NCR Voyix Corporation (VYX) Earnings Call Transcript & Summary

Good morning. I'm Michael Nelson, Vice President of Investor Relations and Treasurer at NCR. Thank you for joining the call to discuss NCR's definitive acquisition agreement to acquire Cardtronics. Joining me on the call today are Mike Hayford, President and CEO; Owen Sullivan, COO; and Tim Oliver, CFO. Before we get started, let me remind you that our presentations and discussions will include 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 like to now turn the call over to Mike. Mike?

Thank you, Michael. So we're going to try to go through this relatively quickly today. We've got a fair number of slides we're going to go walk through. Some of it is going to be a repeat to what we shared on January 11. With some updated numbers, we'll highlight the updates, and then we will take some Q&A. I just want to start with the whole team at NCR is very excited about this merger, this opportunity to combine with Cardtronics. And although the process was probably not a typical process for us, the opportunity to merge with Cardtronics is something that we have looked at in the past strategically and thought through how that would help elevate our company. So we're very pleased with the outcome and the opportunity to complete that transaction. I would just start with a thank you to Ed West and his entire management team at Cardtronics the last 3 weeks, where we've done our diligence work. They've been extremely supportive, very helpful, really, really a great team, and they've built a very, very good business. I'm going to start on Slide 4 with just a brief overview of the transaction. Again, it's a $39 all-cash transaction. Tim will cover some of the metrics on that. We do expect it will close around midyear. We've got, obviously, the regulatory filings that we have to get through. We do have the financing all lined up. We've talked about the strategic rationale last time, so I won't spend a lot of time, but it is very consistent with our strategy. NCR as a service is consistent with our strategy to drive our business into software and services, and it's consistent with our strategy for recurring revenue and improved EBITDA margin. The company combined, just to give you a sense of the scale, roughly $8 billion in revenue and $1.6 billion in adjusted EPS when we've put it together, and we've implemented our cost synergy activities. This next slide, again, is what we had shared at Investor Day, we just highlight, again, this is consistent with our 80/60/20 shift to software services, shift to recurring revenue streams. Cardtronics is transaction fees, it's subscription fees, 100%. It does not include any hardware. So all those -- and it operates, it will create accretion to our margin right out of the chute with a higher margin. This is just a brief summary. For those of you that don't know NCR, size and scale, the right-hand side, again, is really just a summary highlight of our December 3 Investor Day, kind of hitting the transactions highlight of who we are, what we do and where we're focused as a company. On the next one, Cardtronics. So they bill themselves as world's largest ATM transaction process. We really look at them as a payment company, they deploy ATMs to do transactions on behalf of customers or for themselves, and they collect transaction fees, surcharge fees, interchange fees. They have a big fleet, and then they manage even more ATMs, very, very consistent and synergistic with our goals to be more of an ATM as a Service provider instead of selling the components, bundle up and sell transaction, sell subscriptions to banks and then to serve the rest of the marketplace. If you look at who they serve today, 8 of the top 10 U.S. retailers, I'm going to show you a chart that highlights some of the customer base. And then I can show you -- try to highlight our customer base, tremendous opportunity to cross-sell. There's some common customers, and then there's other customers that will have great opportunity to go in and cross-sell each other's products. They have over 2,000 financial institutions. Obviously, we have a very large financial institution footprint. This will give us a product that we can go in and sell to financial institutions around ATM as a Service as well as the all-point surcharge-free network, which we think is a key differentiator going forward for NCR. In that network, they have over 60 million cardholders who have the Allpoint network on their debit cards. We think that's very important. We think we can expand that with our reach into the financial institutional market. Again, their financial summary on the page there. 1.3 -- this is 2019 numbers, $1.35 billion of RAV adjusted EBITDA just over $300 million and then free cash flow of $150 million. Our strategic rationale, again, we did share this on January 11, just to highlight that this transaction fits really nicely with the strategy that we had outlined as a company. ATM as a Service, in particular here, what we can do with ATM as a Service, there's also a big play in the retail side of what we can do to offer services around cash management and payments. Our scale, Tim is going to cover what it means for the scale of our company, not just our revenue, but also for our EBITDA, if, most importantly, our cash flow. It advances our 80/60/20, roughly 2 years. So almost by 2 years, it pulls forward our ability to get to those strategic metrics. And then what we've added to this is the accretion, 20% to 25% per share EPS accretion going forward. Again, this is -- we'll highlight where we think this is -- drives value to our company, how it fits in with what we're doing going forward. It is a transaction that -- although it's accretive. Tim will hopefully use his famous words that it's a deal that even the CFO can like. But more importantly, it's a deal that the COO can like because of the opportunities on the business side, on the revenue synergy side. So Owen's going to cover that this morning as well. Just a quick glance at their customer based, a lot of blue-chip names, both on the retail side and on the bank side. So if you look at their customers, it's the same markets that we serve today. Again, there's some overlap, like a Speedway or Circle K or Kum & Go, U.S. Bank, a Cap One, a P&C. So you see some overlap, but you see some other customers that they have that we may not have, that we can also go in and sell additional products. So you can see the product set on the top, servicing both retail marketplace as well as banks. Those are the products that we will aggressively take to market and have plans to grow. We just added a chart of our customers. So you get a sense effectively on the retail side, these customers are customers that would be interested in the Cardtronics product set today. And on the bank side, obviously, what we can do to add capabilities around ATM as a Service and to add the Allpoint network. So complementary customer bases and an opportunity really for driving additional revenue growth. This is just highlighting the product set. This was a slide we shared on Investor Day. We had highlighted ATM as a Service as a strategic initiative. So in the bank space, we see 2 drivers of that business, both of them, quite frankly, driven by the need for banks to be more efficient, for them to take out costs and to serve their customers in a digital-first world more effectively going forward. So one dimension is, instead of operating and driving ATMs, we do think there's going to be more of a push to outsource that function. That's what we deem ATM as a Service. And combined, we believe we'll have a very solid offering in the marketplace. And then secondly, we do see banks leveraging full function ATMs to enable them to consolidate branch footprint and then still deliver options and deliver functions via that ATM that maybe in the past were delivered via branch. In today's world, that's all connected to the digital platform. So we see those 2 trends as driving additional growth in the bank market for ATM offerings. This is a chart that we pulled out of -- we've modified it slightly with putting our logo in the middle, but this is a chart directly out of Cardtronics Investor Day that they did in November. Again, speaks to the 2 markets that we serve, the bank market, the financial institutional market and the retail market, retail/hospitality customers and then combining and connecting them with that Allpoint network. We added a couple of slides. These are right from Cardtronics Investor Day. Just to highlight that cash is still a critical part of the payment infrastructure. There is a percentage of the population globally that still prefers to use cash and continues to use cash. You can see even in the pandemic, the amount of currency out in the industry -- out in the marketplace has increased. The chart on the right is a great illustration that it's a decent size of the pie. We obviously participate in debit or credit. We will participate even stronger with the debit side with the Allpoint network, but cash is still an important piece that retailers and banks need to service. So this gives us the opportunity to do that very effectively. And this is just some survey information, again, from Cardtronics Investor Day. that cash is still being used. There's a segment of the marketplace that uses cash as their primary vehicle for doing transactions. We had shared this slide, so I'm not going to go through the whole thing, but this is just the value creation slide summary. We added a couple of key points. One is anticipated cost savings of $100 million to $120 million per year. So on a run rate basis. We do think we'll get there in the next 18 months. So assuming a mid-'21 close to the transaction, the merger will then, by the end of '22, feel we'll have that synergy. Owen is going to go through it, but most of the synergy is not -- revolves around people. This is combining our operations, combining our footprint, combining our real estate, combining our operations. So there's a lot more operating synergy, vendor costs, infrastructure, on top of some of the corporate overhead costs you typically associate with the merger of this type. And then again, on here, we just highlight 20% to 25% EPS accretive very quickly out of the chute. On the right-hand side, this is a pro forma when we put the companies together, approximately 74% software and services. Again, the revenues that we're picking up in the merger are mostly services revenues. There are no hardware revenues. So that increases that number. They are recurring revenue. So that accelerates our shift towards our 60% goal. We think we get very close to that quickly. And then again, they operate a higher EBITDA when we add in our synergies, we're very quickly approaching that 20% target. I am going to turn it over to Owen, just to kind of speak to the last 3-week work that we did on the diligence and the synergies.

Yes. Thanks, Mike. I think after 3 weeks, we walked away thinking about the profitability synergies. I know a lot of focus gets put on cost as it should. And as Mike said, it's a deal the CFO likes, I will tell you, it's a deal, the COO and the entire team is really excited about. The last 3 weeks have been very intense. I want to thank Ed as well and other members on the team from Cardtronics, Stuart, Dan, and their whole organization has been phenomenal in working with us. I think I mentioned on the 11th of January, we had more than 70 people as part of our due diligence. This is a team that's been through a lot of these transactions, over 50 in our collective careers together. We brought a -- one of our leaders back, Don Layden, who has led this initiative. So we really have been fortunate. We had 3 former C-suite members from Cardtronics as part of the due diligence team. So we feel like we've really gotten our arms around the issues in a short amount of time. And recall, Cardtronics has been an outstanding client of NCR's for a number of years. So we know them. We know their business and so we walked in with momentum into the due diligence. And we walked out really feeling good. And as Mike said, as we look at Part A of the profitability synergies on the cost side, we're really looking at it in the 3 buckets of operating costs. And as we've been able to go in and look at things from real estate to our service parts management, the warehousing, our supply chains that overlap and can be leveraged along with what we found in the corporate structure, no longer having 2 public companies and the costs associated there, duplicate IT systems, along with other corporate duplication of costs. We feel really good about the $100 million to $120 million. I think we walked in, understanding we could do less than that. But I think as we walk away $100 million to $120 million. And what we have reminded ourselves consistently, this is a growth strategy for us. So as we look at the SG&A, I'm sure there will be some duplicate resources, but that's not where the cost savings are coming from. Our excitement about Cardtronics is the talent that, that team brings, that experience and that expertise that really does accelerate us into the ATM as a Service and the overall as a service model as we push forward. If we look at the synergies side of the house, and be aware, we did not include any incremental revenue synergies into the business case that justified the transaction. So we looked at transaction strictly from the combination of the entities, the cost of $100 million to $120 million out. But our enthusiasm for the business really falls into all 3 areas of our business -- actually, the 4, banking where Mike's talked about the acceleration of ATM as a Service, the ability to leverage the Allpoint network, the combined distribution, sales distribution channel as well as geographic expansion. We really are excited about where that momentum is and where it will take us. The payment side of the house, we can take the credit that we have within our own business and add to it, the platform and the debit side. And the card issuing part that is now part of the repertoire of the combined company and are very excited about where we take payments across the board into hospitality and to the retail side. And on the retail side of the house, we really think that the opportunity to collaborate and leverage the combined footprint and set of offerings into the convenience fuel and retail as well as the rest of the retail space is significant when we look at areas like cash management, some of the other ATM services that are available to us. So as we think about the business, it's a profitability synergy, we feel very good that we've identified costs we can get very excited about the growth, and we see these real significant potentials that will drive about 200 basis points of growth over what we had walked into the transaction, anticipating on our own. So very excited about where we are. Lots of work to do, but we feel like we're in good shape as we arrive today. Tim?

Can I drive, Mike?

Yes.

So this is a deal that the CFO and CEO and COO, can like. It's a -- and when we execute against the synergies that Owen just described it's going to be a terrific deal. The only thing that makes me a little uneasy is the level of leverage that we need to get to, to get this transaction done, and we're committing to get that reduced as quickly as possible and using the synergies just described to help us get there. Right now, the financing is fully committed, as Mike said. We're presuming that the debt package will be all secured. That it will be a combination of term loans and some bonds and an average rate of about 4.25% to get that done. Just for context perspective, we have no current borrowings against our $1.1 billion revolver. So that -- there's plenty of capacity there. And in fact, we have $250 million of cash on the books currently. So -- and as you'll recall, our debt stack, there are no refinancings necessary until we get to 2025. Our pro forma leverage coming out of -- into the transaction is about 4.5x when given credit for synergies, backward looking, which is a common practice in deal accounting, that gets you to 4.3x and against our debt agreement, we're at 4.6x. So I think a range of 4.3 to 4.6x. All of those will get under 3.5x by the time we get to the end of 2022. That improvement will come about 35% from the repayment of debt from free cash flow generation and the other 2/3 will come from higher EBITDA. We've got some work to do with the rating agencies. This is a big piece of debt. We're relatively confident we can walk them through this transaction, convince them that there's no need to downgrade the debt. We do think if there's a temporal downgrade, we'll recover quickly, and we do not expect it to affect our borrowing costs. You've seen this chart a lot of times, we used it 2 weeks ago, and I'll just give you a little more detail as to what's in those yellow boxes. First, as Owen said, the synergies from a revenue perspective could be incredibly powerful. Now we think we'll be north of 5% growth over this period of time, just because we believe our growth rate is about 5% and Cardtronics growth rate coming out of the COVID pandemic actually looks to be greater than that 5%. So taken together, we will naturally, from combination, be north of 5%. And I think those synergies that Owen just talked about, when they add another 1.5 to 2 points of growth to that, it will be a pretty powerful story. On the EBITDA side, as Mike said, their EBITDA margin rate is already around 23%. When added to ours, therefore, it pushes us close to 19% in 2021 alone. And by the time we get -- exit 2022, we will be as a total company, north of 20%, headed to something better than that. From a free cash flow perspective, we think greater than $3 billion of free cash flow generated over this period of time to delever the balance sheet and to redeploy the growth is the right number. When you think about all of the EBITDA that will be generated over that period of time, and you think about the conversion of net income to free cash flow, I've only presumed in that plus $3 billion number, about a 95% conversion rate. And this year, for instance, we'll be well north of $100 million. So it feels like that the greater than $3 billion is the right place to be. And then lastly, had I not put the yellow box right over the 2024 green numbers, you'd see that, in fact, where we expect to be in 2022 is exactly where we thought we would have been in 2024 in the absence of this transaction. It does all of the things that we needed to have happen, it just does them a lot quicker. So we'll be back. I know that I need to fill in the space between 2020 and 2024 to give you some sense of how we'll delever going into 2022. We'll be back on February 9 with earnings. And even after that, we'll hope to start to give you more detail on how to build out the space between the bars. In order for you to feel as good as we feel about this transaction, I needed to give you some information to derisk, if you will, the quarter. So we're not done. It's the end of the year. There's some period 13 adjustments still underway, but I thought I needed to give you some thoughts on where the fourth quarter is going to come out. When we talked at the end of the third quarter, we talked about modest sequential improvement in revenue and a similar mix of revenue coming into the fourth quarter. And in fact, that's exactly what's played out, 2% to 3% sequential growth. That will be down 14% year-over-year. All of that downside attributable -- or most all of it attributable to hardware sales, but importantly, 6% year-over-year growth in recurring revenue, which has been an objective of ours for a while. In fact, some of the 2 quarters in a row now at 6% coming out of the downside of the pandemic. EBITDA margin rate, we said would be similar to Q3. And in fact, I think it might be a little bit better than Q3's rate. You'll recall that we had some temporary cost actions through Q3. We let those roll off and put on more permanent cost actions in Q4. Those came on fast enough to help us get back to a margin rate that looks very similar to the one we achieved in Q3. And in fact, it would be very similar to the year ago number. And free cash flow, we hedged a bit after Q4 because we thought we had such remarkable performance in Q3, that we couldn't possibly market again in Q4. Well, we did -- we had a great free cash flow quarter in the fourth quarter. I think we'll be right around that $145 million to $150 million, which will put us very close to $400 million of free cash flow generation for the year in a difficult year. So we will be back to tighten all of this up and give you some detail around this on February 9. But I hope that puts you at ease. We also told you that in Q4, we'll be taking cost actions, and we'll get back to you and let you know how successful we were. Those temporary actions are now behind us. The actions we had planned to take in Q4 are done. The cost is out of the organization. And it exceeds $150 million of annual benefit. We will see all of that $150 million in 2021 and beyond. A lot of that has to do with permanent cost reductions from a people perspective. Others had to do with vendor costs and the like. But $150 million is out and will stay out. The -- now we'll turn our attention to getting a culture of continuous improvement in place is starting to work on a more structural cost to work on our manufacturing costs and to really start thinking about the power of the integration and the shrinking of the services footprint that could be possible once this transaction is complete. Also, we had a restructuring effort underway in the quarter. We spent a lot of time reviewing the balance sheet, reviewing our business model as we go forward and make sure we don't have things hanging on the balance sheet that shouldn't be there in our current -- in our new business model. And about $200 million, we expect to have a charge in the quarter. About 1/3 of that will be for inventory related to changes, operating changes in the way we go about our services business. About 1/3 of that will be for products that we no longer intend to sell both hardware and software, and about 1/3 of that will be for people costs from the restructuring actions I just described. We also -- because cash flow was so very strong, put a contribution into our pension plan of $70 million. There are a lot of good reasons to do it when we did. You actually get credit back to 2019 for earnings credit against the pension deficit that we have. It also allows us not to have to make a contribution to the pension fund, at least anything sizable until we've delevered from this transaction, until we get out to 2023 and the delevering we just talked about is done. It gives us the latitude during this period of delevering to make further contribution or not. Mike? Next steps.

Thanks, Tim. I'll just kind close with a -- this is not an acquisition for us. This is a merger, a merger of 2 great companies. We're excited about not just the products that Cardtronics brings to help us get forward and make NCR a stronger company. But more importantly, the people, we've been extremely impressed, as Owen referenced, in the diligence effort with the individuals that we interacted with. We did leverage some expertise from some former executives at Cardtronics, who told us what an outstanding team that Ed has put together there, really all around top to bottom. And so this is the merger for us. It involves taking the best of both companies and making a stronger NCR. So we've got some steps to go. We do expect to get to a close midyear. We will keep you up-to-date as we have as this whole process has taken place. And with that, we're going to take a few questions. Michael, you want to moderate the questions?

Yes. So yes, our first question comes from the line of Brett Huff of Stephens.

Let's see if there's another question, Michael.

Thanks for the detail today. We appreciate it. Just first of all, congratulations on the deal. And then 2 quick questions for me. One, Owen, you went through a little bit of the revenue synergies. That was helpful. Can you just give us the top 3 that you see coming? And then I think someone mentioned that maybe there was 1.5 or 2 points of revenue synergies that kind of may be coming that are not in the accretion. So maybe go through those a little bit?

Start, Mike.

Yes. I'll start with -- so the most meaningful one is ATM as a Service. Again, part of our strategy going forward was not just to be selling components, hardware-software service, but to sell the full stack, including driving operating, switching, routing transactions as part of an ATM subscription offering. And so we see that being the strongest driver of synergistic revenue. There are some things we believe we can do on the retail side to help with some of the cash management capabilities by integrating the capabilities that we can deliver, quite frankly, coupled hardware, our software and then using the Allpoint network. We think that will be a driver. And then there's some payment transaction growth that we anticipate this will help with. So those will be the top 3 going forward. And again, yes, but 100, 200 basis points of upside revenue, we don't like to put the revenue synergy in our models. So as Tim said, those are not included in the model, but we think that will be the upside on the deal.

On growth rate. I think a little above 5%. Is that what we should expect sort of all through '21 or kind of the end of '21, just from a modeling point of view?

Yes. Let us come back to you on '21. I do think that we've talked about a growth rate over the next several years of approximately 5%. I think the external guesstimates for what our Cardtronics will do coming out of the pandemic is actually a little bit greater than 5%, which would suggest, therefore, the total entity ought to grow that fast. But let us come back to you in February and give you a little more specificity, both as to what we think will happen for our company in the first half of the year and then what the 2 companies together can do in the latter half of the year.

Yes, Brett. So on 2021, we're going to do earnings. I think February 9 is kind of our target date. I don't know if we've put that out yet. But we'll come back. We're just going to -- we're going to take a little bit of a caveat around the pandemic, and we got the vaccines are coming out and people are starting to go out and then we've got a worsening of COVID in different parts of the world. So what is that going to mean in the first quarter and the second quarter? And then when do we think we'll get back? So the '21 numbers, we'll give you an update in early Feb.

All right. Thanks, Brett. So I'm going to introduce the next question is going to come from Dan Perlin of RBC.

It's actually Matt Roswell on for Dan. And I have 2 questions. First, on the cost synergies, should we think about those dropping directly to the EBITDA line? Or do you plan on reinvesting a portion of those?

Yes. You should expect that to drop right to the EBITDA line. It will take a little while to get there. We think for 2021, depending upon how we end the cost of getting those synergies out will be offset by the savings in 2021. So I think net neutral in 2021. And then $100 million of those $120 million will be in 2022. So as we exit 2022, we'll be at the full rate of $120 million of synergies out.

All right. Thanks. Next question comes from Tim Willi, Wells Fargo.

Great. Can you hear me okay?

Hey, Tim.

Yes. Can you hear me?

We got you.

Yes.

Great. Two quick questions. I guess first one on Allpoint. Could you just maybe -- if you have any additional thoughts? You obviously have, I think you said over 600 banks that use you for your digital banking platform than a lot of banks, obviously, that buy ATMs from you. Any way to sort of think about the opportunity within that bank customer base that are not members of Allpoint or maybe only has committed part of their franchise to the Allpoint network to sort of think about the growth of that network? I think you said 60 million cards and where that could potentially go? And then I had a quick follow-up.

Yes. It's a great question, Tim. So it's a couple of different aspects. The one is on the card. You referenced a number of debit cards that are bugged with Allpoint today, 60 million plus. So just going out and offering a product set to customer relationships that we might have, we do think there's some opportunity there. Something that's maybe a little more specific and tangible is that when we go out and offer ATM as a Service stack and be able to offer, along with that, a surcharge fee network to extend that institution's access for their customers to ATMs and there are certain dynamics where banks up in the north, who have customers who are down south really like that. So we do think that is a great offering and an avenue to get in and grow that ATM as a Service business. And then having 60 million plus cards and then growing that on the bank side allows us on the retail side with our payment offering to have a stronger capability and stronger offering as we go out and add merchants on that side of the coin. So we think there's some leverage points that we can use to extend with the payments.

Excellent. And then my follow up was, historically, Cardtronics, I think a lot of the franchise was built around partnering with retailers to run ATMs in the front of the store for the retailer and try to bring additional value-add through data and things of that nature. And so I'm just sort of curious, given your presence with a lot of big-box retailers and major retail operators, are there synergies around the ATM side of the equation within your retail footprint, whether that be products or proficient splits or just getting new logos for Cardtronics if they may not have that?

Yes. Yes, absolutely. I think that as we looked at the opportunity, the biggest opportunity set is probably going to end up on the retail side. So customers that we have really strong relationships today that maybe Cardtronics hasn't gotten into. The ability to take some of those programs into those retail institutions beyond just co-branding maybe to ATM to give them access to some of those transactions in their retailers, we think there's some other products we can offer for the retailer are going to manage that 30% to 40% of their payment structure, which happens to be cash. So on that retail side, I'd tell you that our retail team is really excited about what we can go in and put on the tables and offering.

All right. Thanks, Tim. Our next question comes from the line of Katy Huberty of Morgan Stanley.

Congrats on getting the deal done. I guess, a couple of clarifications. Should we assume that share buybacks and any other significant M&A are paused for the time being? And then as it relates to revenue synergies, what's the time line? You said end of '22 for full benefit of cost synergies, what's the time line if you are able to unlock some of those revenue synergies? And just maybe talk about some of the categories of revenue upside, which could happen earliest and what -- which may be most significant?

Tim will address this.

So I think a pause is exactly the right way to describe what we'll have to do on stock buyback and on acquisitions. Look, if there's a small tuck-in acquisition that doesn't move the needle and is very strategic, some like we've done most recently, I think we can fit 1 or 2 of those in over the 6 or quarters or so it takes us to get our leverage back down under 3.5x. But yes, that's the right way to think about our use of cash over those first 6 quarters. And Mike?

Yes. Katy, on the revenue synergy side, I mean, I think one of the nice things about this transaction is we can do the merger, combine the companies and have it be financially accretive very quickly without driving the revenue. What got us excited as we got into this, particularly working with the Cardtronics team, is those revenue upside opportunities. So I think going to the market on the bank side with ATM as a Service will be something we can do relatively quickly. And so that we will be out and once we get the merger completed, selling. I think the retail side, again, there's some interesting product, things that we can do. And then we would clearly try to expand the Allpoint network and add capabilities and infrastructure on to that. One of the things -- the process was a little unusual. Typically, we would have been working more closely with the team over an extended period of time. We had a 3-week window. Ed's coming, actually, tomorrow. We're both doing calls today, and then we're doing some joint calls around, but we started to work with Ed and his team on what are those opportunities. I would tell you what's -- some are comforting, at least to me and the team here is that our team got excited during diligence. But when we talk to Ed and his team and they learned more about what we're doing and where we're at, they also get pretty excited. So we'll have -- we can do limited integration planning during the window before we close. And then once we have closed, we will very much focus on that revenue synergy side.

All right. Thanks, Katy. The next question comes from the line of Matt Summerville from D.A. Davidson.

So a couple of questions. Can you maybe talk about the CATM sort of growth algorithm as you look about -- look at that 5% plus number you're talking about going forward? Are you assuming you get back to kind of 2019 volumes? How much of that 5% plus comes from an increase in unit proliferation versus surcharge versus interchange, et cetera? Is there any way you can sort of break down how you guys are thinking about that algorithm? And then I have a follow-up.

Yes. So probably not -- I don't want to forecast their growth rate for them. But I think you're on -- your thinking is not that dissimilar to ours when we put together our growth model and that we look back at 2019 transaction levels and revenue numbers. And while we don't have the -- in our model, not theirs, in our model, getting all the way back to those levels until sometime into early 2023, there's still a nice -- as you know, there's a nice growth rate even getting to there. So it could be better than that, but we'll know more soon.

And then Cardtronics [ talked about challenges ] in a couple of [ deals ] over the last few years. Do you have initial thoughts on any potential divestiture?

You're breaking up there. Can you repeat that question?

I almost got it.

Yes. I'm sorry, I was -- you are considering sectors with respect to Cardtronics, given some of the challenges they've had in the [indiscernible] over the last few years?

Yes. We're just kind of getting bits and pieces, but I think your question is just around Cardtronics numbers the last couple of years. So yes, we spent a lot of our time and diligence on -- their revenues had been flat, and then they had the same impact from COVID that we had in 2020. So we spent a lot of time on what was driving that versus where we think it's going to go. And again, there's 2 things. One is, so they had a couple of events that they worked through in '18 and '19. 2020, 100% COVID-related impact to their revenue stream, just like with our revenue stream. And as Tim said, we don't expect it to bounce back in '21, and we aren't even planning in our modeling that it gets all the way back by '22. We think or we hope it could, but that's not what our plan is built around. And that's simply getting back to the business that they had in '19. On top of that, to the extent that we can continue to grow that base, whether it's growing the cards, whether it's growing the number of ATMs we put out in the field, whether it's growing the ATM as a Service, that there might be additional growth on top of that. So we think it's very reasonable and conservative to look at where they were in '19 versus '20 and then build that back up over the next couple of years. We did look at the impact they had in the past and felt comfortable that those were, quite frankly, onetime events that we do not anticipate in the future.

All right. Thanks, Matt. Our next question comes from Ian Zaffino from Oppenheimer.

Ian, we still can't hear you.

All right. I'll circle back to you, Ian. Let's move to Kartik Mehta from Northcoast Research.

Can you hear me now?

Yes. Okay. Go ahead Ian.

I'm so sorry about that. I just wanted to ask you, just really quickly. Now that this is done, I guess, the financial business has bulked up. Are we looking for maybe additional bulk in some of the other verticals you guys are in? I know you have leverage that you need to work down. But as you look out a couple of years, do you feel like you transition those other businesses to the level that you think that financials now is transitioned to?

Yes. I guess your question is around the other businesses, if you -- we're focused on 3 vertical line of businesses today. We're, obviously, financial industry, the retail industry and hospitality. In retail and hospitality, while they're different products that are very similar in terms of they're both on the commerce side, they're both on the merchant side. And if you look at the Cardtronics business, it fits very closely with what we're doing today in those 3 verticals. So I would say we're going to continue to focus in those 3 verticals.

But this is not to say -- excuse me, Mike. This is not just a banking acquisition, right? This is important to very important to retail vertical and somewhat important to the hospitality vertical. We just did another acquisition in Freshop that was in one of the other verticals and our concentration from a CapEx perspective on organic growth has actually been more directed in a lot of ways to hospitality than the other sectors.

Yes. I mean, if that's the question, this is as much a retail play as it is a financial institution play, the Cardtronics deal. And as Tim said, we're still in -- we still invested in the other lines of business. We'll continue to do that. We will not take away from the focus on hospitality and retail or banking. Quite frankly, this adds to all 3 of those.

All right. Thanks, Ian. So we'll move on next to Kartik Mehta from Northcoast Research.

Question on Cardtronics in the U.K. market, which is their second largest market. There's been some fundamental issues in that market. I'm wondering, Mike, if you have a different strategy for that market? Or the thought is that you think that market will come back?

Yes. I mean, that was one of the issues they had, I think that was 2018-ish that they had some changes to that marketplace. They've thought through that and the level of business they have there now, we think, is solid, and will have some growth opportunities. But we're -- combined in the U.K. that becomes a meaningful business for us. We do, in addition to what they've done to deploy their own ATMs, we do believe this gives us an opportunity to go and support some of the banks with this ATM is an outsourced offering. But yes, we feel good about the U.K. market and where they're at today from a forward perspective look.

And then just one other question, Michael. If you talk about the Allpoint network and using it as a debit network, and I'm wondering, right now, this is only been used as an ATM network. Would you have to go to the merchant acquirers to get Allpoint and we have to go to the banks to say, hey, let's use Allpoint as a debit network?

Yes. I mean, there's a couple of things we can do very quickly, right? We've got a merchant acquiring business that we are attaching to our point of sales in the retail and hospitality side. So we've actually made a lot of progress as we've shared on the hospitality side with the Aloha Essentials packaging, which includes payments, the ability to be able to plug-in our debit network in there we can do very quickly. As we look at the number of cards they have with their bug on it today, and can we do more to go out and build up that merchant acquiring business, we think that's going to be an opportunity for us. And then are there other transactions that we can connect with that network? We started to look at what else we could do for the retail marketplace using and leveraging that network. So I don't know that we -- that network today and what it's used for, the surcharge-free nature, going after adding new banks, being able to offer differentiated offering in ATM as a Service, being able to connect those cardholders back to the merchants that we support connected to our POS, I would say that's what we're going to focus on initially how we can build end-to-end solutions. I don't know that trying to position that as a network that competes with some of the bigger networks in the market is going to be the initial focus. We think we can get a lot of value to this being connected to our other products.

All right. Thanks. I think we're going to wrap it up there, Mike.

All right. Thanks, Michael. Thanks for jumping on short notice, again. We're very excited about the opportunity to merge these 2 great companies. The focus, the way that Ed and the team have gone about their business, which is taking care of their customers first, but almost as important, taking care of the employees and that culture and the way that we believe we can merge the 2 companies together, taking the best talent out of both companies, building a really strong NCR, as you can tell, is what gets us really excited about the future of this combination. So thanks for joining us today. And again, we will do an update, Michael, we're going to announce...

February 9.

Feb. 9 for our first quarter earnings call.