NCR Voyix Corporation (VYX) Earnings Call Transcript & Summary

Good day, and welcome to the NCR Corporation Investor Update Call. Today's conference is being recorded. And at this time, I would like to hand it over to Mr. Jim Bedore. Please go ahead, sir.

All right. Thank you. Sorry, we're late. We held the lines open to let other people in and make sure everybody got on the line. So thank you for joining us. Joining me on the call today are Mike Hayford, CEO; Owen Sullivan, President and COO; and Tim Oliver, CFO. Before we get started, let me remind you that our presentation 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 press release and our periodic filings with the SEC, including our annual report. On today's call, we will also be discussing certain non-GAAP financial measures. Reconciliation of these non-GAAP measures to their GAAP counterparts will be included in our filings. With that, I will turn it over to Mike.

Thanks, Jim. And thanks everyone for joining us this morning. Again, I apologize for the lateness, we had a number of people dialing in. Yesterday, September 15, after a thorough strategic review process, NCR's management and Board of Directors determined that separating our digital commerce business and our ATM business into 2 companies is the best path forward for our company to deliver shareholder value. The strategic review process started on February 8 of this year when we announced a board-led strategic review process to evaluate alternatives to maximize shareholder value. Throughout the process, we received material interest in a number of alternative paths, including a whole company sale as well as some individual and various business segments. It became clear over the course of the process, in particular, over the recent months, became clear to our management team and our Board and our advisers that the current financing markets would make it very difficult to deliver a Holdco transaction that would adequately reflect what we felt was the appropriate value to our shareholders. One of the take aways from this process that we have undergone, in particular from a management team perspective, is that in many, many discussions with a lot of interested parties, a lot of groups that had known us well and some groups that were new to the story, one thing that became very clear to our team at NCR is that we have the right strategy. The strategy that we have been executing the last 4 years is clearly the correct path to take our business on. That strategy is working. Those of us -- those that have followed us for a number of years and have come back and been able to do a checkpoint could see that the transformation, the execution is working, the company is changing and has changed. But it also became very clear that we needed to simplify the NCR story. As we told the NCR story over and over again, it became clear that we need to be able to simplify it so that individuals on the outside could understand the value that we bring to our customers. The value we bring to the markets, the execution of our employees through each and every day would be recognized by the investment community. Now turning to Page 6 in the slide deck we're following the slide deck. NCR has made over this last 4 years, significant strides to transform our company into a software-led services company. And while we talk a lot about -- we are talking today about separation in 2 business units, it's really a process that began 4 years ago with a total focus on customer first. 4 years ago, we realigned our business from a functional organization into an organization that was focused on the markets and more importantly, focused on our customers. We've continued that move even as late as this week, working with our executive teams at NCR to continue to more closely align all the execution our whole team is internally aligned organizationally around what we deliver to our customers and what we deliver to our markets. Today's announcement is just to further step along that -- another chapter in that book aligning towards our customers. I'm going to turn to Page 7 and just talk a little bit about the strategic rationale as we went through the process. Again, throughout the process, as we would share our story and talk about the change in the company, the shift from hardware-centric to software-centric, the shift from a transactional company to a bundled company that sold subscription-based products led with software into a commerce market, Retail and Hospitality and into an ATM market and banking market with our products. It became very clear that we need to continue to simplify those messages particularly to the investment community as we talked about, what NCR does and why it is best-in-class in its businesses. So creating 2 separate companies will allow us to differentiate, quite frankly, 2 different strategies in those 2 businesses. The CommerceCo leading digital commerce business, focused on 3 industries: retail, Hospitality, which we see continuing to blend in particular the top end of the market as we look at quick service restaurants and convenience fuel stores, really both of them other than the fuel itself delivering the same products, delivering food, delivering convenience and really delivering on the same platform that we take to market today in both Hospitality and retail. The Digital Banking will talk about that, how we're seeing blending in some of the financial products that you get today on your mobile device, really blending with what institutions are doing big -- big organizations like customers like Sainsbury in the U.K. that are blending what we deliver on Retail and asking us to help deliver a financial product on a mobile device that blends together the Retail data with the financial product offerings. So we're going to continue to integrate those 2 products together as part of CommerceCo. The ATMCo is going to be very focused on delivering through an ATM channel, but not just delivering legacy cash or deploying ATMs, it will also deliver other products. The team has already been delivering products like crypto. We've got a product offering called Pay360 that will do many financial transactions at an ATM delivered through whatever location we end up deploying or our customers end up deploying it. We also see that market shifting to a subscription business. We call that ATM-as-a-Service. And we believe we will be a very strong player in that market, and I'll talk a little bit later about the traction we're starting to see literally around the globe in ATM-as-a-Service. That allows us to really focus each company on a strategy. The CommerceCo, we believe, is in the middle of a transformation to shift to next generation point-of-sale -- point-of-sale led solutions to run storage -- restaurants and do Digital Banking. And we believe that, that will be a growth market that we will continue to invest in and drive growth. The ATMCo, you'll see is a very stable, high recurring revenue stream. We believe that market will continue to transform. We believe we will lead a lot of that transformation, and that will be a go-forward business that generates strong revenue streams, stable revenue streams, recurring revenue streams and will generate significant cash flow to its investors. And then lastly, separation, if you think about those 2 businesses one is a growth business one is a stable steady business that will generate significant cash flow, it will allow investors to pick and choose which business they would like to invest the dollars in. You'll see in a few slides, both businesses will be at scale and will be in leadership positions in their respective industries, but it does create an opportunity to differentiate from an investment perspective. This separation will not change, will not change the relationship and the focus in our customers. Both companies will continue to have a relentless focus on taking care of our customers, leading with our customer service and our customer delivery. The solutions that we deliver will continue to be leading solutions in both companies. Nor will this separation change and impact our employees. As a matter of fact, if you look at this, this will create many opportunities for a lot of our employees to step up and take larger roles in their respective organizations. Turning to Page 8. On Page 8, 2 separate independent businesses, each with a focused business strategy and a go-to-market focus, which will be, as we talked in the last page, somewhat different in the 2 businesses in terms of where they go to the market, where the markets are doing. And then again, if you look at the bottom of this page, I think the most important thing is just to recognize that these companies are scaled. They're scalable financially, both around $4 billion in revenue, Commerce is about $4 billion. The ATMCo, $3.8 billion. But each one of them is #1 leadership in the businesses that they compete in. So they will respectively not only be financially scaled but they will enter their business with a leadership role. The strategies that each one will pursue will allow them to continue to maintain that leadership but different. Commerce is going to be very focused on a high-growth strategy, the ATMCo, transitioning from a transactional business of selling, deploying ATMs to an ATM-as-a-Service subscription business and then leveraging a very unique proprietary network that we have called Allpoint over 55,000 endpoints and delivering financial products, not only for our bank customers, but also for a lot of the neobank customers that we have that use that as their only channel to touch their customers. I'm going to go on to Slide 10 and just speak a little bit more about the CommerceCo. Again, the Commerce business will be roughly $4 billion of revenue. Revenue will fall in Retail and Hospitality business. The retail, Hospitality business and then a piece of our Digital Banking. And then lastly, we put Merchant Services. Merchant Services is a payments attached to the POS business that we have. We've obviously been working on this strategy for 4 years, that strategy is working. It's a simple premise that if you are deploying and delivering a POS-based system, POS software to do the transactions at your entity, you're restaurant or you're a retailer, that completing the payment on the back end is a natural step. And in the Hospitality where we have been doing it for a couple of years now, we have had great success making that happen. So the payments is part of this connection. Retail and Hospitality, as I mentioned before, those 2 businesses are quite frankly, morphing together. We use the NCR Commerce platform, which is a microservices-based platform built in the cloud to deliver our next-gen POS systems, Emerald in Retail and a little in Hospitality. They will continue to share and build that out. It gives us great leverage in the market. And again, when we go to fixed service faster and we go to a large retailer, those capabilities and those needs and how they interact with their clients are continuing to blur. So we see that as a great opportunity to get some leverage and deliver a leading platform in the commerce space. I also mentioned on the Digital Banking, we're starting to see, particularly in some of the non-U.S.-based clients who deploy and deliver not only Retail products, but they also deliver financial products to their customers. Seeing that blending together of our Retail capability along with our Digital Banking capability and financial services side. Turning to Page 11. Just some of the key highlights. Again, leadership position in CommerceCo and leadership position globally, we have been building out the last 4 years an integrated software platform that is up and running. We're deploying, delivering transactions. Not only do we deploy our own applications on top of that like a POS, Emerald POS, we have third-party applications plugged in, and now we have clients starting to build on top of that and publish their own apps. The combination will create in this market, in the commerce side, some synergies between, even more synergies between Hospitality and Retail and then eventually extending to the Digital Banking platform. We are the leader in Retail around the globe, we're a leader in enterprise restaurant around the globe. We're a leader in Digital Banking around the globe. So we have a very large existing installed base, and we've talked in the past that we are holding on to those customers, and we're going to migrate them to our next-gen product. The team has put together a great strategy to get our clients moved in a very short time frame, but also a low risk implementation approach where they don't have the big bang and that has proved out to be quite successful in both Retail and in the Hospitality market. Our strategy shifted 4 years ago to a software led but software-led bundled with everything that you need to do to run your store or your restaurant, which would include the capabilities to deliver a hardware stack and all the end-to-end services you need to install, implement and support your commerce entity retailer or a restaurant. And then again, this business is a growth opportunity. We think the macro climate in this area will be growing, spending money to refresh their POS systems, and we are going to participate in that growth. I'm going to turn it over on Page 12 to Tim Oliver, our CFO, to cover some financial highlights. Tim?

Thanks, Mike. Any numbers in this deck come from a lot of work by our bankers and some other outside advisers to try to pull this company apart and make sure that the costs resemble those that might, as we become 2 companies. There's nothing forward-looking here. This is the past 12 months, rolling 12 months. And the only thing that will not -- you'll not be able to figure out or mesh back to is the last 12-month free cash flow metric. That does not include all those things that are corporate like cash taxes, interest expense and working capital allocation. So that really is meant to describe EBITDA less CapEx in that business to give you a sense of the capital intensity of each. As Mike said, the CommerceCo is a growth company, and it will behave -- it has behaved and will continue to behave like a growth company. It needs to invest, but it should be throwing off sufficient EBITDA and cash flow to fund plenty of growth. Right now, about 38% to 40% of this company is already growing north of 10%, both the restaurant business and Digital Banking already there. And really, the Retail business is held back somewhat by a tough hardware environment this year, and they're held back on the profitability side as well by the tough hardware environment. That said, when that straightens around. And when we start to achieve platform lanes and platform sites convert to recurring revenue streams at much higher ARPUs, I think that growth rate will accelerate. Between that move toward platform lanes and sites, a powerful postpandemic digitization trend and the increasing attached payments in this business, the growth profile looks very good. Profitability at $0.6 billion, about 16%. That's artificially low this year because of the supply chain issues we had in the first half of the year that should rebound decently, but that rate should go higher and will go higher as we start to get more ARPU per lane and site. The recurring revenue stream at 55% is actually lower than our company average, and that's a surprise to some people. But remember, the banking business got started in the conversion to recurring revenue that shift to recurring about 18 months early from this -- the 2 businesses here. The Digital Banking business for the most part is already all recurring. So when we talk about the shift here, it's going to be at Retail and in Hospitality, particularly enterprise Hospitality. And then lastly, this cash flow number is a good one. I think EBITDA will go higher. And when I think the conversion of EBITDA to cash flow will remain in about the range as described here. We will invest back into this business, and we'll generate inside of this business, plenty of cash to redeploy. On the right-hand side, the comparables to both the traditional commerce business, Retail and Hospitality and to our Digital Banking business. Taken together, these businesses grow at average at 9% a year. They carry very large multiples, 6x revenue and 13x EBITDA. Our growth rate is not yet at 9%. We're about halfway there. But we have a path to get there and with the pipeline for our platform lanes and sites, I feel very good about that growth rate accelerating into next year and beyond. So a very good growth story. Mike?

Thanks, Tim. Just turning to Page 13, summarizing the growth in CommerceCo. We view this market, in particular, the commerce market around Retail and Hospitality as a market that's going through a significant investment in a next-gen point-of-sale solution. When I say point-of-sale, it's really a tied-together point-of-sale that we view there as a whole suite of products. In retail, we have 15 products, Hospitality, slightly less than that. And again, some common products like a lot of the micro services, a lot of the products like loyalty, et cetera, that we share across both of those businesses. But so it's really point-of-sale extended. And again, with a significant shift over the last couple of years, brought on by the pandemic and shift in consumer behavior, retailers and restaurants really have to go and change and upgrade their underlying infrastructure. We believe that we'll be delivering on a cloud-based solution, cloud-based platform at NCR called the NCR Commerce platform that we've been up and delivering and deploying for our commerce clients and as part of our strategy, and integrate it with payments. We see that in the market. We believe we have a head start in the lead delivered starting with point of sale back integrated with the payments, but we believe that will be a shift in the continued execution in the marketplace. And this company will be poised to take advantage of that growth. Turning to the ATMCo overview, starting on Page 15. So our ATM business. The ATM business NCR is a leader in full-service ATM sales. It has been a leader, I think, 4 years in a row now. It's a leader in ATM servicing around the globe. And then with the combination with Cardtronics it is a leader in operating and managing ATMs. We call that ATM-as-a-Service. We're providing a full stack execution all the way from deploying, delivering vertically integrated from the piece of equipment through driving and operating in routing and switching the transactions on the back end. This combination with Cardtronics was actually quite critical as part of our strategy to take this business and create an organization that can drive a very sustainable subscription revenue streams and do that with long-term contracts. That is going to take place with the combined execution around ATM-as-a-Service and the transition to that business model along with the Allpoint network, which, again, proprietary network 55,000-plus devices that we can deliver not only cash transactions, but many other transactions that will be delivered to individuals in a channel that they may not be able to serve traditional financial channels. So those 2 capabilities create a very unique offering of this company in a very strong leadership role. You can see in here, Tim would go through the numbers, but this has a very high recurring revenue stream already. A lot of that came through the Cardtronics acquisition. A lot of that was part of our servicing footprint on top of our ATM business and then some of the software stack, which we believe is leading in the industry around our ATM business. So just a quick overview on that. Turning to Page 16, key investment highlights around ATMCo. Again, you can't underestimate the fact that leadership around the globe in many countries, the capability to design, engineer, build, deliver, deploy, support on a scaled capability. We believe that cash will continue to be needed component around the globe as part of communities and societies. So there will be a continued cash usage and the need for devices to access that in a low-cost secure way will continue to be out there. This company will be able to lead that management. The business model is quite straightforward. So if you think about deploying and delivering ATM's market as being in the next number of years, either slow growth or reasonably flat. The way that you tap an opportunity to continue to grow in this business is by expanding the addressable market that you're going after. We did that by combining with Cardtronics and being able to operate and run ATMs. So now in addition to designing, building and supporting them, we can operate and run them. We think that is a 2x to 3x expansion of the addressable market. So while that market may stay flat in terms of overall spend, what we can address will be moving up 2x to 3x what we have traditionally addressed. We think that will drive incremental growth in this business. We do plan to continue to shift of this business from a transactional business of selling ATMs to selling subscriptions to use ATMs over time. We think banks will continue to outsource. We think this is a scale business and being the largest provider in the globe in these capabilities, we believe we can drive sufficient execution to win the marketplace. Page 17, let me just turn it over to Tim to cover some of the financial highlights.

Yes. As Mike described, this is more of a cost and capital efficiency business versus the growth business we just described. That said, there's room to grow in this business despite the fact we've modeled the number of ATMs sold annually being relatively flat and some modest decline in the price point of those ATMs. We think this is a 3% to 5% grower over the longer haul as we start to pick up more share of wallet as customers outsource the ATM fleet to us as we become the physical network for digital banks. There's also room to grow the number of -- the types of transactions, including crypto and the devices that we already have out there. That growth in the type of transaction should allow the total transaction volumes and the profitability of those volumes to continue to go up. In the middle of the page, you see the profitability, that's actually a much more profitable business than most people understand when we look at the whole of this business, it is our most profitable half of the 2 companies, and it's been relatively stable in its profitability. It was not necessarily as heavily impacted this year by the supply chain issues. And so perhaps that artificial pressure on the commerce business isn't evident here, but these margin rates can still go higher and should be north of 20% in the not-too-distant future. This is a lower investment business, and it has to stay that way. So a low investment or asset-light model is what we'll use here to -- particularly as we get into ATM-as-a-service, we'll use off-balance sheet financing vehicles to finance what are going to be very financeable assets and keep this balance sheet light. As Mike said, 67% recurring revenue is a terrific place to be. We think we can push that to 80%, in fact, have goals to get to 80% or better as ATM-as-a-Service becomes more of a reality. And with $1 billion or so like pipeline waiting on the ATM-as-a-Service side, I feel good about that picking up. On the right-hand side, rather than showing comparables for valuation purposes, we showed a really good EBITDA and free cash flow generation machine. It's a business that should be valued on that. It's a business that can deliver significant cash back to shareholders over time in the form of a dividend or some other way. So it has been predictable. It's been resilient, and we expect it to do so as we go forward.

Thanks, Tim. Turning to Page 18, on the growth strategy for ATMCo. And again, I mean, this is very straightforward. If you look at the marketplace and you assume that the overall spend in the ATMs globally will not outpace maybe, say GDP, if you can expand the capability of the offering, you can do that at scale and if you can do that at scale across the globe, higher level scale than anybody else, you can provide a very attractive price point and still get a very strong return to your organization. So we will continue to execute on that transition to ATM-as-a-Service. We will continue, as Tim said, to push the recurring revenue streams, north of 80%. Over time, that will drive down our cost of customer acquisition because those customers are signing up for 5- to 7-year terms, and we will be able to drive and improve our margin. We are seeing success with this model. I know we started rolling this out a couple of years ago. There are some questions too. Is the market going to accept this? We would say wholeheartedly today, yes, the market is accepting it. Tim just referenced, we talked about this on our last earnings call. A very, very strong pipeline for ATM-as-a-Service literally across the globe, north of $1 billion. We've had tremendous success. We just got-- we've done another large deal in India. We believe we're the largest provider in the Indian market now. ATM-as-a-Service in that market is already -- half of that market buys in that format. And so that was an important market for us to continue to grow and invest in. We're having success in Australia and New Zealand. We just signed Bank of New Zealand to outsource ATM footprint, success in Europe. And I'd say a lot of activity in Europe, entities looking for ways that they can continue to deploy an ATM channel to do it at a lower cost and have somebody who has got scale to do it in multiple countries on a subscription basis. The U.K. and then obviously, in the U.S., U.S. marketplace, community banks, regional banks and then even the larger banks looking at the off-prem footprint and looking to have somebody partner up and deploy that. So we do think that's going to happen. In this part of our business, ATMCo, we will also continue to invest and deliver products through our network, our ATM network, the Allpoint network, again, a very unique network, proprietary network that we can control the products that go down that channel and continue to push more products and create a capability for entities, financial institutions as well as neobanks who want to deliver products to their customers in a very low cost-efficient manner. So this business will be, as Tim said, scale, large, very stable revenue streams that will allow us over time to continue to be very efficient and drive profitability in this business. So that's just a short overview of effectively 2 very strong leadership companies, CommerceCo and ATMCo that we're announcing the plan to separate. And just in closing on Page 19, next steps. So again, this is not -- this is the announcement today. This is not really the start today. We've been working on this behind the scenes, behind the covers. Owen and the team have done an awesome job literally for the last 4 years, 4 years ago, we started with the shift to create customer-focused business lines, and we have continued to move resources internally along those lines. We continue to do that in 2022. Earlier this year, we moved the software engineering groups to line of business. And then just last week, we continue to move more pieces of our organization. So the bulk of those steps have been done. We obviously have some other work that we have to do around legal and organizational structure and some of the corporate functions. We expect to get that completed by the end of '23 and be in a position when the market is able to do this, meaning maybe better market conditions, quite frankly, than we have today, but we will be ready to do that by the end of '23 at the appropriate time and do the separation. So that concludes our prepared remarks for this morning. With that, I'm going to turn it back to the operator and ask the operator to open the line for questions.

[Operator Instructions] And we will take our first question.

This is Matt. Can you guys hear me okay?

Yes.

Okay. Perfect. So a couple of questions. First, what sort of dissynergies can we expect from a breakup of this nature? I mean, any time you go through this process, it's likely you're going to have at least some level of dissynergy. So if you could first address that and then I'd also be curious as to how we should initially -- and I know a lot of work has to be done, but just at a high level, how we should initially be thinking about how the balance sheets of these 2 companies are going to look out of the gate.

Yes. Let me start on that, and I'll turn over to Tim for adjustment at the last point. On the dissynergies, we spent a lot of time just in the last -- this year, starting in February, walking through the process and talking to a lot of interested parties from the outside and then doing a lot of internal work. And again, this is not something we could have done 4 years ago or 3 years ago in terms of what -- where we were positioned internally with our business, our building product, delivering to our customers, our go-to-market we are there internally today. So that work -- and there's a little bit we just started launching the last piece of that last week. So there's a little bit more work to be done. And we actually think along those lines, integrating combining more of the Retail and Hospitality group, integrating combining more of our traditional ATM business at NCR with the Cardtronics business and the payment network. We believe there are some synergies to be gained. We've quantified and mapped those out and plan to begin executing on those synergies, i.e., cost savings even throughout the end of 2022. But we've mapped that out. We think those synergies will exceed the amount of dissynergies of what would really be just the corporate functions left that we have to stand up multiple corporate functions. We've mapped that out. We've been mapping that out for a couple of years what would it take. And again, if you think about it, we have to make changes anyway to some of the corporate functions that we deliver and deploy internally simply because we changed our business model from being a manufacturing-heavy organization to being a software-heavy SaaS-based organization. So the systems that we use to go out and sell, deploy, deliver, entitle, bill, collect from our customers, those things are all underway and we have to stand those up in either situation. So we think the cost savings around the synergy we're going to get by taking these actions will exceed the costs related to the synergies. Let me turn it over to Tim.

That's right. And in the model that we used to put these charts together even though they're relatively high level, that's exactly what we assumed. We had good thinking from folks who do this for a living and look at cost structures from outside the organization. We had several different opinions and those tended to align on significant cost available to us to take out in order to offset what will be modest, I think, modest dissynergies to separate these 2 companies. On the balance sheet, that's heavily dependent upon the ultimate tax structure that we decided upon. And what I'll tell you is, ultimately, we believe that the ATMCo can carry more debt. It has more cash flow. It's easy to lever. And the other being a growth company, we prefer to have it not have as much debt out of the gate. There may be transactions to get done between now and when we close from an external growth perspective that might change that balance sheet a bit. But let us work through the tax. The right tax structure, there's 2 or 3 we're considering now and it will be better answered on the balance sheet.

And then just as a follow-up, Mike, I was wondering maybe if you could just comment. Relying back to the beginning of February when this was announced and kind of how the process evolved over maybe the first 4 to 5 months versus maybe the last 2 to 3. And I guess, at the end of the day, I would assume this is perhaps not the most ideal outcome that you were maybe hoping for? And maybe that's why on the last slide, you seem to remain open to all sort of strategic alternatives. In a more ideal world, what -- how would you have liked this process to conclude?

Yes. I mean, you bundle a lot into that statement. So the world is different today that was in January '20 -- January of this '22 when we launched this initially, there's no question about it. So what would have been potential outcomes in -- sorry, February of this year versus today or even last year or any other time. That's always -- everybody can speculate what might have happened to could have otherwise happened in a different financial climate. My point of that statement is that we do believe -- and we had alternatives and options. We clearly felt this was the best one to pursue. But it's a difficult financial market for people to get transactions done. And so I think everybody recognizes that, that's my only point of making that statement. You used the word ideal. I think this team, the management team clearly believes this is the right answer no matter what the structure of this company would be, whether we stayed as we are and did this in the public domain. This is just the right answer, and it became very, very apparent when we went through the process as we talked to people that these 2 companies, the CommerceCo and the ATMCo, have different outlooks, they have different growth trajectories at a macro level. What's going to happen in the external spend, the fact that we're very strong in scale in both of them, even in a business that macro-wise, is not going to grow, i.e., the ATM business, we believe we'll get some growth, and we'll be able to drive a very strong profitable business. But they're very different. The strategies are different where we invest, how we execute. And then again, this really brought to light as people came and talked to us, it's really 2 different entities. And so I would actually say the ideal answer is exactly what we're doing. The direction we're going how fast we get there and the structure we would have used to get there. This management team would have said, this is where we end up. So I actually think we came out through a very long process, a lot of debate, lot of dialogue in a very interesting financial climate and came up with an answer that we were going to arrive at either way.

We'll take our next question. Ana Goshko with Bank of America.

Can you hear me?

Yes, we got you. Operator, maybe we move to the next one and let Ana come back around.

We'll move to the next question.

This is Dan Perlin. I'm not sure if I'm the next one up.

We got you. Go ahead.

Okay. Okay. Cool. So I just want to put a couple of finer points on this. So Mike, the high-yield market has been very challenging. So I want to make sure, like you have commentary in here about multiple suitors, lots of interest. It sounds to me like at the last minute, the market, the cost of debt just was not able to land on a price point that was agreeable to the team, the Board and ultimately the shareholders. So I'm just making sure it's not that bidders ultimately concluded this was not what they wanted to do, is they just couldn't make the math work at this point in time. So first, is that a fair assessment of how we arrived at the near-term conclusion.

Yes. I mean, I can't go to the other side of the fence and talk to -- speaking on behalf of what the other parties we're seeing are feeling, I read the press, I read the paper, we borrow a lot of money in NCR. So we see what's going on in the debt market. So I can speculate that was the challenge. I think it was fair to say that we had interested parties who felt, again, I started like -- some of my comments around one of the things we learned in part of this process is we don't get a chance that often to sit literally day to day, week to week and to have that many outside parties come in and some of them who are familiar with this. We talked to many times over the years. Some who had a snapshot back in 2019 about what we were going to do and compare it to what we've done and some that were relatively new and have all that feedback that you guys are on the right strategy. Your strategy is correct. The fact of the matter is, you did what you said you were going to do back in 2018, 2019 when you launched your strategy, we don't know if you could do it, and then we came back and looked in 2022 and you did it. So it was an affirmation that our strategy was correct. It was an affirmation that we've made progress along that strategy. So we believe -- and again, I'm just -- I can't speak on behalf of the parties on the other side, but we believe the interest level in our company and what we're doing and what we've accomplished both in commerce and in the ATM business and the Digital Banking business was very strong and people recognized where we are today versus where we were 4 years ago. Why we couldn't close at the end of the day, I can -- you can speculate then the same that I can speculate relative to the challenged cost of capital in the financial markets. Again, I'll just reiterate what I said before, we did also learn that through this process, the ability to articulate and tell a strategy and the story around NCR got hard under the NCR umbrella. When you broke it down into the 2 components for breaking it down sake, it's really easy to say, look here's we're going to do commerce. This is really straightforward. We start with the POS. We start with the POS that we have over 1.5 million connection points today. We're going to migrate them to a platform that we're going to attach to payment. It's a really simple strategy. And then on the ATM business, the ATM/business with the network -- the Allpoint network, it's a very crisp strategy. So simplifying that message, we clearly -- this is the right answer. Whether we announced this today, whether we announce it 18 months, 2 years from now, we believe this is where we needed to go. So we're just going to keep going in that direction. We think for the investors, it really simplifies and streamlines how they can invest in 2 companies that are going to have different characteristics.

Yes. No, I completely appreciate that. The follow-up here, again, these are kind of, I guess, more deal related, but when we look at the time line to get this done, by the end of 2023. And I know there's a lot of heavy lifting that goes into these processes. What I would just want to make sure I'm clear of is -- are there any mechanisms that are embedded in the way that you're thinking about breaking the company up either legally or structurally that would preclude interested parties to come in during that window of time to the extent that the financial market became more favorable. I see you say you're open to all aspects, but I'm just trying to make sure we're crystal clear that, that is -- there are no kind of triggers that would preclude that from occurring.

Yes. I mean, we've done a fair amount of work to starting to look at all the tax implications literally around the globe. As Tim referenced, tax and driving -- striving toward the tax-free outcome for our shareholders is really high on our list of things we have to use in terms of how we approach this. So we're going to -- we'll work through that. The internal stuff, separating the businesses, is already well underway, and that will not be a challenge in the time frame. The corporate things won't be a challenge. So legal and tax are the things we're looking at. I think that's to the point of your question. I don't know if I have a good answer for it. I don't foresee any of those things as you referenced it. I mean we put the statement in the deck, which is like it's an implied statement every public company has the definition being a public company, if somebody has a better idea to return shareholder value, and they pick up the phone and call me or they call somebody on our board. We always listen and we have to as part of our job. So we probably made a bullet point in there that's saying what we always have to do. But we think this is the right path to execute and drive on this. But I think we just want to make sure people understand that we're still a public company and responsive to ideas, right?

Thank you. We'll take our next question.

Mike, I'm not sure if it's my turn.

Go ahead. Yes, we got you.

Yes. The one thing I wanted to ask you about was on the Digital Banking side. In the past, you've talked about maybe some of the synergies involved with having similar customers as ATM customers and Digital Banking customers. I'm wondering now with the separation, what you might lose as a result of that.

Yes. I don't -- Kartik, I don't think we'll lose anything as a result of that. So on the -- on the Digital Banking side, we actually use a phrase called self-directed banking, where we look at the various channels that a Retail client, such as a financial institution, whether it's a bank, whether it's credit union or building society or bigger small bank. And so starting with most of it today to our retail banking intermodal devices, we may go to our desktop, so mobile banking, Internet banking, digital banking, we have a unique ability today then to say what -- how does that then translate -- transplant into what happens in a branch or a call center or in an ATM or an ITM and ITM being kind of a critical capability that institutions are using to deliver a lower-cost teller capability. So that ability to bundle is self-directed. The bulk of that is a technology play that's software-driven. It's underpinned by something called the channel services platform, we help the CSP. As you've looked at our strategy, our digital commerce strategy, and I put Digital Banking as digital commerce, it really is underpinned by platforms that we're having a lot of success with. So on the CSP side, the ability to deliver digital banking, but also deliver all the continuity point to your channels. A lot of our activity right now is around how to go into a branch and update legacy branch systems, whether it's teller or whether it's the sales platform engine within a branch. So I see that it's more of an extension of digital commerce. They will always have a strong connection to that device then, the ATM or even as importantly, the ITM device. So the ATM, ITM device, obviously, end up in our ATM business. The software assets around self-directed banking, that deliver the CSP, mobile banking, Internet banking, what we do at a branch, will end up in the CommerceCo.

And then, Tim, on the ATM side, I think you said you thought maybe medium-term, long-term growth of that business is 2% to 5%, if I wrote that down correctly. I'm just wondering what the formula is for you to get to that kind of growth rate for that business considering you said your assumptions were kind of flat units and decline in price?

Yes. As Mike said, we'd expect a modest decline in revenues in aggregate from ATM hardware. We'll sell a lot less hardware direct. So direct hardware sales will be down significantly and the shift to ATM-as-a-Service will displace that. That ATM-as-a-Service model takes the ARPU up by 2 or 3x, as Mike described. So we'll pick up revenue and services and solutions revenue streams we don't currently have across all of our ATM fleet and therefore, even if the ATM fleet itself, which is 800,000 or so machines today, doesn't grow much from here, we've got plenty of room to grow and what we do to drive those devices.

I think, Kartik, keep in mind is we really think the right answer for that business is to build a large-scale subscription business there. But we have to build that over the next 3 to 4 years. So we've got -- so as Tim talks about that, there's some headwind inherent in those numbers because you're going to sign 5- to 7-year deals, you're going to forgo taking the hybrid revenue upfront and some of the software revenue upfront, and you're going to push that over a 5-year window. At some point, that's going to turn into a strong tailwind. I think as we go forward and the last -- as you know, the last 18 months -- in really 2022, we've got a lot more visibility, coupled with Cardtronics, what we can do in ATM-as-a-Service business. So we've got quite a bit more knowledge on where we think that's going to go. And we'll get back out to you guys and give you here's where we are looking forward as we make that transition, but that's a big part of what is embedded in those numbers.

And then just one last question, Mike. I know you talked about the structure of the company, maybe potentially selling the company. Was there an interest in buying a business unit of the company? Or were you in the same issues as to kind of the market -- where the market is and maybe the difficulty in getting financing.

Yes. I would -- let me answer it this way. So -- and not just -- we launched a formal process in February this year. But again, we have conversations with people all the time and people call us and ping us on things and Don Layden who runs corporate development for us in addition to wearing some other hats, as our business, I'll just point out a handful, as Digital Banking has transitioned from a challenge back in 2018 to being really a leader and starting to get back on a growth path and actually coming up with a business plan of strategy and products that we believe are best-in-class in the industry. As the SMB, hospitality market turned the corner and started to roll out a product that is really hitting the market and doing really well. They changed their whole go-to-market channel strategy. We still have some distributors, but a bulk of it is direct now, and we've created a capability, going and bundle a whole suite of products and then attach to payments, and that's executing. So Digital Banking, SMB, Retail, as people started to learn about our NCR Commerce platform and Emerald and our ability to take a retailer and migrate them onto our platform and transition their legacy POS in 6 months, 7 months, 8 months, which no one else in the industry has been able to do. I would say even in some of the things we're doing in the ATM space in the network, as people see that, the answer to the question is people call at a time and say, we really like what you're doing. We didn't think that was an appropriate way to monetize NCR is to take all the pieces we have. I highlighted 4. There are others that individuals call and say, we really like XYZ. David Wilkinson gets calls on Retail about why you guys are really questioning on this, I'd like to -- so that's just not -- that does make a company. So we didn't think that was an appropriate way. We think this is a much better way to create value long term. And -- but the recognition that our products are winning and people are seeing that was great to hear from people.

Our next question, caller, please go ahead.

This is Sabrina on for Erik Woodring. I guess the first one is, can you -- I know you mentioned synergies that you could realize between Retail and Hospitality and Digital Banking over time. Can you just explain in more detail what those would look like? And are those more near term or those longer term?

Yes. So again, synergies, and those are -- that's one example, but across the board, as we've looked at -- as we go to business, combine some of these business units, more focused ATM on one side and then the Commerce on the other side. Where do we get leverage? We do get leverage in go-to-market. We're going out and approaching the market. We're selling a lot of commonality. We're selling the same strategy in Retail and Hospitality, how we deliver platform-based solution. And in some parts of the market, I'll give you a good example, some of the large retail CFRs, convenience fuel stores that we deliver to, they almost -- all the big ones almost all have food. They have menus, they have restaurants, they have drive-throughs now. They have delivery. And so the capability to deploy food, integrated with the capability to traditional convenience store or deliver at a pump is kind of becoming paramount. So those things are really blending and the capability that we deliver, meaning that the restaurant price that we deliver sits on top of the platform gets delivered to those entities. We had already collapsed the software development team under -- we have a great CTO, Andy Hoyt, who is driving the strategy and the vision for the architecture, not just around Retail but also around Hospitality. So those areas and again, we literally just last week kicked off and then earlier this week, broadly to our management team and our whole organization, how we are going to combine some of those functions. You get some synergy by doing that, you get some synergy going executing. Some of those savings will start to realize as early as 2022. Some of those will take a little bit more time. Some of the infrastructure things behind the scenes that we have to do to change our model to be software and SaaS centric and stop spending money on some of the legacy things. I'll give you another example there. We shifted our manufacturing model over time to be more manufacturing light, more focused on design, engineering and that allows us to save money in the back room in terms of systems and structure. So those things are rolled out with game plans, action plans to drive some savings. We believe strongly that thing is going to be quite a bit more savings than we will have dissynergies by the separation.

Perfect. That makes sense. And then 2, just kind of quick hitting, questions. Will we be getting over the next few quarters disclosure around CommerceCo and ATMCo performance? Or will you be reporting with the normal segmentation? And then just another is, should we think about all of corporate and TNT going to CommerceCo?

Yes, on the second question. On the first one, we're going to finish out this year with the guidance that we've given amongst the 5 segments. It's why we've done all of our internal score keeping and how we help people understand this externally. As we get to 2023, we'll start to provide numbers in likely both ways, so both as 2 companies and as 5 segments.

But they also map pretty closely.

They're pretty easy to map in the interim, yes. I mean, it's the 5 break down into the 2 relatively directly.

Got it. Perfect. And then one last one if I can just slip it in real quickly. How does this change, if at all, your thoughts on kind of capital return in the near term?

Yes, I don't know that this would modify those thoughts at all. No.

It doesn't change any. No. I mean, the composition is still the same, it's just in 2 pieces. I understand that's the last question. So operator, I guess we're ready to end the call.

Thank you, ladies and gentlemen, and this will end today's conference call. Thank you for your participation. You may now disconnect.