity that would accelerate those initiatives and financially be accretive very soon out of the box. NCR as-a-Service strategy, this is another slide we shared on December 3 and it's focused on the ATM. So ATM as a service, we call that, we did a couple of slides. Again, we believe that in this marketplace, credit unions, banks are starting to look at ways that they can leverage a third-party provider to do the full service function. We do believe that in the banking environment, banks are finding ways to reduce their footprint and their cost principally through reducing branches. We also have seen that when they're reducing branches, they're replacing that with full-service ATMs to deliver that teller functionality or that branch functionality with a full-function ATM. So that market, we believe, is going to grow and move to having maybe a full-service outsourcing model, which, clearly, we're starting to do today. This would accelerate that move with Cardtronics. On the picture on the right, we had shared with you on December 3, here's the components of taking some of the things that we do today, adding more services. We've highlighted 3 things that Cardtronics does today, including terminal driving, transaction processing and network switching. Those are things that we would add quickly with this acquisition. It would give us a full stack suite very quickly in the marketplace and we believe would allow us to grow that business, again, the revenue synergy in a very solid way on the ATM side. It also would take that business. So it'd be very much shifting what is now an upfront sale process, turn it into a subscription business where we're providing a full stack on a either transaction basis or a subscription basis in that market for banks. And then, obviously, as Cardtronics says it today for retailers, so really moving to transactions and subscriptions and away from just a plain old ATM hardware business that we have had historically. On this slide, this is actually a slide from the November Cardtronics Investor Day where they went on to talk to the market, just thought I'd share this. As you -- and of course, we added the NCR in the middle here. But they serve the same 2 markets we serve today. They serve retailers, and they serve banks and fintechs, including some of the new challenger banks who are -- need a way to get access to physical assets to deliver to their customer base. So we believe with our combined focus on these 2 market sets. And then in the middle, connecting with the Allpoint debit network, we would have a very strong offering to bring new products to the market, again, to connect payment products, but also to use that Allpoint network, the surcharge-free network, to create an opportunity as we go into our bank market and sell ATM as a Service. So this just kind of shows you how their strategy and what they're doing with their 2 markets aligns very closely with what we are doing at NCR. I'm going to turn it over to Tim. He's going to share a little bit about the numbers and the metrics. Again, we're not going to get into a lot of detail today, but we thought it would be important to share with you enough information so that you can understand the financial impact here. Tim?

Yes. In fact, this will be a chart we fill out for you when we're able to do so. I'll just start by saying this is a deal that a CFO can like. First, with cash flow generation, both Cardtronics and NCR made significant progress in cash generation and cash conversion over the last 12 months. In fact, you've seen our performance over the last 3 quarters, and I'll tell you that our fourth quarter is every bit as good as we would have thought. So our revolver balance is down to 0, I think, last night. We've made good progress. We're in good stead. Our balance sheet is ready, and those cash flow improvements on both sides of this transaction should carry forward. We can then delever relatively quickly. I think, in the first 18 to 24 months of this full months of this transaction, we can likely get back down to leverage levels that are similar to where we are today, but we will have to be very disciplined in the way we allocate capital. We will -- we plan to do exactly that if we're successful. This deal has all 3 flavors of synergies. It has revenue, cost and cash flow synergies. And we're doing an awful lot of work right now to size those synergies. They're appropriate to a transaction of this size. They'd be about what you'd expect, and they're helpful in getting the transaction done on an accretive basis. The next point says just that, the EPA will be accretive to EPS, and we'll be very descriptive of that if we're successful. And then lastly, on 80/60/20, Mike suggested earlier that this will pull things forward. In fact, right out of the gate, we'll add 4 or 5 points to several -- the first 2 metrics on the revenue side and pull our margin rate up just because they currently have an EBITDA margin of about 23%. Just folding them in before we even execute on the synergies, it will be accretive to EBITDA margin rate. And this is a chart that we used twice in our earnings release on December 3. We started -- I started with it, I ended with it. Mike, if you hit the button one more time. All I wanted to do is say things will change, and they'll change for the better in all 4 quadrants of this chart. We talked about an approximate 5% growth rate organically over the next several years for NCR. That growth rate -- their growth rate is -- we think will be about that organically in the absence of a transaction. With it, we think the 2 of us could have an organic growth rate in excess of 5%. From an EBITDA margin perspective, margin will accrete for 2 reasons: one, because their margin rate currently is higher than ours; and secondly, because we will execute on cost synergies that help both of our margin rates get higher. On free cash flow on the bottom, $3 billion of cash generated over that period of time to both delever and to redeploy the 2 strategic growth between the 2 of us. That number is a little bit higher than you might have extrapolated from the previous chart simply because we've added a little more discipline on what we would otherwise invest in to help us delever relatively quickly. And then lastly, as Mike said, from an execution perspective, this pulls our strategy forward by almost 2 years and allows us to get to the 80/60/20 metrics we talked about that much faster. So a deal that we look forward to further negotiations and hope that were -- it would be successful. So Mike, it's all I got.

Thanks, Tim. So again, not a ton of numbers. We're still in the offer mode, the negotiation mode, the diligence mode, as Tim referred to. If we were to get to end of job, we would fill in those numbers and share the details. We wanted to give you a flavor for, we do think this could be a strong financial transaction. So just in closing on next steps, so we are -- so again, we've got an offer on the table. They have another transaction, as you would be aware that they've already signed. We are in the process of doing diligence, and so we've got some work to do to get to end of job. We may not get to end the job, but we're going to work hard to get there. I'm just going to Owen comment briefly on the efforts we're doing on diligence and then the efforts we would do preparing for an integration.

Sure. Good morning, everyone. So we've had about 70 people from our team in the data room working on the due diligence process. As both Mike and Tim commented, our focus is on the cost synergy. That's the basis for the business case that we've put forward. We clearly see, and we have our entire team on the banking side, David Wilkinson from the retail side, Brian Dugan from payments have their teams looking at revenue synergy, and we have the confidence that -- to Tim's point, that we see this as a lift to the combined growth rates that we're seeing, but it's about cost. And so we've got over 70 of our people involved in that process today. We have engaged some ex-employees from Cardtronics that are helping us with some insight. This is a public company. It's also a great client of ours, so we have really good working relationships with them. We understand their business. And as we look at this, most importantly, this is part of our knitting. NCR is in this space of ATM. As we talked, we believe this -- there's a shift happening as banks, in particular, shift their infrastructure costs and want a more efficient operation. ATM as a Service fits that bill significantly. On the retail side, we're seeing the application of the opportunities here on a large-scale basis. So our focus is on the cost. We believe, everything from distribution to warehousing, our services platform will bring cost efficiency to the table. So as we continue over the next week or so working through the data room, our confidence is our team is familiar with this space, not only NCR folks, but as many of you have mentioned, we've brought a lot of people with us from prior lives who drove ATMs, who have been in the payment space. So this is an area that we're comfortable. We know where to go, where to ask and to get through this due diligence. So we feel like we're on the right path. It's a lot of work. Appreciate all the effort from our teams, but we think we have a pretty good handle getting to the cost synergies that we need to identify.

Thanks, Owen. And as Owen referenced, a lot of us have done deals of this size and magnitude in our past lives, and we actually have a very strong team of executives who have been with us now for a couple of years who are really able to jump in and dig into not only the diligence, but also would be the integration. So a recap, so 3 things to keep in mind, strategic fit, why this is of interest to NCR. Number one, it accelerates our ATM as a Service strategy. So the ATM as a Service strategy we outlined on December 3, this will accelerate our ATM as a Service strategy. Number two, it provides an opportunity to cross sell into the retail customer base that we have and that Cardtronics has and leverage the Allpoint debit network that Cardtronics has. So cross sell into the retail marketplace and leverage the payment network. That would be number two. And number three, on all the financial metrics that we have laid out as our strategy, 80/60/20, the mix of software and services, the percent of recurring in our EBITDA margin, all 3 of those metrics would accelerate forward as part of this transaction. Net-net, our strategy is not changing. This is an accelerant of the strategy that we laid out on December 3. We're excited about the opportunity, but we do not have a deal yet. And again, it's a little unusual in the timing. We felt it was important to share why this fits with the strategy we've laid out. We have an offer. We're in the middle of a process to try to get to end of job. Hopefully, we can get to end of job. But whether we get to end of job or don't get there, it's the same strategy. We're going to stay consistent with the strategy we outlined on December 3. So hopefully, that gives you a sense of why we are pursuing this combination and why we feel it's a great strategic asset with a lot of financial positive impacts very quickly. With that, we're going to sign off today. Thank you for joining us this morning. We do not plan, obviously, to give you updates on what happens until something were to be completed, if, in fact, we were to get there. Thank you.