UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2024
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (800 ) 225-5627
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On November 7, 2024, NCR Voyix Corporation (the “Company”) issued a press release announcing, among other things, results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On November 7, 2024, the Company will hold its previously announced conference call to discuss its third quarter 2024 financial results. A copy of supplementary materials that will be referred to in the conference call, and which are posted to the Company’s website, are attached hereto as Exhibit 99.2.
The information in this report (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 2.02 and Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are attached with this current report on Form 8-K:
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NCR Voyix Corporation | ||||||||
| By: | /s/ Brian Webb-Walsh | |||||||
| Brian Webb-Walsh | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Date: November 7, 2024
NEWS RELEASE
NCR Voyix Reports Third Quarter Results
ATLANTA, November 7, 2024 - NCR Voyix Corporation (NYSE: VYX) (“NCR Voyix” or the “Company”), a leading global provider of digital commerce solutions, reported financial results today for the three and nine months ended September 30, 2024.
“This quarter we successfully completed the sale of our Digital Banking business and subsequently paid down a significant portion of our outstanding debt and other obligations, which further streamlined our operations and strengthened our balance sheet.” said David Wilkinson, NCR Voyix CEO. “While our third quarter results continue to reflect the hardware declines in point-of-sale and self-checkout, the positive trends in our software and services businesses position us well to execute on our go-forward growth strategy.”
Q3 2024 Financial Results
•GAAP Revenue was $711 million compared to $809 million in the prior year.
•Normalized Revenue was $708 million compared to $794 million in the prior year.
•Net loss from continuing operations attributable to NCR Voyix was $31 million, compared with $266 million in the prior year.
•Adjusted EBITDA was $93 million compared to $103 million in the prior year.
•Normalized Adjusted EBITDA was $101 million compared to $133 million in the prior year.
•Diluted EPS from continuing operations was $(0.24), non-GAAP diluted EPS was $0.00.
•Software & Services Revenue was $517 million compared to $540 million in the prior year.
•Normalized Software & Services Revenue was $516 million compared to $528 million in the prior year.
•Total Segment ARR was $1.60 billion compared to $1.56 billion in the prior year.
•Software ARR was $742 million compared to $730 million in the prior year.
| In millions | Q3 2024 QTD | Q3 2023 QTD | % Change | Q3 2024 YTD | Q3 2023 YTD | % Change | |||||||||||||||||
| Retail | |||||||||||||||||||||||
| Revenue | $ | 487 | $ | 552 | (12) | % | $ | 1,495 | $ | 1,633 | (8) | % | |||||||||||
| Adjusted EBITDA | $ | 108 | $ | 123 | (12) | % | 281 | 321 | (12) | % | |||||||||||||
| Restaurants | |||||||||||||||||||||||
| Revenue | $ | 211 | $ | 229 | (8) | % | $ | 614 | $ | 663 | (7) | % | |||||||||||
| Adjusted EBITDA | $ | 66 | $ | 52 | 27 | % | 183 | 147 | 24 | % | |||||||||||||
Q3 2024 and Recent Highlights
•On September 30, 2024 the Company announced the completion of the sale of its Digital Banking business to Veritas Capital for a purchase price of $2.45 billion in cash plus future additional contingent consideration of up to $100 million.
•Following the completion of the Digital Banking sale, the Company announced the total reduction of $1.84 billion of its outstanding debt and other obligations using a portion of the proceeds from the sale. As a result of these transactions, the Company significantly improved its net leverage ratio at the end of Q3 2024 based on the pro forma 2024 adjusted EBITDA.
•The Company intends to utilize approximately $100 million of the Digital Banking sale proceeds to complete repurchases of common stock under its existing share repurchase program over the course of the next 12 months. The timing and amount of any repurchases under the share repurchase program will depend upon market conditions.
Financial Outlook
The Company is maintaining its full year 2024 revenue and adjusted EBITDA guidance as follows:
| Full Year | |||||
| Software & Services Revenue | $2,040M – $2,080M | ||||
Hardware Revenue | $765M – $780M | ||||
| Total Revenue | $2,805M – $2,860M | ||||
| Adj. EBITDA (Cont. Ops.) | $355M – $375M | ||||
| Adj. EBITDA (%) | 12.6% – 13.1% | ||||
In this release, we use certain non-GAAP measures. These non-GAAP measures include “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Non-GAAP diluted EPS,” “Net Leverage Ratio,” “Normalized Revenue,” “Normalized Adjusted EBITDA,” and “Normalized Adjusted EBITDA Margin,” and others with the words “non-GAAP” or “normalized” in their titles. These non-GAAP measures are listed, described and reconciled for historic periods to their most directly comparable GAAP measures under the heading “Non-GAAP Financial Measures” later in this release. Our Adjusted EBITDA for historic periods after giving effect to the spin-off of NCR Atleos includes certain costs historically allocated to NCR Atleos that do not meet the definition of expenses related to discontinued operations for purposes of GAAP requirements regarding the reporting of discontinued operations. Accordingly, our guidance for Adjusted EBITDA in 2024 is more comparable to our historical Normalized Adjusted EBITDA, which includes an adjustment for these estimated costs. With respect to our Adjusted EBITDA outlook for full year 2024 on an actual and pro forma basis and our pro forma outlook for our Net Leverage Ratio, our Adjusted EBITDA Margin, we do not provide a reconciliation of the GAAP measure because we are not able to predict with reasonable certainty the reconciling items that may affect the GAAP net income from continuing operations and GAAP cash flow provided by (used in) operating activities without unreasonable effort. The reconciling items are primarily the future impact of special tax items, capital structure transactions, restructuring, pension mark-to-market transactions, acquisitions or divestitures, or other events. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the GAAP measures. The Company also believes such reconciliations would imply a degree of precision that could be confusing or misleading to investors.
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Third Quarter 2024 Earnings Conference Call
NCR Voyix management will host a conference call and webcast today at 8:00 a.m. Eastern Time to discuss the Company’s results for the third quarter. Access to the webcast and the accompanying slides are available on the Investor Relations section of the Company’s website at https://investor.ncrvoyix.com. Participants may access the live call by dialing 888-645-4404 (United States/Canada Toll-free) or +1 862-298-0702 (International Toll) and requesting to be connected to the conference call. A replay of the audio webcast will be archived on the Company’s website following the live event.
More information on the Company’s third quarter earnings is available on the NCR Voyix Investor Relations section of the Company’s website at https://investor.ncrvoyix.com.
About NCR Voyix
NCR Voyix Corporation (NYSE: VYX) is a leading global provider of digital commerce solutions for the retail and restaurant industries. NCR Voyix empowers retailers and restaurants to transform their customers experiences through a comprehensive cloud-based platform and extensive services capabilities. Headquartered in Atlanta, Georgia, it serves customers in more than 30 countries.
Website: https://investor.ncrvoyix.com
Twitter: https://www.x.com/ncr_voyix/
Facebook: https://www.facebook.com/ncrcorp
Instagram: https://www.instagram.com/ncrvoyix/
LinkedIn: https://www.linkedin.com/company/ncrvoyix/
YouTube: https://www.youtube.com/@ncrvoyix
News Media Contact
media.relations@ncrvoyix.com
Investor Contact
Alan Katz
alan.katz@ncrvoyix.com
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Cautionary Statements
This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements use words such as “expect,” “target,” “anticipate,” “outlook,” “guidance,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to the Company’s plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements in this release include, without limitation, statements regarding: our expectations regarding our growth strategy, our expectations regarding the transition of our hardware business to an outsourced design and manufacturing model, our expected use of proceeds from the Digital Banking sale, our expectations regarding our share repurchase program and our anticipated future performance and financial outlook. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual outcomes and results to differ materially from the results contemplated by such forward-looking statements, including those factors relating to: our ability to achieve the expected benefits of the Digital Banking sale; the impact of the Digital Banking sale, including disruption of the Company's business in connection with the provision of transition services following the sale; our ability to realize the anticipated cost savings and other benefits related to the transition of our hardware business to an outsourced design and manufacturing model; challenges with transforming and growing our business, including our ability to attract new customers, increase use of our platform by existing customers and cross-sell additional products and solutions; development and introduction of new, competitive solutions on a timely, cost-effective basis; our ability to compete effectively against new and existing competitors; our ability to maintain a consistently high level of customer service; our ability to successfully manage our profitability and cost reduction initiatives; integration of acquisitions and management of other strategic transactions; the potential strategic benefits, synergies or opportunities expected from the Spin-Off may not be realized or may take longer to realize than expected; any unforeseen tax liabilities or impacts resulting from the Spin-Off, requests, requirements or penalties imposed by any governmental authorities related to certain existing liabilities; domestic and global economic and credit conditions; downturn or consolidation in the financial services industry; difficulties and risks associated with developing and selling complex new solutions and enhancements, including those using artificial intelligence; risks and uncertainties associated with our payments-related business; disruptions in our data center hosting and public cloud facilities; any failures or delays in our efforts to modernize our information technology infrastructure; retention and attraction of key employees; defects, errors, installation difficulties or development delays; failure of third-party suppliers; a major natural disaster or catastrophic event; geopolitical and macroeconomic challenges or events or acts of terrorism; environmental exposures from historical manufacturing activities; the impact of cybersecurity incidents on our business, including the April 2023 ransomware incident, and efforts to prevent or mitigate such incidents and any related impacts on our operations; efforts to comply with applicable data protection and data privacy laws; our level of indebtedness; the terms governing our indebtedness; incurrence of additional debt or other liabilities or obligations; access to the capital markets and other sources of financing; our cash flow sufficiency to service our indebtedness; interest rate risks and increased costs of borrowings; the impact of certain changes in control relating to acceleration of our indebtedness; our obligations under other financing arrangements, or required repurchase of our senior unsecured notes; any lowering or withdrawal of the ratings assigned to our debt securities by rating agencies; unforeseen tax liabilities or changes in tax law; our failure to maintain effective internal control over financial reporting and disclosure controls and procedures and our ability to remediate material weaknesses in our internal control over financial reporting; the write down of the value of certain significant assets; allegations or claims by third parties that our products or services infringe on intellectual property rights of others, including claims against our customers and claims by our customers to defend and indemnify them with respect to such claims; protection of our intellectual property; changes to our tax rates and additional income tax liabilities; and uncertainties regarding regulations, lawsuits and other related matters; rights preferences and privileges of holders of our Series A Convertible Stock compared to the rights of our common stockholders; impact of the terms of our Series A Convertible Preferred Stock relating to voting power, share dilution and market price of our common stock; actions or proposals from stockholders that do not align with our business strategies or the interest of our stockholders; and other factors presented in “Item 1A-Risk Factors” of our most recent Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent filings we make with the U.S. Securities and Exchange Commission (“SEC”), including our Quarterly Reports on Form 10-Q, which we advise you to review.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and should not be relied upon as representing our plans and expectations as of any subsequent date. The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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Non-GAAP Financial Measures
Non-GAAP Financial Measures. While the Company reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this release the Company also uses the non-GAAP measures listed and described below. The Company’s definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) and Adjusted EBITDA margin. The Company determines Adjusted EBITDA for a given period based on its GAAP net income from continuing operations attributable to NCR Voyix plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization (excluding acquisition-related amortization of intangibles); plus stock-based compensation expense; plus other income (expense); plus pension mark-to-market adjustments and other special items, including amortization of acquisition-related intangibles, separation-related costs, cyber ransomware incident recovery costs (net of insurance recoveries), fraudulent ACH disbursements costs, transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), acquisition-related costs, foreign currency devaluation related costs, and strategic initiative costs, among others. Separation-related costs include costs incurred as a result of the spin-off. Professional and other fees to effect the spin-off including separation management, organizational design, and legal fees have been classified within discontinued operations through October 16, 2023, the separation date. The Company also uses Adjusted EBITDA margin, which is calculated based on Adjusted EBITDA as a percentage of total revenue. The Company uses Adjusted EBITDA and Adjusted EBITDA margin to manage and measure the performance of its business segments. The Company also uses Adjusted EBITDA and Adjusted EBITDA margin to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. The Company believes that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors because they are indicators of the strength and performance of the Company’s ongoing business operations, including its ability to fund discretionary spending such as capital expenditures, strategic acquisitions and other investments. Adjusted EBITDA and Adjusted EBITDA margin should not be considered as substitutes for, or superior to, net income from continuing operations attributable to NCR Voyix or net profit margin, respectively, under GAAP.
Normalized Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Normalized Adjusted EBITDA) and Normalized Revenue. The Company determines Normalized Adjusted EBITDA for a given period by further adjusting its Adjusted EBITDA for estimated costs historically allocated to NCR Atleos that do not meet the definition of expenses related to discontinued operations for purposes of GAAP requirements regarding the reporting of discontinued operations. Normalized Adjusted EBITDA and Normalized Revenue also removes revenue and for Normalized Adjusted EBITDA the costs associated with the transfer or pending transfer of NCR Atleos-related operations in all foreign countries that have not occurred by September 30, 2024 from Adjusted EBITDA. In addition, Normalized Adjusted EBITDA and Normalized Revenue adjusts for all divestitures that occurred in prior periods that are not treated as discontinued operations under GAAP. The Company uses Normalized Adjusted EBITDA and Normalized Revenue to estimate the performance of the continuing business following the spin-off. The Company believes that Normalized Adjusted EBITDA and Normalized Revenue provide useful information to investors because it is an indicator of the strength and performance of the Company’s ongoing business operations following the spin-off and allow for more easy comparisons period over period.
Non-GAAP Diluted Earnings Per Share (EPS). The Company determines Non-GAAP EPS by excluding, as applicable, pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits, as well as other special items, including amortization of acquisition related intangibles, stock-based compensation expense, separation-related costs, cyber ransomware incident recovery costs, fraudulent ACH disbursements costs, strategic initiative costs, foreign currency devaluation costs, costs related to the disposal of businesses, and transformation and restructuring activities, from the Company’s GAAP earnings per share. Due to the non-operational nature of these pension and other special items, the Company’s management uses these non-GAAP measures to evaluate year-over-year operating performance. The Company believes this measure is useful for investors because it provides a more complete understanding of the Company’s underlying operational performance, as well as consistency and comparability with the Company’s past reports of financial results.
Net Debt and Net Leverage Ratio. NCR Voyix management uses non-GAAP measures called “net debt” and “net leverage ratio” to assess the financial performance of the Company. We define net debt as total debt minus cash and cash equivalents. NCR Voyix’s management considers net debt to be an important measure of liquidity and an indicator of our ability to meet ongoing obligations. Net leverage ratio is calculated as net debt divided by last-twelve-months Adjusted EBITDA. NCR Voyix’s management considers net leverage ratio to be an important indicator of the Company’s indebtedness in relation to its operating performance. The Company’s definition of net debt and net leverage ratio may differ from other companies’ definitions of each measure, and each measure should not be considered a substitute for, or superior to, comparable GAAP metrics.
Non-GAAP Pro Forma Outlook. The supplemental non-GAAP pro forma financial outlook in this press release is not necessarily indicative of the operating results of the Company were the divestiture of the Digital Banking business and the application of the
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proceeds from the sale to pay off outstanding indebtedness, the ongoing expense reduction actions and the transition of the Company’s POS and SCO hardware businesses to an ODM model effected as of or before January 1, 2024 or of the operating results of the Company in the future. The supplemental non-GAAP pro forma financial outlook included in this press release is not pro forma information prepared in accordance with Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation. The Company has published historical pro forma financial information in accordance with Article 11 of Regulation S-X of the SEC to give effect to the divestiture of the Digital Banking business in connection with the closing of the transaction.
Use of Certain Terms
The term “recurring revenue” includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights. NCR Voyix's management considers recurring revenue, and the other metrics derived therefrom, to be an important indicator of the predictability of revenue and part of our strategic plan.
The term “annual recurring revenue” or “ARR” is recurring revenue, excluding software licenses (SWL) sold as a subscription, for the last three months times four. In addition, plus the rolling four quarters of term-based SWL arrangements that include customer termination rights.
The term “Software ARR” includes recurring software license revenue, software maintenance revenue, SaaS revenue, standalone hosted contract revenue, professional services recurring revenue and payments revenue.
The term “Software & Services Revenue” includes all software, services and payments revenue and excludes hardware revenue.
The term “platform sites” includes all sites for which we bill for use of our Commerce platform.
The term “payment sites” includes all sites which utilizes NCR Voyix’s payment processing capabilities.
Reconciliation of Net Income from Continuing Operations Attributable to NCR Voyix (GAAP) to Adjusted Earnings Before Interest, Depreciation, Taxes and Amortization (Adjusted EBITDA)
| $ in millions | Q3 2024 QTD | Q3 2023 QTD | Q3 2024 YTD | Q3 2023 YTD | |||||||||||||||||||
| Net Income (Loss) from Continuing Operations Attributable to NCR Voyix (GAAP) | $ | (31) | $ | (266) | $ | (193) | $ | (457) | |||||||||||||||
| Depreciation and amortization (excluding acquisition-related amortization of intangibles) | 53 | 49 | 153 | 140 | |||||||||||||||||||
| Acquisition-related amortization of intangibles | 7 | 11 | 22 | 31 | |||||||||||||||||||
| Interest expense | 40 | 83 | 120 | 257 | |||||||||||||||||||
| Interest income | (2) | (5) | (5) | (11) | |||||||||||||||||||
| Acquisition-related costs | — | — | — | 1 | |||||||||||||||||||
| Income tax expense (benefit) | (1) | 187 | 3 | 200 | |||||||||||||||||||
| Stock-based compensation expense | 9 | 19 | 32 | 65 | |||||||||||||||||||
| Transformation and restructuring costs | 16 | 1 | 90 | 5 | |||||||||||||||||||
| Separation costs | 1 | 10 | 9 | 18 | |||||||||||||||||||
| Loss (gain) on disposal of businesses | — | (3) | (14) | (10) | |||||||||||||||||||
Foreign currency devaluation | — | — | 15 | — | |||||||||||||||||||
Fraudulent ACH disbursements | (2) | 5 | (4) | 10 | |||||||||||||||||||
| Cyber ransomware incident recovery costs | (1) | 12 | (5) | 23 | |||||||||||||||||||
| Strategic initiatives | 12 | — | 18 | — | |||||||||||||||||||
| Loss on debt extinguishment | (8) | — | (8) | — | |||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 93 | $ | 103 | $ | 233 | $ | 272 | |||||||||||||||
Less: Divestitures(1) | — | (5) | — | (18) | |||||||||||||||||||
Less: NCR Atleos delayed country transfers | 2 | (1) | 4 | (3) | |||||||||||||||||||
Plus: Estimated costs historically allocated to NCR Atleos | — | 31 | — | 69 | |||||||||||||||||||
| Plus: Estimated costs historically allocated to Digital Banking | 6 | 5 | 14 | $ | 16 | ||||||||||||||||||
Normalized Adjusted EBITDA (Non-GAAP) | $ | 101 | $ | 133 | $ | 251 | $ | 336 | |||||||||||||||
(1)2023 Divestiture amounts shown in table represent the quarterly impact of the non-core payments and Austria-hardware divestitures.
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Reconciliation of Revenue to Normalized Revenue
| $ in millions | Q3 2024 QTD | Q3 2023 QTD | Q3 2024 YTD | Q3 2023 YTD | |||||||||||||||||||
Revenue | $ | 711 | $ | 809 | $ | 2,144 | $ | 2,382 | |||||||||||||||
Less: Divestitures(1) | — | (12) | — | (41) | |||||||||||||||||||
Less: NCR Atleos delayed country transfers | (3) | (3) | (4) | (9) | |||||||||||||||||||
Normalized Revenue | $ | 708 | $ | 794 | $ | 2,140 | $ | 2,332 | |||||||||||||||
(1)2023 Divestiture amounts shown in table represent the quarterly impact of the non-core payments and Austria-hardware divestitures.
Reconciliation of Software & Services Revenue to Normalized Software & Services Revenue
| $ in millions | Q3 2024 QTD | Q3 2023 QTD | Q3 2024 YTD | Q3 2023 YTD | |||||||||||||||||||
| Software & Services Revenue | $ | 517 | $ | 540 | 1,534 | 1,585 | |||||||||||||||||
Less: Divestitures(1) | — | (10) | — | (34) | |||||||||||||||||||
Less: NCR Atleos delayed country transfers | (1) | (2) | (2) | (6) | |||||||||||||||||||
| Normalized Software & Services Revenue | $ | 516 | $ | 528 | $ | 1,532 | $ | 1,545 | |||||||||||||||
(1)2023 Divestiture amounts shown in table represent the quarterly impact of the non-core payments and Austria-hardware divestitures.
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Reconciliation of Diluted Earnings Per Share from Continuing Operations (GAAP) to
Non-GAAP Diluted Earnings Per Share from Continuing Operations (Non-GAAP)
| Q3 2024 QTD | Q3 2024 YTD | ||||||||||
Diluted Earnings Per Share from Continuing Operations (GAAP)(1) | $ | (0.24) | $ | (1.42) | |||||||
| Acquisition-related amortization of intangibles | 0.04 | 0.11 | |||||||||
| Stock-based compensation expense | 0.06 | 0.20 | |||||||||
| Transformation and restructuring costs | 0.09 | 0.46 | |||||||||
| Separation costs | 0.01 | 0.05 | |||||||||
| Loss (gain) on disposal of businesses | — | (0.07) | |||||||||
| Foreign currency devaluation | — | 0.08 | |||||||||
| Fraudulent ACH disbursements | (0.01) | (0.02) | |||||||||
| Cyber ransomware incident recovery costs | (0.01) | (0.02) | |||||||||
| Strategic initiatives | 0.06 | 0.09 | |||||||||
| Debt refinancing | (0.04) | (0.04) | |||||||||
Diluted Earnings Per Share from Continuing Operations (Non-GAAP)(1) | $ | — | $ | (0.35) | |||||||
(1) Non-GAAP diluted EPS is determined using the conversion of the Series A Convertible Preferred Stock into common stock in the calculation of weighted average diluted shares outstanding. GAAP EPS is determined using the most dilutive measure, either including the impact of dividends or deemed dividends on the Company’s Series A Convertible Preferred Stock in the calculation of net income or loss available to common stockholders or including the impact of the conversion of the Series A Convertible Preferred Stock into common stock in the calculation of the weighted average diluted shares outstanding. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may not mathematically reconcile.
| $ in millions | Q3 2024 QTD | Q3 2024 QTD Non-GAAP | Q3 2024 YTD | Q3 2024 YTD Non-GAAP | |||||||||||||||||||
| Income (loss) from continuing operations attributable to NCR Voyix common stockholders | |||||||||||||||||||||||
| Income (loss) from continuing operations (attributable to NCR Voyix) | $ | (31) | $ | — | $ | (193) | $ | (57) | |||||||||||||||
| Dividends on convertible preferred shares | (4) | — | (12) | — | |||||||||||||||||||
| Income (loss) from continuing operations attributable to NCR Voyix common stockholders | $ | (35) | $ | — | $ | (205) | $ | (57) | |||||||||||||||
| Weighted average outstanding shares: | |||||||||||||||||||||||
| Weighted average diluted shares outstanding | 145.4 | 148.6 | 144.6 | 147.6 | |||||||||||||||||||
| Weighted as-if converted preferred shares | — | 15.9 | — | 15.9 | |||||||||||||||||||
| Total shares used in diluted earnings per share | 145.4 | 164.5 | 144.6 | 163.5 | |||||||||||||||||||
| Diluted earnings per share from continuing operations | $ | (0.24) | $ | — | $ | (1.42) | $ | (0.35) | |||||||||||||||
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| NCR VOYIX CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except per share amounts) | Schedule A | |||||||
For the Period Ended September 30 | |||||||||||||||||||||||
Three Months | Nine Months | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Product | $ | 219 | $ | 296 | $ | 684 | $ | 875 | |||||||||||||||
| Service | 492 | 513 | 1,460 | 1,507 | |||||||||||||||||||
| Total Revenue | 711 | 809 | 2,144 | 2,382 | |||||||||||||||||||
| Cost of products | 185 | 253 | 594 | 771 | |||||||||||||||||||
| Cost of services | 360 | 361 | 1,120 | 1,053 | |||||||||||||||||||
| Total gross margin | 166 | 195 | 430 | 558 | |||||||||||||||||||
| % of Revenue | 23.3 | % | 24.1 | % | 20.1 | % | 23.4 | % | |||||||||||||||
| Selling, general and administrative expenses | 113 | 142 | 340 | 427 | |||||||||||||||||||
| Research and development expenses | 38 | 29 | 129 | 98 | |||||||||||||||||||
| Income (loss) from operations | 15 | 24 | (39) | 33 | |||||||||||||||||||
| % of Revenue | 2.1 | % | 3.0 | % | (1.8) | % | 1.4 | % | |||||||||||||||
| Interest expense | (40) | (83) | (120) | (257) | |||||||||||||||||||
| Other income (expense), net | (15) | (20) | (40) | (33) | |||||||||||||||||||
| Total interest and other expense, net | (47) | (103) | (152) | (290) | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (32) | (79) | (191) | (257) | |||||||||||||||||||
| % of Revenue | (4.5) | % | (9.8) | % | (8.9) | % | (10.8) | % | |||||||||||||||
| Income tax expense (benefit) | (1) | 187 | 3 | 200 | |||||||||||||||||||
| Income (loss) from continuing operations | (31) | (266) | (194) | (457) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | 1,113 | 138 | 1,162 | 353 | |||||||||||||||||||
| Net income (loss) | 1,082 | (128) | 968 | (104) | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | — | — | (1) | — | |||||||||||||||||||
Net income (loss) attributable to noncontrolling interests of discontinued operations | — | 1 | — | 1 | |||||||||||||||||||
| Net income (loss) attributable to NCR Voyix | $ | 1,082 | $ | (129) | $ | 969 | $ | (105) | |||||||||||||||
| Amounts attributable to NCR Voyix common stockholders: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | (31) | $ | (266) | $ | (193) | $ | (457) | |||||||||||||||
| Dividends on convertible preferred stock | (4) | (4) | (12) | (12) | |||||||||||||||||||
| Income (loss) from continuing operations attributable to NCR Voyix common stockholders | (35) | (270) | (205) | (469) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | 1,113 | 137 | 1,162 | 352 | |||||||||||||||||||
| Net income (loss) attributable to NCR Voyix common stockholders | $ | 1,078 | $ | (133) | $ | 957 | $ | (117) | |||||||||||||||
| Income (loss) per share attributable to NCR Voyix common stockholders: | |||||||||||||||||||||||
| Income (loss) per common share from continuing operations | |||||||||||||||||||||||
| Basic | $ | (0.24) | $ | (1.92) | $ | (1.42) | $ | (3.34) | |||||||||||||||
Diluted (1) | $ | (0.24) | $ | (1.92) | $ | (1.42) | $ | (3.34) | |||||||||||||||
| Net income (loss) per common share | |||||||||||||||||||||||
| Basic | $ | 7.41 | $ | (0.94) | $ | 6.62 | $ | (0.83) | |||||||||||||||
Diluted (1) | $ | 7.41 | $ | (0.94) | $ | 6.62 | $ | (0.83) | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 145.4 | 140.9 | 144.6 | 140.3 | |||||||||||||||||||
Diluted (1) | 145.4 | 140.9 | 144.6 | 140.3 | |||||||||||||||||||
(1) Diluted EPS is determined using the most dilutive measure, either including the impact of the dividends and deemed dividends on the Company’s Series A Convertible Preferred Shares in the calculation of net income or loss per common share from continuing operations and net income or loss per common share or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding.
9
| NCR VOYIX CORPORATION REVENUE AND ADJUSTED EBITDA SUMMARY (Unaudited) (in millions) | Schedule B | |||||||
For the Period Ended September 30 | |||||||||||||||||||||||||||||||||||
Three Months | Nine Months | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | ||||||||||||||||||||||||||||||
| Revenue by segment | |||||||||||||||||||||||||||||||||||
| Retail | $ | 487 | $ | 552 | (12) | % | $ | 1,495 | $ | 1,633 | (8) | % | |||||||||||||||||||||||
| Restaurants | 211 | 229 | (8) | % | 614 | 663 | (7) | % | |||||||||||||||||||||||||||
Corporate and Other(1) | 13 | 28 | (54) | % | 35 | 86 | (59) | % | |||||||||||||||||||||||||||
| Total revenue | $ | 711 | $ | 809 | (12) | % | $ | 2,144 | $ | 2,382 | (10) | % | |||||||||||||||||||||||
| Adjusted EBITDA by segment | |||||||||||||||||||||||||||||||||||
| Retail | $ | 108 | $ | 123 | (12) | % | $ | 281 | $ | 321 | (12) | % | |||||||||||||||||||||||
| Retail Adjusted EBITDA margin % | 22.2% | 22.3% | 18.8% | 19.7% | |||||||||||||||||||||||||||||||
| Restaurants | 66 | 52 | 27 | % | 183 | 147 | 24 | % | |||||||||||||||||||||||||||
| Restaurants Adjusted EBITDA margin % | 31.3% | 22.7% | 29.8% | 22.2% | |||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 174 | $ | 175 | (1) | % | $ | 464 | $ | 468 | (1) | % | |||||||||||||||||||||||
| Segment Adjusted EBITDA margin % | 24.9% | 22.4% | 22.0% | 20.4% | |||||||||||||||||||||||||||||||
Corporate and Other(1) | (81) | (72) | 13 | % | (231) | (196) | 18 | % | |||||||||||||||||||||||||||
| Total Adjusted EBITDA | $ | 93 | $ | 103 | (10) | % | $ | 233 | $ | 272 | (14) | % | |||||||||||||||||||||||
| Total Adjusted EBITDA margin % | 13.1% | 12.7% | 10.9% | 11.4% | |||||||||||||||||||||||||||||||
(1) Corporate and Other includes income and expenses related to corporate functions that are not specifically attributable to any of our two individual reportable segments along with certain non-strategic businesses that are considered immaterial operating segment(s) and certain countries which are expected to transfer to NCR Atleos during the remainder of 2024, as well as commercial agreements with NCR Atleos.
10
| NCR VOYIX CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except per share amounts) | Schedule C | |||||||
| In millions, except per share amounts | September 30, 2024 | December 31, 2023 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 795 | $ | 259 | |||||||
Accounts receivable, net of allowances of $28 and $29 as of September 30, 2024 and December 31, 2023, respectively | 623 | 414 | |||||||||
| Inventories | 208 | 250 | |||||||||
| Restricted cash | 26 | 21 | |||||||||
| Prepaid and other current assets | 173 | 178 | |||||||||
| Current assets of discontinued operations | — | 84 | |||||||||
| Total current assets | 1,825 | 1,206 | |||||||||
| Property, plant and equipment, net | 193 | 207 | |||||||||
| Goodwill | 1,521 | 1,519 | |||||||||
| Intangibles, net | 102 | 123 | |||||||||
| Operating lease assets | 236 | 231 | |||||||||
| Prepaid pension cost | 44 | 43 | |||||||||
| Deferred income taxes | 225 | 237 | |||||||||
| Other assets | 528 | 532 | |||||||||
| Noncurrent assets of discontinued operations | — | $ | 892 | ||||||||
| Total assets | $ | 4,674 | $ | 4,990 | |||||||
| Liabilities and stockholders’ equity (deficit) | |||||||||||
| Current liabilities | |||||||||||
| Short-term borrowings | $ | — | $ | 15 | |||||||
| Accounts payable | 400 | 440 | |||||||||
| Payroll and benefits liabilities | 119 | 126 | |||||||||
| Contract liabilities | 186 | 157 | |||||||||
| Settlement liabilities | 40 | 39 | |||||||||
| Other current liabilities | 782 | 421 | |||||||||
| Current liabilities of discontinued operations | — | 135 | |||||||||
| Total current liabilities | 1,527 | 1,333 | |||||||||
| Long-term debt | 1,098 | 2,563 | |||||||||
| Pension and indemnity plan liabilities | 165 | 160 | |||||||||
| Postretirement and postemployment benefits liabilities | 38 | 43 | |||||||||
| Income tax accruals | 59 | 64 | |||||||||
| Operating lease liabilities | 253 | 251 | |||||||||
| Other liabilities | 247 | 253 | |||||||||
| Noncurrent liabilities of discontinued operations | — | 22 | |||||||||
| Total liabilities | 3,387 | 4,689 | |||||||||
| Commitments and Contingencies (Note 10) | |||||||||||
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 shares issued and outstanding as of September 30, 2024 and December 31, 2023; redemption amount and liquidation preference of $276 as of September 30, 2024 and December 31, 2023 | 276 | 276 | |||||||||
| Stockholders’ equity (deficit) | |||||||||||
| NCR Voyix stockholders’ equity (deficit) | |||||||||||
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | — | — | |||||||||
Common stock: par value $0.01 per share, 500.0 shares authorized, 145.5 and 142.6 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 1 | 1 | |||||||||
| Paid-in capital | 911 | 874 | |||||||||
| Retained earnings (deficit) | 561 | (421) | |||||||||
| Accumulated other comprehensive loss | (460) | (429) | |||||||||
| Total NCR Voyix stockholders’ equity (deficit) | 1,013 | 25 | |||||||||
| Noncontrolling interests in subsidiaries | (2) | — | |||||||||
| Total stockholders’ equity (deficit) | 1,011 | 25 | |||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 4,674 | $ | 4,990 | |||||||
11
NCR VOYIX CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) | Schedule D | |||||||
| In millions | Nine months ended September 30 | ||||||||||
| 2024 | 2023 | ||||||||||
| Operating activities | |||||||||||
| Net income (loss) | $ | 968 | $ | (104) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
| Loss (gain) on debt extinguishment | (8) | — | |||||||||
| Depreciation and amortization | 237 | 461 | |||||||||
| Stock-based compensation expense | 39 | 98 | |||||||||
| Deferred income taxes | 11 | 201 | |||||||||
| Gain on terminated interest rate derivative agreements | — | (103) | |||||||||
| Impairment of other assets | 5 | 7 | |||||||||
| Loss (gain) on disposal of property, plant and equipment and other assets | — | (2) | |||||||||
| Loss (gain) on divestiture | (1,560) | (10) | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Receivables | 49 | 132 | |||||||||
| Inventories | 37 | (12) | |||||||||
| Current payables and accrued expenses | (41) | 17 | |||||||||
| Contract liabilities | 38 | (6) | |||||||||
| Employee benefit plans | (8) | (10) | |||||||||
| Other assets and liabilities | 271 | 58 | |||||||||
| Net cash provided by (used in) operating activities | $ | 38 | $ | 727 | |||||||
| Investing activities | |||||||||||
| Expenditures for property, plant and equipment | $ | (23) | $ | (112) | |||||||
| Proceeds from sale of property, plant and equipment and other assets | — | 8 | |||||||||
| Additions to capitalized software | (155) | (194) | |||||||||
| Business acquisitions, net of cash acquired | — | (7) | |||||||||
| Proceeds from divestiture, net | 2,458 | 10 | |||||||||
Proceeds from disposition of corporate-owned life insurance policies | 30 | — | |||||||||
| Termination of trade receivable facility | (300) | — | |||||||||
| Collections on purchased trade receivables | 7 | — | |||||||||
| Purchases of short-term investments | — | (10) | |||||||||
| Net cash provided by (used in) investing activities | $ | 2,017 | $ | (305) | |||||||
| Financing activities | |||||||||||
| Payments on term credit facilities | (200) | (77) | |||||||||
| Payments on revolving credit facilities | (693) | (2,044) | |||||||||
| Payments of senior unsecured notes | (1,177) | — | |||||||||
| Borrowings on term credit facilities | — | 726 | |||||||||
| Borrowings on revolving credit facilities | 595 | 1,959 | |||||||||
| Proceeds from senior unsecured and other notes | — | 1,333 | |||||||||
| Payments on other financing arrangements | — | (2) | |||||||||
| Cash dividend paid for Series A preferred shares dividends | (12) | (11) | |||||||||
| Proceeds from employee stock plans | 10 | 23 | |||||||||
| Tax withholding payments on behalf of employees | (12) | (16) | |||||||||
| Principal payments for finance lease obligations | (7) | (12) | |||||||||
| Net cash provided by (used in) financing activities | $ | (1,496) | $ | 1,879 | |||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (19) | (28) | |||||||||
| Increase (decrease) in cash, cash equivalents, and restricted cash | $ | 540 | $ | 2,273 | |||||||
| Cash, cash equivalents and restricted cash at beginning of period | 285 | 740 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 825 | $ | 3,013 | |||||||
12
1N Y S E : V Y X Q3 2024 Earnings Report David Wilkinson, CEO Brian Webb-Walsh, CFO November 7, 2024
2NYSE :VYX SPIN-OFF INFORMATION. On October 16, 2023, NCR Voyix completed the spin-off of NCR Atleos Corporation (“NCR Atleos”) as an independent, publicly traded company. The historical financial results of NCR Atleos are reflected as discontinued operations in NCR Voyix’s consolidated financial statements for periods prior to the completion of the spin-off. Accordingly, the financial information included in this presentation and the associated remarks has been recast to reflect the treatment of NCR Atleos as discontinued operations. However, certain costs historically allocated to NCR Atleos do not meet the definition of expenses related to discontinued operations for purposes of GAAP requirements regarding the reporting of discontinued operations. These costs have been included in NCR Voyix’s results from continuing operations, even though NCR Voyix is not expected to incur any additional such costs following completion of the spin-off, and primarily include costs of services and selling, general and administrative expenses. As a result, NCR Voyix’s GAAP and non-GAAP combined segment and consolidated results in this presentation and the associated remarks may not be comparable with estimates previously reported. To address this, NCR Voyix has provided Normalized Adjusted EBITDA, which adjusts for these costs. In addition, NCR Voyix was not able to cease all NCR Atleos-related operations in all foreign countries simultaneously with the spin-off. As a result, some of these transfers occurred during the fourth quarter of fiscal 2023 and the first and second quarters of fiscal 2024, with more expected to occur in the future. Each of these transfers from continuing operations will impact NCR Voyix’s segment and consolidated results as we retrospectively recast historical financial information for additional operations that become categorized as discontinued operations. As a result, NCR Voyix’s GAAP and non-GAAP combined segment and consolidated results in this presentation and the associated remarks and in future public disclosures may not be comparable with estimates previously reported. As a result of discontinued operations treatment and post-2023 transfers and planned transfers of NCR Atleos-related operations in foreign countries, NCR Voyix’s GAAP and non-GAAP combined segment results, segment results and consolidated results in this release may not be comparable with estimates previously reported. To provide enhanced comparability of combined segment results and consolidated results between periods, NCR Voyix has provided Normalized Adjusted EBITDA, which adjusts for these items. SALE OF DIGITAL BANKING. On September 30, 2024, NCR Voyix completed the sale of its Digital Banking segment businesses pursuant to a definitive purchase agreement with an affiliate of The Veritas Capital Fund VIII, L.P. ("Buyer"), dated as of August 6, 2024. The purchase price for the transaction was $2.45 billion in cash, subject to a post-closing adjustment, as well as contingent consideration of up to an additional $100 million in cash upon the achievement of a specified return on the Buyer's invested capital at the time of any future sale. The accounting requirements for reporting the Digital Banking Sale as a discontinued operation were met when the definitive agreement was signed. Accordingly, the financial results for Digital Banking for the three and nine months ended September 30, 2024 and 2023 have been presented as net income (loss) from discontinued operations, net of tax in our financial statements. Notes to Investors
3NYSE :VYX Notes to Investors NON-GAAP MEASURES. While the Company reports its results in accordance with generally accepted accounting principles in the United States, or GAAP, comments made during this presentation and in the associated remarks will include or make reference to certain “non-GAAP” measures, including selected measures such as adjusted EBITDA, adjusted EBITDA margin, net leverage ratio, adjusted free cash flow-unrestricted, normalized revenue, normalized adjusted EBITDA, and normalized adjusted EBITDA margin. The Company also reports its net leverage ratio in this presentation, which is calculated based on the Company's normalized adjusted EBITDA and net debt. In addition, our full year 2024 outlook for certain of these non-GAAP measures are presented on a pro forma as adjusted basis to give effect to the divestiture of the Digital Banking Business, ongoing expense reduction actions and the transition of the Company's POS and SCO hardware businesses to an outsourced design and manufacturing model. These pro forma non-GAAP measures include pro forma revenue, pro forma adjusted EBITDA, pro forma adjusted EBITDA margin, pro forma net leverage ratio, and pro forma adjusted free cash flow-unrestricted. These measures are included to provide additional useful information regarding the Company’s financial results and are not a substitute for their comparable GAAP measures. NCR Voyix’s definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. Explanations of these non-GAAP measures, as well as a statement of usefulness and purpose of each such measure are included in the appendix of this presentation. These presentation materials and the associated remarks made during this presentation are integrally related and are intended to be presented and understood together.
4NYSE :VYX Notes to Investors GUIDANCE AND PRO FORMA INFORMATION. The Company’s full year 2024 outlook reflects the announced strategic actions, including the divestiture of its Digital Banking business (assuming a closing by the end of the fourth quarter, which is subject to customary closing conditions, including regulatory approvals) and other ongoing expense reduction actions. As a result of the divestiture of the Digital Banking business, we expect our Digital Banking segment to be presented as a discontinued operation beginning with the third quarter of fiscal 2024 which results in the removal of Digital Banking results from our outlook and results of operations for the full year and all prior periods. In addition, the Company is providing supplemental full year 2024 outlook on a pro forma basis to give effect to the divestiture of the Digital Banking business and the application of the proceeds from the sale to pay down outstanding indebtedness, the ongoing expense reduction actions and the transition of the Company’s POS and SCO hardware businesses to an outsourced design and manufacturing (ODM) model, as if all such transactions and actions had occurred on January 1, 2024, in order to enhance investors’ ability to evaluate and compare the Company’s operations on a go-forward basis, reflecting the impact of these transactions and actions. With respect to our Adjusted EBITDA outlook for full year 2024 on an actual and pro forma basis and our pro forma outlook for our anticipated target net leverage ratio, our Adjusted EBITDA margin, and our adjusted free cash flow-unrestricted, we do not provide a reconciliation of the respective GAAP measures because we are not able to predict with reasonable certainty the reconciling items that may affect GAAP net income from continuing operations and GAAP cash flow provided by (used in) from operating activities without unreasonable effort. The reconciling items are primarily the future impact of special tax items, capital structure transactions, restructuring, pension mark-to-market transactions, acquisitions or divestitures, or other events. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the GAAP measures. The Company also believes such reconciliations would imply a degree of precision that would be confusing or misleading to investors. Further, the updated FY 2024 performance outlook and supplemental non-GAAP pro forma financial outlook in this presentation is not necessarily indicative of the operating results of the Company were the divestiture of the Digital Banking business and the application of the proceeds from the sale to pay off outstanding indebtedness, the ongoing expense reduction actions and the transition of the Company’s POS and SCO hardware businesses to an ODM model effected as of or before January 1, 2024 or of the operating results of the Company in the future. The supplemental non-GAAP pro forma financial outlook is not pro forma information prepared in accordance with Article 11 of Regulation S-X of the SEC, and the preparation of information in accordance with Article 11 would result in a different presentation. The Company has published historical pro forma financial information prepared in connection with Article 11 of Regulation S-X of the SEC to give effect to the divestiture of the Digital Banking business in connection with the closing of the transaction.
5NYSE :VYX FORWARD-LOOKING STATEMENTS. This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Statements can generally be identified as forward-looking because they include words such as “expect,” “target,” “anticipate,” “outlook,” “guidance,” “intend,” “plan,” “confident,” “believe,” “will,” “should,” “would,” “potential,” “positioning,” “proposed,” “planned,” “objective,” “likely,” “could,” “may,” or words of similar meaning. NCR Voyix Corporation (“NCR Voyix” or the “Company”) intends for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to the Company’s plans, targets, goals, intentions, strategies, prospects, or financial outlook, including modeling considerations, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding: our expectations following the divestiture of our digital banking business, the transition of our hardware business to an outsourced design and manufacturing model, our expectations regarding other strategic initiatives and our growth strategies, our expectations regarding our share repurchase program and the expected time period to realize the benefits of such actions. Forward-looking statements are subject to assumptions, risks and uncertainties that may cause actual results to differ materially from those contemplated by such forward-looking statements. The factors that could cause the Company’s actual results to differ materially include, among others, the following: challenges with transforming and growing the Company’s business, including the Company’s ability to attract new customers, increase use of the Company’s platform by existing customers and cross-sell additional products and solutions; the Company's ability to compete effectively against new and existing competitors and to continue to introduce competitive new products and solutions on a timely, cost-effective basis; the difficulties and risks associated with developing and selling complex new solutions and enhancements, including those using artificial intelligence; the timing and implementation of the Company’s cost reduction initiatives; the Company's ability to successfully complete and integrate acquisitions or other strategic transactions and to realize the anticipated benefits associated with the same; the failure to achieve some or all of the expected strategic benefits or opportunities expected from the spin-off of NCR Atleos, the divestiture of our digital banking business, or the transition of the Company’s POS and SCO hardware businesses to an ODM model; the failure to implement the transition of our hardware business; any unforeseen tax liabilities or impacts resulting from the spin-off of NCR Atleos; the impact of cybersecurity incidents on the Company’s business, including the April 2023 ransomware incident, and efforts to prevent or mitigate such incidents and any related impacts on the Company’s operations; efforts to comply with applicable data protection and data privacy laws; domestic and global economic and credit conditions; risks and uncertainties associated with the Company’s payments-related business; disruptions in the Company’s data center hosting and public cloud facilities; retention and attraction of key employees; defects, errors, installation difficulties or development delays; failure of the Company’s third-party suppliers; a major natural disaster or catastrophic event; geopolitical and macroeconomic challenges or events or acts of terrorism; environmental exposures from the Company’s historical manufacturing activities; risks associated with the Company’s indebtedness; the Company’s failure to maintain effective internal control over financial reporting and disclosure controls and procedures and its ability to remediate material weaknesses in its internal control over financial reporting; and other factors identified in “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission, which are available at https://www.sec.gov. You should consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on such statements. The Company assumes no obligation to update any forward-looking statements, which speak only as of the date of this presentation. Notes to Investors
6NYSE :VYX Software ARR3 $0.7B +2% Total ARR3 $1.6B +2% Software Revenue2 $245M +2% Services Revenue $271M (3)% $101M 14.3% Adj EBITDA & Margin 70k +25% Total Platform Sites KEY NORMALIZED QUARTERLY HIGHLIGHTS1 1 Amounts reflect normalized financial results; growth comparisons are versus Q3 2023. For a definition of non-GAAP metrics and a reconciliation of GAAP to non-GAAP financial metrics, see Appendix. 2 Software growth percentage excludes the impact of a $10M one-time software true-up payment in Q3 2023. 3 Represents Annual Recurring Revenue. For a definition of Annual Recurring Revenue, see Appendix. Q3 2024 Overview
7NYSE :VYX Renewal & Expansion - Global Coffee Chain Renewal of services for existing markets + expansion into Latin America Restaurants Segment Performance • 230+ new customers signed in Q3 2024 Expanded Relationship - Mid-Market Multi-year platform contract • 150+ sites in the U.S. Expanded Relationship - QSR Multi-year Consumer Marketing deal signed with Hungry Jack's • ~500 sites in Australia Platform Conversion Platform Upsell Services Expansion CUSTOMER UPDATES SEGMENT HIGHLIGHTS 3Q24 Y-o-Y % Δ Platform Sites 29.5K +4% Payment Sites 7.1K +12% Total Segment ARR 548M +1%
8NYSE :VYX Expanded Relationship - Specialty Retail Multi-year platform contract • 1,500+ lanes across 400+ sites in the U.S. • POS software converting to platform + value- added solutions Retail Segment Performance 3Q24 Y-o-Y % Δ Platform Sites 40.1K +47% Total Segment ARR $1,048M +3% • 50+ new customers signed in Q3 2024 New Customer - Grocery+ Multi-year platform + Services contract • Australia's largest retail drinks network • 4,000+ lanes across 1,700 sites in Australia New Customer - Fuel & Convenience Multi-year platform contract with Edge • 175 lanes across 25+ sites in the U.S. • Hardware agnostic (NCR Voyix software running on existing third-party hardware) Software & Services Platform Connectivity Platform Conversion CUSTOMER UPDATES SEGMENT HIGHLIGHTS
9N Y S E : V Y X Financial Overview
10NYSE :VYX Q3 2024 Results – Total Company Reported (11)% Y/Y(12)% Y/Y (4)% Y/Y (10)% Y/Y $ in Millions $809 $711 3Q23 3Q24 $540 $517 3Q23 3Q24 $103 $93 3Q23 3Q24 13.1%12.7% $794 $708 3Q23 3Q24 Normalized1 $528 $516 3Q23 3Q24 (2)% Y/Y $133 $101 3Q23 3Q24 14.3% Revenue Reported Normalized1 Software & Services Revenue Adj. EBITDA (24)% Y/Y 16.8% 1 Amounts reflect normalized financial results. For a definition of non-GAAP metrics and a reconciliation of GAAP to non-GAAP financial metrics, see Appendix. 2 Growth rates exclude the impact of a one-time software true-up payment of $10M in Q3 2023. (6)% Y/Y $261 $245 3Q23 3Q24 $250 $245 3Q23 3Q24 (2)% Y/Y Software Revenue (3)% Y/Y $279 $272 3Q23 3Q24 $278 $271 3Q23 3Q24 (3)% Y/Y Services Revenue +2% Y/Y (ex.one-time items)2 Reported Normalized1 Reported Normalized1 Reported Normalized1 Flat Y/Y (ex.one-time items)2
11NYSE :VYX Q3 Segment and Corp. & Other Results As Reported Normalized1 $ in millions Q3 2024 Q3 2023 % Change Q3 2024 Q3 2023 % Change % Change (excl. one-time items)2 RESTAURANTS Revenue $211 $229 (8)% $211 $227 (7)% (7)% Software & Services Revenue $162 $163 (1)% $162 $163 (1)% (1)% Adj EBITDA $66 $52 27% $66 $52 27% 27% Adj EBITDA Margin (%) 31.3% 22.7% 860 bps 31.3% 22.9% 840 bps 840 bps RETAIL Revenue $487 $552 (12)% $487 $552 (12)% (10)% Software & Services Revenue $346 $356 (3)% $346 $356 (3)% Flat Adj EBITDA $108 $123 (12)% $108 $123 (12)% (4)% Adj EBITDA Margin (%) 22.2% 22.3% -10 bps 22.2% 22.3% -10 bps 140 bps CORPORATE & OTHER Revenue $13 $28 n/m $10 $15 n/m n/m Adj EBITDA $(81) $(72) n/m $(73) $(42) n/m n/m 1 Amounts reflect normalized financial results. For a definition of non-GAAP metrics and a reconciliation of GAAP to non-GAAP financial metrics, see Appendix. 2 Retail growth rates exclude the impact of a one-time software true-up payment of $10M in Q3 2023.
12NYSE :VYX Cash and Debt Information Capital Structure 09/30/2024 Total Debt $1,105 Available Cash4 (420) Adjusted Net Debt $685 Pro Forma 2024 Adj. EBITDA5 $430 Pro Forma Net Leverage Ratio6 1.6x 3Q24 Cash Flows Provided By (Used In) Operations $11 3Q24 Adjusted Free Cash Flow - Unrestricted (non-GAAP) $(25) For a definition of non-GAAP metrics and a reconciliation of GAAP to non-GAAP financial metrics, see Appendix. 1 Amount reflects $375 million of estimated cash taxes associated with the sale of Digital Banking. 2 The Company repaid $1,601 million of outstanding debt (term loan facility, revolving credit facility, and tender offer for a portion of its senior notes) and accrued and unpaid interest. 3 The Company repaid $251.5 million of trade receivables in addition to $0.4 million in connection with terminating the facility. 4 Available cash is defined as cash on the balance sheet less estimated cash taxes to be paid in 2024 and 2025 in connection with the sale of the Digital Banking business. 5 Amount reflects Pro Forma Adjusted EBITDA shown on slide 17. 6 Pro forma Net Leverage is calculated as net debt divided by Pro Forma Adjusted EBITDA. Use of Digital Banking Proceeds Gross proceeds $2,450 Estimated taxes & fees1 (437) Net proceeds 2,013 Debt pay down2 (1,601) Trade receivables facility3 (252) Total reduction of debt and other obligations (1,853) Net cash 160 Share repurchases (100) NextGen Investments (20) $650 $403 $52 Debt Maturity 2028 2029 2030 $— $250 $500 $750 Debt Term Structure Weighted Avg Rate: 5.06% Fixed Rate Debt: 100% Avg Maturity: 4.3 years $ in Millions
13NYSE :VYX $ in Millions FY2024 Guidance Software & Services Revenue $2,040 – $2,080 Hardware Revenue $765 – $780 Total Revenue $2,805 – $2,860 Adj. EBITDA (Cont. Ops.) $355 – $375 Adj. EBITDA (%) 12.6% – 13.1% FY2024 Performance Outlook Amounts reflect normalized financial results.
14N Y S E : V Y X Appendix
15NYSE :VYX 3Q YTD 2024 Results – Total Company Reported (8)% Y/Y(10)% Y/Y (3)% Y/Y (14)% Y/Y $ in Millions $2,382 $2,144 3Q23 YTD 3Q24 YTD $1,585 $1,534 3Q23 YTD 3Q24 YTD $272 $233 3Q23 YTD 3Q24 YTD 10.9%11.4% $2,332 $2,140 3Q23 YTD 3Q24 YTD Normalized1 $1,545 $1,532 3Q23 YTD 3Q24 YTD (1)% Y/Y $336 $251 3Q23 YTD 3Q24 YTD 11.7% Revenue Reported Normalized1 Software & Services Revenue Adj. EBITDA (25)% Y/Y 14.4% 1 Amounts reflect normalized financial results. For a definition of non-GAAP metrics and a reconciliation of GAAP to non-GAAP financial metrics, see Appendix. (5)% Y/Y $777 $738 3Q23 YTD 3Q24 YTD $741 $738 3Q23 YTD 3Q24 YTD —% Y/Y Software Revenue (1)% Y/Y $808 $796 3Q23 YTD 3Q24 YTD $804 $794 3Q23 YTD 3Q24 YTD (1)% Y/Y Services Revenue Reported Normalized1 Reported Normalized1 Reported Normalized1
16NYSE :VYX 3Q24 YTD Segment and Corp. & Other Results Reported Normalized1 3Q 2024 YTD 3Q 2023 YTD % Change 3Q 2024 YTD 3Q 2023 YTD % Change RESTAURANTS Revenue $614 $663 (7)% $614 $655 (6)% Software & Services Revenue $473 $471 —% $473 $470 1% Adj EBITDA $183 $147 24% $183 $147 24% Adj EBITDA Margin (%) 29.8% 22.2% 760 bps 29.8% 22.4% 740 bps RETAIL Revenue $1,495 $1,633 (8)% $1,495 $1,633 (8)% Software & Services Revenue $1,031 $1,041 (1)% $1,031 $1,041 (1)% Adj EBITDA $281 $321 (12)% $281 $321 (12)% Adj EBITDA Margin (%) 18.8% 19.7% -90 bps 18.8% 19.7% -90 bps CORPORATE & OTHER Revenue $35 $86 n/m $31 $44 n/m Adj EBITDA $(231) $(196) n/m $(213) $(132) n/m $ in Millions 1 Amounts reflect normalized financial results. For a definition of non-GAAP metrics and a reconciliation of GAAP to non-GAAP financial metrics, see Appendix.
17NYSE :VYX NCR Voyix Financial Profile - Pro Forma 2024 Outlook1 Pro Forma 2024 Adj. EBITDA Adj. EBITDA1 365 Hardware ODM (10) Run-rate savings: Payroll costs 35 A/R Facility2 20 Vendor costs 20 Pro Forma Adj. EBITDA $430 $ in Millions $ in Millions 1 Assumes the mid-point of guidance range on slide 13 as the starting point. Pro Forma outlook information gives effect to the divestiture of the Digital Banking business and the application of the proceeds from the sale to pay down outstanding indebtedness, the ongoing expense reduction actions and the transition of the Company's hardware business to an ODM model, as if all such transactions and actions had occurred on 1/1/2024. 2 Amount reflects the annual fees incurred on the Company's trade receivables facility.
18NYSE :VYX While NCR Voyix reports its results in accordance with generally accepted accounting principles (GAAP) in the United States, comments made during this conference call and in these materials will include non-GAAP measures. These measures are included to provide additional useful information regarding NCR Voyix’s financial results and are not a substitute for their comparable GAAP measures. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) NCR Voyix determines Adjusted EBITDA for a given period based on its GAAP net income from continuing operations plus interest expense, net; plus income tax expense (benefit); plus pension mark-to-market adjustments; plus depreciation and amortization; plus stock-based compensation expense; and other special items, including amortization of acquisition-related intangibles, separation-related costs, cyber ransomware incident recovery costs (net of insurance recoveries), fraudulent ACH disbursements costs, and transformation and restructuring charges (which includes integration, severance and other exit and disposal costs), among others. Separation-related costs include costs incurred as a result of the spin-off. Professional and other fees to effect the spin-off including separation management, organizational design, and legal fees have been classified within discontinued operations through October 16, 2023, the separation date. The historical financial information and any forecasted financial information included in this presentation were determined based on the Retail and Restaurants segment results including an estimate of corporate costs, perimeter adjustments as well as the impact from commercial agreements between NCR Voyix and NCR Atleos. The actual historical results may differ from the periods presented based on the GAAP requirements for reporting discontinued operations. NCR Voyix uses Adjusted EBITDA to evaluate and measure the ongoing performance of its business segments. NCR Voyix also uses Adjusted EBITDA to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR Voyix believes that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of the Company’s ongoing business operations, including its ability to fund discretionary spending such as capital expenditures, strategic acquisitions, and other investments, and excludes certain items whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business segments. In addition, we believe Adjusted EBITDA is useful to investors because it and similar measures are commonly used by industry analysts, investors, and lenders to assess the financial performance of companies in our industry. Adjusted EBITDA margin is calculated based on Adjusted EBITDA as a percentage of total revenue. Normalized measures generally The Company presents certain Normalized figures, including Normalized Revenue and Normalized Adjusted EBITDA on both a segment and consolidated basis, in this presentation. Normalized figures for a given period are calculated by adjusting for estimated amounts historically allocated to NCR Atleos that do not meet the definition of amounts related to discontinued operations for purposes of GAAP requirements regarding the reporting of discontinued operations. Normalized measures also remove revenue and costs associated with the transfer or pending transfer of NCR Atleos-related operations in all foreign countries that have not occurred by December 31, 2023 and adjust for all divestitures that occurred in prior periods that are not treated as discontinued operations under GAAP. The Company uses these Normalized figures to estimate the performance of the continuing business following the spin-off. The Company believes that Normalized figures provide useful information to investors because it is an indicator of the strength and performance of the Company’s ongoing business operations following the spin-off and allow for more easy comparisons period over period. Non-GAAP Measures
19NYSE :VYX Adjusted Free Cash Flow-Unrestricted: NCR Voyix management uses the non-GAAP measure called “adjusted free cash flow-unrestricted” to assess the financial performance of the Company. We define adjusted free cash flow as net cash provided by (used in) operating activities less capital expenditures for property, plant and equipment, less additions to capitalized software, plus/minus collections of previously sold trade receivables purchased from third parties, restricted cash settlement activity, NCR Atleos settlement activity, cash activity related to environmental discontinued operations plus acquisition-related items, and plus pension contributions and settlements. NCR Atleos settlement activity relates to changes in amounts owed to and amounts due from NCR Atleos for activity related to items governed by the separation and distribution agreement. Activity from the commercial and transition services agreements are not included in this adjustment. We believe adjusted free cash flow-unrestricted provides useful information to investors because it relates the operating cash flows from the Company’s continuing and discontinued operations to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash available after capital expenditures for, among other things, investments in the Company’s existing businesses, strategic acquisitions, and repayment of debt obligations. Free cash flow does not represent the residual cash flow available for discretionary expenditures, since there may be other non- discretionary expenditures that are not deducted from the measure. Free cash flow does not have uniform definitions under GAAP, and therefore the Company’s definitions may differ from other companies’ definitions of these measures. Net Debt and Net Leverage Ratio: NCR Voyix management uses non-GAAP measures called "net debt" and "net leverage ratio" to assess the financial performance of the Company. We define net debt as total debt minus cash and cash equivalents. NCR Voyix's management considers net debt to be an important measure of liquidity and an indicator of our ability to meet ongoing obligations. Net leverage ratio is calculated as net debt divided by last-twelve-months Adjusted EBITDA. NCR Voyix's management considers net leverage ratio to be an important indicator of the Company’s indebtedness in relation to its operating performance. The Company’s definition of net debt and net leverage ratio may differ from other companies’ definitions of each measure, and each measure should not be considered a substitute for, or superior to, comparable GAAP metrics. Normalized revenue excluding one-time items NCR Voyix management uses a non-GAAP measure of normalized revenue (including normalized software & services revenue, normalized software revenue, and normalized services revenue) excluding one-time items, including the impact of a $10 million software true- up payment in Q3 2023. The Company uses these measures to better assess the core top-line operating performance of the Company over time and allow for more easy comparisons period over period. Non-GAAP Measures
20NYSE :VYX Non-GAAP Reconciliations: The Company’s definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP. With respect to our outlook for Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow-unrestricted for 2024 Performance Outlook, we are not providing a reconciliation to GAAP net income or Cash flows from Operating Activities because we are not able to predict with reasonable certainty the reconciling items that may affect the GAAP net income from continuing operations or Cash flows from Operating Activities without unreasonable effort. The reconciling items are primarily the future impact of special tax items, capital structure transactions, restructuring, pension mark-to-market transactions, acquisitions and divestitures, or other events. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, GAAP net income. USE OF CERTAIN TERMS. As used in these materials: The term “recurring revenue” includes all revenue streams from contracts where there is a predictable revenue pattern that will occur at regular intervals with a relatively high degree of certainty. This includes hardware and software maintenance revenue, cloud revenue, payment processing revenue, and certain professional services arrangements, as well as term-based software license arrangements that include customer termination rights. The term “annual recurring revenue” or “ARR” is recurring revenue, excluding software licenses (SWL) sold as a subscription, for the last three months times four. In addition, plus the rolling four quarters of term-based SWL arrangements that include customer termination rights. The term "Software ARR" includes recurring software license revenue, software maintenance revenue, SaaS revenue, standalone hosted contract revenue, professional services recurring revenue and payments revenue. The term “Software & Services Revenue” includes all software, services and payments revenue and excludes hardware revenue. The term “platform sites” includes all sites for which we bill for use of our Commerce platform. The term “payment sites” includes all sites which utilizes NCR Voyix’s payment processing capabilities. Non-GAAP Measures
21NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials Normalized Revenue Normalized Software & Services Revenue: Normalized for comparisons for all divestitures and delayed transfers to NCR Atleos $ in millions Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Reported Revenue $711 $809 $2,144 $2,382 Less: Divestitures(1) — (12) — (41) Less: NCR Atleos delayed country transfers (3) (3) (4) (9) Normalized Revenue $708 $794 $2,140 $2,332 $ in millions Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Reported Software & Services Revenue $517 $540 $1,534 $1,585 Less: Divestitures(1) — (10) — (34) Less: NCR Atleos delayed country transfers (1) (2) (2) (6) Normalized Software & Services Revenue $516 $528 $1,532 $1,545 (1) Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures.
22NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials Normalized Software & Services Revenue: Normalized for comparisons for all divestitures and delayed transfers to NCR Atleos $ in millions Q3 2024 Q3 2023 Reported Software & Services Revenue $517 $540 Less: Divestitures(1) — (10) Less: NCR Atleos delayed country transfers (1) (2) Normalized Software & Services Revenue $516 $528 One-time items(2) — (10) Normalized Software & Services Revenue, excluding one-time items $516 $518 $ in millions Q3 2024 Q3 2023 Reported Software Revenue $245 $261 Less: Divestitures(1) — (10) Less: NCR Atleos delayed country transfers — (1) Normalized Software Revenue $245 $250 One-time items(2) — (10) Normalized Software Revenue, excluding one-time items $245 $240 (1) Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures. (2) Excludes the impact of a $10M software true-up payment in Q3 2023. $ in millions Q3 2024 Q3 2023 Reported Services Revenue $272 $279 Less: Divestitures(1) — — Less: NCR Atleos delayed country transfers (1) (1) Normalized Services Revenue $271 $278 One-time items — — Normalized Services Revenue, excluding one-time items $271 $278
23NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials Normalized Revenue by Segment $ in millions Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Retail (as reported and normalized) $487 $552 $1,495 $1,633 Restaurants (as reported) $211 $229 $614 $663 Less: Divestitures(1) — (2) — (8) Restaurants (normalized) $211 $227 $614 $655 Other2 (as reported) $13 $28 $35 $86 Less: Divestitures(1) — (10) — (33) Less: NCR Atleos delayed country transfers (3) (3) (4) (9) Other (normalized) $10 $15 $31 $44 Total revenue (as reported) $711 $809 $2,144 $2,382 Less: Divestitures(1) — (12) — (41) Less: NCR Atleos delayed country transfers (3) (3) (4) (9) Total revenue (normalized) $708 $794 $2,140 $2,332 (1) Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures. (2) Other includes revenue related to non-core payments divestiture, NCR Atleos delayed country transfers, commercial agreement revenue, and immaterial operating segments.
24NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials Retail Normalized Revenue Excluding One-time Items $ in millions Q3 2024 Q3 2023 Retail (as reported and normalized) $487 $552 One-time items(1) — (10) Retail normalized revenue, excluding one-time items $487 $542 Retail software & services revenue (as reported and normalized) $346 $356 One-time items(1) — (10) Retail normalized software & services revenue, excluding one-time items $346 $346 Retail adjusted EBITDA (as reported and normalized) $108 $123 One-time items(1) — (10) Retail normalized adjusted EBITDA, excluding one-time items $108 $113 (1) Excludes the impact of a $10M software true-up payment in Q3 2023.
25NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials $ in millions Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Retail Adjusted EBITDA (As Reported) $ 108 $ 123 $ 281 $ 321 Restaurants Adjusted EBITDA (As Reported) $ 66 $ 52 $ 183 $ 147 Other Adjusted EBITDA (As Reported) $ (81) $ (72) $ (231) $ (196) Divestitures(1) — (5) — (18) NCR Atleos delayed country transfers 2 (1) 4 (3) Estimated costs historically allocated to NCR Atleos — 31 — 69 Estimated costs historically allocated to Digital Banking 6 5 14 16 Other Normalized Adjusted EBITDA $ (73) $ (42) $ (213) $ (132) NCR Voyix Normalized Adjusted EBITDA $ 101 $ 133 $ 251 $ 336 Segment Adjusted EBITDA Segment Normalized Adjusted EBITDA (1) Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures.
26NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials Adjusted Free Cash Flow-Unrestricted $ in millions Q3 2024 YTD Q3 2024 Net cash provided by (used in) operating activities (GAAP) $11 $38 Expenditures for property, plant and equipment (2) (23) Additions to capitalized software (51) (155) Restricted cash settlement activity 2 5 NCR Atleos settlement activity (1) (6) Pension contributions 2 7 Collections on purchased trade receivables 7 7 Cash activity related to environmental discontinued operations 7 4 Adjusted free cash flow-unrestricted (non-GAAP) (25) (123)
27NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials $ in millions Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Net Income (Loss) from Continuing Operations Attributable to NCR Voyix (GAAP) $ (31) $ (266) $ (193) $ (457) Depreciation and amortization (excluding acquisition-related amortization of intangibles) 53 49 153 140 Acquisition-related amortization of intangibles 7 11 22 31 Interest expense 40 83 120 257 Interest income (2) (5) (5) (11) Acquisition-related costs — — — 1 Income tax expense (benefit) (1) 187 3 200 Stock-based compensation expense 9 19 32 65 Pension mark-to-market adjustments — — — — Loss on debt extinguishment (8) — (8) — Transformation and restructuring costs 16 1 90 5 Separation costs 1 10 9 18 Loss (gain) on disposal of businesses — (3) (14) (10) Foreign currency devaluation — — 15 — Fraudulent ACH disbursements (2) 5 (4) 10 Cyber ransomware incident recovery costs (1) 12 (5) 23 Strategic initiatives 12 — 18 — Adjusted EBITDA (Non-GAAP) $ 93 $ 103 $ 233 $ 272 Divestitures(1) — (5) — (18) NCR Atleos delayed country transfers 2 (1) 4 (3) Estimated costs historically allocated to NCR Atleos — 31 — 69 Estimated costs historically allocated to Digital Banking 6 5 14 16 Normalized Adjusted EBITDA (Non-GAAP) $ 101 $ 133 $ 251 $ 336 (1) Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures. Adjusted EBITDA Normalized Adjusted EBITDA
28NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials $ in millions Q3 2024 Q3 2023 YTD Q3 2024 YTD Q3 2023 Adjusted EBITDA (Non-GAAP) $ 93 $ 103 $ 233 $ 272 Revenue (GAAP) $ 711 $ 809 $ 2,144 $ 2,382 Adjusted EBITDA Margin 13.1 % 12.7 % 10.9 % 11.4 % Normalized Adjusted EBITDA (Non-GAAP) $ 101 $ 133 $ 251 $ 336 Normalized Revenue (Non-GAAP) $ 708 $ 794 $ 2,140 $ 2,332 Normalized Adjusted EBITDA Margin (Non-GAAP) 14.3 % 16.8 % 11.7 % 14.4 % Adjusted EBITDA Margin
29NYSE :VYX Reconciliation of GAAP to Non-GAAP Financials $ in millions (except EPS) Q3 2024 Q3 2024 Non- GAAP YTD Q3 2024 YTD Q3 2024 Non-GAAP Income (loss) from continuing operations attributable to NCR Voyix common stockholders Income (loss) from continuing operations (attributable to NCR Voyix) $ (31) $ — $ (193) $ (57) Dividends on convertible preferred shares (4) — (12) — Income (loss) from continuing operations attributable to NCR Voyix common stockholders $ (35) $ — $ (205) $ (57) Weighted average outstanding shares: Weighted average diluted shares outstanding 145.4 148.6 144.6 147.6 Weighted as-if converted preferred shares — 15.9 — 15.9 Total shares used in diluted earnings per share 145.4 164.5 144.6 163.5 Diluted earnings per share from continuing operations(1) $ (0.24) $ — $ (1.42) $ (0.35) (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends or deemed dividends on NCR Voyix's Series A Convertible Preferred Shares in the calculation of net income or loss available to common stockholders or including the impact of the conversion of such preferred stock into common stock in the calculation of the weighted average diluted shares outstanding. Non-GAAP EPS is always determined using the as-if converted preferred shares and shares that would be issued for stock compensation awards. Therefore, GAAP diluted EPS and non-GAAP diluted EPS may be calculated using different methods, and may not mathematically reconcile.
30N Y S E : V Y X Q3 2024 Supplementary Information
NYSE: VYX | 31 A Software & Services Company Transactions ATM Spin-off (October 2023) Digital Banking Divestiture (September 2024) Non-Core Payments Business Divestiture (October 2023) Hardware ODM (Expected January 2025) Software & Services Streamlined operations to focus on Software & Services solutions for our customers
NYSE: VYX | 32 NCR Voyix At-a-Glance #1 POS Software Provider1 $2.15B of revenue3 from 25k Customers #1 Self-Checkout Provider2 8B API Requests Monthly 30+ Revenue Generating Countries 20+ Partner Integrations~70k Restaurant & Retail Platform Sites 1 Based on RBR Global POS Software 2024 report. 2 Based on RBR Global EPOS and Self Checkout 2024 report. 3 Revenue based on 2024 pro-forma outlook, which gives effect to the divestiture of the Digital Banking business and the transition of the Company's hardware business to an ODM model, as if such transactions had occurred on 1/1/2024.
NYSE: VYX | 33 Partner of Choice Uniquely Positioned to Provide End-to-End Capabilities Retail Restaurants #1 POS Software in retail1 #1 SCO Provider2 67% of top global retailers 75% of regional retail brands #1 POS Software in restaurants1 8 of 10 top domestic chains 44% of top 100 US- based QSR brands 46% of top 100 US- based TSR brands 1 Based on RBR Global POS Software 2024 report. NCR Voyix is the largest global supplier of POS software, leading the Grocery+ sector. 2 Based on RBR Global EPOS and Self Checkout 2024 report.
NYSE: VYX | 34 “Old VYX” versus “New VYX” 2024 Comparison1 Net Leverage Ratio5 Free Cash Flow Conversion (%) Free Cash Flow Adj. EBITDA Margin (%) Adj. EBITDA ($) Hardware (%) Software & Services (%) Revenue 4.1x 26.5% $170M 17.6% $644M 26% 74% $3,650M “Old” VYX (initial 2024 outlook)2 1.6x ~40% ~$170M4 ~$430M $2,150M “New” VYX (Pro Forma 2024 Outlook)3 95% 5% ~20% 1 Amounts reflect normalized financial results. 2 Based on the mid-points of guidance provided on 2/29/2024. 3 Assumes the mid-point of guidance range on slide 13 as the starting point. Pro forma outlook information gives effect to the divestiture of the Digital Banking business and the application of the proceeds from the sale to pay down outstanding indebtedness, the ongoing expense reduction actions and the transition of the Company's hardware business to an ODM model, as if all such transactions and actions had occurred on 1/1/2024. 4 Assumes normal level of transformation and restructuring spend and does not include the $20 million allocated to the NextGen product acceleration. 5 ”Old” VYX Net Leverage Ratio is calculated as Net Debt divided by the LTM Adj EBITDA as of 6/30/2024. Refer to slide 17 for a description and calculation of the “New” VYX Pro Form Net Leverage Ratio.
NYSE: VYX | 35 2023 & 2024 Revenue Adjusted for the Hardware ODM Impact1 2023 2024 Full Year $ in millions Q1 Q2 Q3 Q4 Q1 Q2 Q3 2023 2024 (LTM)3 Software Revenue $ 235 $ 242 $ 240 $ 255 $ 250 $ 242 $ 245 $ 972 $ 992 Y-o-Y Growth 2.6% 1.7% 1.3% 1.6% 6.4% 0.0% 2.1% 1.8% 2.1% Services Revenue 257 269 278 260 257 257 271 1,064 1,045 Y-o-Y Growth 3.2% 7.6% 9.0% 0.8% 0.0% (4.5%) (2.5%) 5.1% (1.8%) Software & Services Revenue $ 492 $ 511 $ 518 $ 515 $ 507 $ 499 $ 516 $ 2,036 $ 2,037 Y-o-Y Growth 2.9% 4.7% 5.3% 1.2% 3.0% (2.3%) (0.4%) 3.5% 0.0% Hardware Revenue² 43 44 53 34 36 25 33 174 128 Y-o-Y Growth 30.3% 18.9% 20.5% (24.4%) (16.3%) (43.2%) (37.7%) 9.4% (26.4%) Total Adjusted Revenue $ 535 $ 555 $ 571 $ 549 $ 543 $ 524 $ 549 $ 2,210 $ 2,165 Y-o-Y Growth 4.7% 5.7% 6.5% (0.9%) 1.5% (5.6%) (3.9%) 4.0% (2.0%) 1 Results reflect normalized revenue; excluding the impact of revenue from Atleos commercial agreements and the impact of one-time software payments of $14M and $10M in Q2 2023 and Q3 2023, respectively. 2 Pro forma hardware results give effect to the completion of the transition of the Company's hardware business to an ODM model, as if the agreement had been in place for all prior periods. 3 2024 LTM % change is calculated as the prior four quarters vs full year 2023.
NYSE: VYX | 36 Reconciliation of GAAP to Non-GAAP Financials Hardware Revenue Adjusted for ODM Impact $ in millions Q1 2023 Q2 2023 Q3 2023 Q4 2023 Hardware revenue, as reported $261 $267 $269 $266 Less: Divestitures1 (2) (3) (2) (1) Less: NCR Atleos delayed country transfers — (2) (1) — Normalized hardware revenue $259 $262 $266 $265 Less: ODM hardware cost2 (216) (218) (213) (231) Hardware revenue adjusted for ODM impact $43 $44 $53 $34 1 Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures. 2 Represents the outsourced manufacturing model revenue recognition where cost of hardware paid to Ennoconn is netted from revenue. $ in millions Q1 2024 Q2 2024 Q3 2024 Hardware revenue, as reported $195 $221 $194 Less: Divestitures1 — — — Less: NCR Atleos delayed country transfers — — (2) Normalized hardware revenue $195 $221 $192 Less: ODM hardware cost2 (159) (196) (159) Hardware revenue adjusted for ODM impact $36 $25 $33
Reconciliation of GAAP to Non-GAAP Financials Software & Services Revenue Adjusted for Non-recurring Items $ in millions Q1 2023 Q2 2023 Q3 2023 Q4 2023 Software & Services revenue, as reported $507 $538 $540 $530 Less: Divestitures1 (13) (11) (10) (2) Less: NCR Atleos delayed country transfers (2) (2) (2) (2) Normalized Software & Services Revenue 492 525 528 526 Less: Commercial agreement with NCR Atleos — — — (11) Software & services revenue, excluding commercial agreements 492 525 528 515 Less: One-time items2 — (14) (10) — Software & services revenue, excluding commercial agreements and one- time items $ 492 $ 511 $ 518 $ 515 $ in millions Q1 2024 Q2 2024 Q3 2024 Software & Services revenue, as reported $516 $501 $517 Less: Divestitures1 — — — Less: NCR Atleos delayed country transfers (1) — (1) Normalized Software & Services Revenue 515 501 516 Less: Commercial agreement with NCR Atleos (8) (2) — Software & services revenue, excluding commercial agreements $ 507 $ 499 $ 516 1 Divestiture amounts represent the impact of the non-core payments and Austria-based hardware divestitures. 2 Excludes the impact of a $14M software true-up payment in Q2 2023 and a $10M software true-up payment in Q3 2023. NYSE: VYX | 37