VYX 8-K
NCR Voyix Corp (VYX)
8-K
2021-02-09
For: 2021-02-09
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April 12, 2026
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): February 9, 2021
(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: (937 ) 445-1936
N/A
(Former name or former address, if changed since last report)
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 February 9, 2021, the Company issued a press release setting forth its fourth quarter and full year 2020 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Item 7.01. Regulation FD Disclosure.
On February 9, 2021, the Company will hold its previously announced conference call to discuss its fourth quarter and full year financial results. A copy of supplementary materials that will be referred to in the conference call, and which were posted to the Company’s website, is 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 (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 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
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 Corporation | ||||||||
| By: | /s/ Timothy C. Oliver | |||||||
| Timothy C. Oliver | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Date: February 9, 2021
 | NEWS RELEASE | |||||||
February 9, 2021
NCR Announces Fourth Quarter and Full Year 2020 Results
ATLANTA - NCR Corporation (NYSE: NCR) reported financial results today for the three months ended December 31, 2020. Fourth quarter, full year and other recent highlights include:
•Full year cash flow from operations of $641 million; Full year free cash flow of $448 million
•Full year software and services revenue represents 72% of total revenue, up from 65% in 2019
•Fourth quarter recurring revenue up 6%; represents 54% of total revenue
•Fourth quarter cost actions achieve $150 million in savings in 2021
•Announced proposed transaction with Cardtronics
“Our fourth quarter results marked a solid finish to an unprecedented challenging year,” said Michael Hayford, President and Chief Executive Officer. “We achieved sequential operating performance improvement as we steadily adapted to conducting business in the current environment. We generated strong cash flow, increased recurring revenue and improved our cost structure. I am extremely proud of the NCR team as we continue to execute our strategy and expect to emerge from the pandemic a much stronger company. We enter 2021 with a strong financial position and are excited about the opportunity that the proposed transaction with Cardtronics is expected to bring. The proposed transaction accelerates our NCR-as-a-Service strategy and expands opportunities in payments, while further shifting NCR’s revenue mix to software, services and recurring revenue. We are positioning NCR to deliver increased value to customers and sustainable long-term value creation for stockholders.”
In this release, we use certain non-GAAP measures, including presenting certain measures on a constant currency basis. These non-GAAP measures include "free cash flow" and others with the words “non-GAAP," or "constant currency" in their titles. These non-GAAP measures are listed, described and reconciled to their most directly comparable GAAP measures under the heading "Non-GAAP Financial Measures" later in this release.
Fourth Quarter 2020 Operating Results
Revenue
Fourth quarter revenue of $1,631 million was down 14% year over year. Foreign currency fluctuations did not have an impact on the revenue comparison. The COVID-19 pandemic had a significant impact to revenue and the shift from selling perpetual software licenses to recurring revenue lowered revenue by $32 million. The following table shows revenue for the fourth quarter:
| $ in millions | Q4 2020 | Q4 2019 | % Increase (Decrease) | % Increase (Decrease) Constant Currency | ||||||||||||||||||||||
| Banking | $ | 795 | $ | 944 | (16 | %) | (16 | %) | ||||||||||||||||||
| Retail | 569 | 609 | (7 | %) | (8 | %) | ||||||||||||||||||||
| Hospitality | 182 | 232 | (22 | %) | (21 | %) | ||||||||||||||||||||
| Other | 85 | 101 | (16 | %) | (17 | %) | ||||||||||||||||||||
| Total Revenue | $ | 1,631 | $ | 1,886 | (14 | %) | (14 | %) | ||||||||||||||||||
| Software | $ | 483 | $ | 533 | (9 | %) | (10 | %) | ||||||||||||||||||
| Services | 671 | 673 | — | % | (1 | %) | ||||||||||||||||||||
| Hardware | 477 | 680 | (30 | %) | (30 | %) | ||||||||||||||||||||
| ATM | 221 | 347 | (36 | %) | (37 | %) | ||||||||||||||||||||
| SCO/POS | 256 | 333 | (23 | %) | (24 | %) | ||||||||||||||||||||
| Total Revenue | $ | 1,631 | $ | 1,886 | (14 | %) | (14 | %) | ||||||||||||||||||
| Software & Services % | 71 | % | 64 | % | ||||||||||||||||||||||
| Recurring Revenue | $ | 874 | $ | 825 | 6 | % | 6 | % | ||||||||||||||||||
| Recurring Revenue % | 54 | % | 44 | % | ||||||||||||||||||||||
Banking revenue decreased 16% due to the continued impact of the COVID-19 pandemic driven by a 36% decline in ATM hardware revenue. An accelerated shift from selling perpetual software licenses to recurring revenue also impacted the year-over-year revenue comparison. Foreign currency fluctuations had no impact on the revenue comparison.
Retail revenue decreased 7% due to a decrease in self-checkout and point-of-sale revenue, partially offset by higher services revenue. Foreign currency fluctuations had a favorable impact of 1% on the revenue comparison.
Hospitality revenue decreased 22% driven primarily by a decline in hardware revenue. Foreign currency fluctuations had an unfavorable impact of 1% on the revenue comparison.
Gross Margin
Fourth quarter gross margin of $328 million decreased from $532 million in the prior year period. Gross margin rate was 20.1%, down from 28.2%. The decrease in gross margin was driven by excess inventory charges from the cost actions taken in the fourth quarter of 2020, as well as the reduction in revenue impacted by the COVID-19 pandemic and the shift to recurring revenue.
Fourth quarter gross margin (non-GAAP) of $465 million decreased from $541 million in the prior year period. Gross margin rate (non-GAAP) was 28.5%, down from 28.7%. The decrease in gross margin (non-GAAP) was driven by the reduction in revenue impacted by the COVID-19 pandemic and the shift to recurring revenue.
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Operating Expenses
Fourth quarter operating expenses of $391 million increased from $350 million in the prior year period. The increase in operating expenses (GAAP) was driven by software impairment and cash charges from the cost actions taken in the fourth quarter of 2020, offset by a reduction from the net cost savings.
Fourth quarter operating expenses (non-GAAP) of $313 million decreased from $324 million in the prior year period. The decrease in operating expenses (non-GAAP) was primarily due to a reduction from the net cost savings.
Operating Income
Fourth quarter loss from operations of $63 million decreased from income from operations of $182 million in the prior year period. Fourth quarter operating income (non-GAAP) of $152 million decreased from $217 million in the prior year period. The decreases in operating income, both GAAP and non-GAAP, were driven by the impacts to gross margin and operating expenses described above.
Other Expense/Income
Fourth quarter other expense (GAAP) of $83 million decreased from $99 million in the prior year period. The pension mark-to-market adjustment was an expense of $34 million in the fourth quarter of 2020, compared to expense of $75 million in the prior year period. Fourth quarter other expense (non-GAAP) of $49 million decreased from $60 million. The decrease in other expense (non-GAAP) was due to decreases in employee benefit plan related expenses, as well as higher interest income.
Income Tax Expense/Benefit
Fourth quarter income tax benefit of $20 million decreased from an income tax benefit of $301 million in the prior year period. The fourth quarter effective income tax rate was 14%, compared to (363)% in the prior year period. The prior year period included the establishment of deferred tax assets from the transfer of certain intangible assets among our wholly-owned subsidiaries, as well as a valuation allowance release.
Fourth quarter income tax expense (non-GAAP) of $21 million decreased from $34 million in the prior year period. The fourth quarter effective income tax rate (non-GAAP) was 20%, compared to 22% in the prior year period. The decrease in income tax expense (non-GAAP) was primarily driven by lower income before income taxes.
Net Income from Continuing Operations Attributable to NCR
Fourth quarter net loss from continuing operations attributable to NCR of $125 million decreased from net income from continuing operations attributable to NCR of $384 million in the prior year period. The decrease was driven by impacts to gross margin and operating expenses described above.
Adjusted EBITDA
Fourth quarter adjusted EBITDA of $258 million decreased from $299 million in the prior year period. The decrease in Adjusted EBITDA was driven by impacts to gross margin and operating expenses described above.
Cash Flow
Fourth quarter cash provided by operating activities of $146 million decreased from cash provided by operating activities of $408 million in the prior year period. Fourth quarter free cash flow was $149 million, compared to free cash flow of $302 million in the prior year period. The decreases in cash provided by operating activities and free cash flow were both driven by lower operating earnings, partially offset by working capital improvements.
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Full Year 2020 Operating Results
Full year 2020 revenue of $6,207 million was down 10% year over year. Foreign currency fluctuations did not have an impact on the revenue comparison. The COVID-19 pandemic had a significant impact to revenue and the shift from selling perpetual software licenses to recurring revenue lowered revenue by $100 million.
Full year net loss from continuing operations attributable to NCR of $7 million decreased from net income from continuing operations attributable to NCR of $614 million in the prior year period. Full year 2020 adjusted EBITDA of $896 million decreased from $1,058 million in the prior year period.
Full year 2020 GAAP diluted EPS of $(0.30) was down from $3.71 in 2019. Full year diluted EPS (non-GAAP) of $1.69 was down from $2.81 in 2019.
Full year 2020 cash provided by operating activities was $641 million and full year free cash flow was $448 million.
Cost Actions
In the fourth quarter of 2020, as we continue to advance the Company's strategic initiatives, we implemented certain changes to drive sustained organizational efficiencies. As a result, we incurred pre-tax charges of $202 million of which approximately $155 million were non-cash charges related to excess inventory and software impairment charges. We also incurred approximately $47 million in cash charges that are expected to drive $150 million of savings in 2021.
Impact from COVID-19
We continue to navigate through the challenging times presented by COVID-19, with a sharp focus on safeguarding our employees and helping our customers. Despite the unprecedented environment, our teams are executing at a high level and we are advancing our strategy.
While it is difficult to project how disruptive and protracted the pandemic will be, we do expect it will negatively impact our business into 2021. We expect all of our segment results to be negatively impacted by the COVID-19 pandemic. We expect our hardware revenues to be most impacted while our recurring revenue streams are expected to be more resilient.
The COVID-19 pandemic is complex and rapidly evolving. The ultimate impact on our overall financial condition and operating results will depend on the currently unknowable duration and severity of the pandemic, as well as any additional governmental and public actions taken in response. We continue to evaluate the long-term impact that COVID-19 may have on our business model, which may result in additional charges in 2021. These charges may include both cash and non-cash items. There can be no assurance that the measures we have taken or will take will completely offset the negative impact of COVID-19.
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2020 Fourth Quarter Earnings Conference Call
A conference call is scheduled for today at 4:30 p.m. Eastern Time to discuss the fourth quarter and full year 2020 results. Access to the conference call and accompanying slides, as well as a replay of the call, are available on NCR's web site at http://investor.ncr.com. Additionally, the live call can be accessed by dialing 888-820-9413 (United States/Canada Toll-free) or 786-460-7169 (International Toll) and entering the participant passcode 7622865.
More information on NCR’s fourth quarter and full year earnings, including additional financial information and analysis, is available on NCR’s Investor Relations website at http://investor.ncr.com/.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a leading software- and services-led enterprise provider in the financial, retail and hospitality industries. NCR is headquartered in Atlanta, Ga., with 36,000 employees globally. NCR is a trademark of NCR Corporation in the United States and other countries.
Website: www.ncr.com
Twitter: @NCRCorporation
Facebook: www.facebook.com/ncrcorp
LinkedIn: https://www.linkedin.com/company/ncr-corporation
YouTube: www.youtube.com/user/ncrcorporation
News Media Contact
Scott Sykes
NCR Corporation
212.589.8428
Investor Contact
Michael Nelson
NCR Corporation
678.808.6995
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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”), including statements containing the words “expect,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “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 NCR’s or Cardtronics’ plans, goals, intentions, strategies, or financial outlook (including NCR’s expectations in 2021 regarding its first quarter revenue, EBITDA margin and free cash flow, as well as general year over year improvements), and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements include, without limitation, statements regarding NCR’s and Cardtronics’ plans to manage their respective business through the novel strain of the coronavirus identified in late 2019 (“COVID-19”) pandemic and the health and safety of our customers and employees; the expected impact of the COVID-19 pandemic on NCR’s Banking, Retail and Hospitality segments including the impact on NCR’s customers’ businesses and their ability to pay; expectations regarding NCR’s or Cardtronics’ respective operating goals and actions to manage these goals; expectations regarding cost and revenue synergies; expectations regarding NCR’s or Cardtronics’ cash flow generation, cash reserve, liquidity, financial flexibility and impact of the COVID-19 pandemic on NCR’s and Cardtronics’ respective employee bases; expectations regarding NCR’s and Cardtronics’ respective abilities to capitalize on market opportunities; expectations regarding leveraging the debit network to monetize payment transactions; expectations regarding accretion; expectations regarding long-term strategy and our ability to create stockholder value; NCR’s or Cardtronics’ respective financial outlook; expectations regarding NCR’s continued focus on our long-term fundamentals, including, but, not limited to, NCR’s execution of its NCR-as-a-Service 80/60/20 strategy and return to growth; expected increased revenue and cash flow linearity; margin expansion; NCR’s expected areas of focus to drive growth and create long-term stockholder value; the effect of the announcement of the proposed transaction on the ability of Cardtronics to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Cardtronics does business, or on Cardtronics operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of the Company to implement its plans, forecasts and other expectations with respect to its business after the completion of the proposed transaction and realize expected benefits; business disruption following the proposed transaction; and the potential benefits of an acquisition of Cardtronics. 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 listed in Item 1A “Risk Factors” of NCR’s Annual Report on Form 10-K filed with the U. S. Securities and Exchange Commission (SEC) on February 28, 2020 and Cardtronics’ Annual Report on Form 10-K filed with the SEC on March 2, 2020, and those factors detailed from time to time in NCR’s and Cardtronics’ other SEC reports including quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, there can be no assurance that a transaction with Cardtronics PLC will be agreed to or occur, and if agreed, the terms of any such transaction. NCR 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 otherwise required by law.
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Non-GAAP Financial Measures
Non-GAAP Financial Measures. While NCR reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this release NCR also uses the non-GAAP measures listed and described below.
Non-GAAP Diluted Earnings Per Share (EPS), Gross Margin (non-GAAP), Gross Margin Rate (non-GAAP), Operating Expenses (non-GAAP), Operating Income (non-GAAP), Operating Margin Rate (non-GAAP), Other (Expense) (non-GAAP), Income Tax Expense (non-GAAP), Effective Income Tax Rate (non-GAAP), and Net Income from Continuing Operations Attributable to NCR (non-GAAP). NCR’s non-GAAP diluted EPS, gross margin (non-GAAP), gross margin rate (non-GAAP), operating expenses (non-GAAP), operating income (non-GAAP), operating margin rate (non-GAAP), other (expense) (non-GAAP), income tax expense (non-GAAP), effective income tax rate (non-GAAP), and net income from continuing operations attributable to NCR (non-GAAP) are determined 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 and transformation and restructuring activities, from NCR’s GAAP earnings per share, gross margin, gross margin rate, expenses, income from operations, operating margin rate, other (expense), income tax expense, effective income tax rate and net income from continuing operations attributable to NCR, respectively. Due to the non-operational nature of these pension and other special items, NCR's management uses these non-GAAP measures to evaluate year-over-year operating performance. NCR also uses operating income (non-GAAP) and diluted EPS (non-GAAP), to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes these measures are useful for investors because they provide a more complete understanding of NCR's underlying operational performance, as well as consistency and comparability with NCR's past reports of financial results.
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) NCR believes that Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) 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. NCR determines Adjusted EBITDA for a given period based on its GAAP net income from continuing operations attributable to NCR plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus other income (expense); plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles.
Free Cash Flow. NCR defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. NCR's management uses free cash flow to assess the financial performance of the Company and believes it is useful for investors because it relates the operating cash flow of the Company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash generated after capital expenditures, which can be used for, among other things, investment in the Company's existing businesses, strategic acquisitions, strengthening the Company's balance sheet, repurchase of Company stock and repayment of the Company's debt obligations. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other nondiscretionary expenditures that are not deducted from the measure. Free cash flow does not have uniform definitions under GAAP and, therefore, NCR's definitions may differ from other companies' definitions of these measures.
Constant Currency. NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR’s management believes that presentation of financial measures without this result is more representative of the company's period-over-period operating performance and provides additional insight into historical and/or future performance, which may be helpful for investors.
NCR'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. These non-GAAP measures are reconciled to their most directly comparable GAAP measures in the tables below.
Use of Certain Terms
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.
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Reconciliation of Gross Margin (GAAP) to Gross Margin (Non-GAAP)
| $ in millions | Q4 2020 | Q4 2019 | |||||||||
| Gross Margin (GAAP) | $ | 328 | $ | 532 | |||||||
| Transformation and restructuring costs | 131 | 2 | |||||||||
| Acquisition-related amortization of intangibles | 6 | 7 | |||||||||
| Gross Margin (Non-GAAP) | $ | 465 | $ | 541 | |||||||
Reconciliation of Gross Margin Rate (GAAP) to Gross Margin Rate (Non-GAAP)
| Q4 2020 | Q4 2019 | ||||||||||
| Gross Margin Rate (GAAP) | 20.1 | % | 28.2 | % | |||||||
| Transformation and restructuring costs | 8.0 | % | 0.1 | % | |||||||
| Acquisition-related amortization of intangibles | 0.4 | % | 0.4 | % | |||||||
| Gross Margin Rate (Non-GAAP) | 28.5 | % | 28.7 | % | |||||||
Reconciliation of Operating Expenses (GAAP) to Operating Expenses (Non-GAAP)
| $ in millions | Q4 2020 | Q4 2019 | |||||||||
| Operating Expenses (GAAP) | $ | 391 | $ | 350 | |||||||
| Transformation and restructuring costs | (64) | (9) | |||||||||
| Acquisition-related amortization of intangibles | (13) | (15) | |||||||||
| Acquisition-related costs | (1) | (2) | |||||||||
| Operating Expenses (Non-GAAP) | $ | 313 | $ | 324 | |||||||
Reconciliation of Income from Operations (GAAP) to Operating Income (Non-GAAP)
| $ in millions | Q4 2020 | Q4 2019 | |||||||||
| Income (Loss) from Operations (GAAP) | $ | (63) | $ | 182 | |||||||
| Transformation and restructuring costs | 195 | 11 | |||||||||
| Acquisition-related amortization of intangibles | 19 | 22 | |||||||||
| Acquisition-related costs | 1 | 2 | |||||||||
| Operating Income (Non-GAAP) | $ | 152 | $ | 217 | |||||||
Reconciliation of Other (Expense) (GAAP) to Other (Expense) (Non-GAAP)
| $ in millions | Q4 2020 | Q4 2019 | |||||||||
| Other Income (Expense) (GAAP) | $ | (83) | $ | (99) | |||||||
| Transformation and restructuring costs | 7 | — | |||||||||
| Acquisition-related cost | (7) | — | |||||||||
| Debt Refinancing | — | 1 | |||||||||
| Internal reorganization and IP transfer | — | (37) | |||||||||
| Pension mark-to-market adjustments | 34 | 75 | |||||||||
| Other Income (Expense) (Non-GAAP) | $ | (49) | $ | (60) | |||||||
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Reconciliation of Income Tax (Benefit) Expense (GAAP) to Income Tax Expense (Non-GAAP)
| $ in millions | Q4 2020 | Q4 2019 | |||||||||
| Income Tax (Benefit) Expense (GAAP) | $ | (20) | $ | (301) | |||||||
| Transformation and restructuring costs | 37 | 3 | |||||||||
| Acquisition-related amortization of intangibles | 4 | 5 | |||||||||
| Pension mark-to-market adjustments | 5 | 9 | |||||||||
| Debt refinancing | — | 1 | |||||||||
| Valuation allowance release & other tax adjustments | (5) | 53 | |||||||||
| Internal reorganization & IP transfer | — | 264 | |||||||||
| Income Tax Expense (Non-GAAP) | $ | 21 | $ | 34 | |||||||
Reconciliation of Net Income from Continuing Operations Attributable to NCR (GAAP) to Earnings Before Interest, Depreciation, Taxes and Amortization (Adjusted EBITDA)
| $ in millions | Q4 2020 | Q4 2019 | FY 2020 | FY 2019 | |||||||||||||||||||
| Net Income (Loss) from Continuing Operations Attributable to NCR (GAAP) | $ | (125) | $ | 384 | $ | (7) | $ | 614 | |||||||||||||||
| Transformation and restructuring costs | 202 | 11 | 234 | 58 | |||||||||||||||||||
| Acquisition-related amortization of intangibles | 19 | 22 | 81 | 86 | |||||||||||||||||||
| Acquisition-related costs | (6) | 2 | (6) | 3 | |||||||||||||||||||
| Pension mark-to-market adjustments | 34 | 75 | 34 | 75 | |||||||||||||||||||
| Depreciation and amortization (excluding acquisition-related amortization of intangibles) | 74 | 59 | 275 | 232 | |||||||||||||||||||
| Loss on debt extinguishment | — | — | 20 | — | |||||||||||||||||||
| Interest expense | 51 | 54 | 218 | 197 | |||||||||||||||||||
| Interest income | (3) | (1) | (8) | (4) | |||||||||||||||||||
| Internal reorganization & IP transfer | — | (37) | — | (37) | |||||||||||||||||||
| Income tax expense (benefit) | (20) | (301) | (53) | (273) | |||||||||||||||||||
| Stock-based compensation expense | 32 | 31 | 108 | 107 | |||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 258 | $ | 299 | $ | 896 | $ | 1,058 | |||||||||||||||
Reconciliation of Diluted Earnings Per Share from Continuing Operations (GAAP) to
Non-GAAP Diluted Earnings Per Share from Continuing Operations (Non-GAAP)
| Q4 2020 | Q4 2019 | FY 2020 | FY 2019 | ||||||||||||||||||||
Diluted Earnings Per Share (GAAP) (1) | $ | (1.06) | $ | 2.67 | $ | (0.30) | $ | 3.71 | |||||||||||||||
| Transformation and restructuring costs | 1.17 | 0.06 | 1.33 | 0.29 | |||||||||||||||||||
| Acquisition-related amortization of intangibles | 0.11 | 0.12 | 0.45 | 0.45 | |||||||||||||||||||
| Acquisition-related costs | (0.04) | 0.01 | (0.04) | 0.03 | |||||||||||||||||||
| Pension mark-to-market adjustments | 0.20 | 0.46 | 0.20 | 0.44 | |||||||||||||||||||
| Debt refinancing | — | — | 0.10 | 0.03 | |||||||||||||||||||
| Valuation allowance release & other tax adjustments | 0.04 | (0.37) | (0.30) | (0.52) | |||||||||||||||||||
| Internal reorganization & IP transfer | — | (2.09) | — | (2.00) | |||||||||||||||||||
Diluted Earnings Per Share (Non-GAAP) (1) | $ | 0.59 | $ | 0.85 | $ | 1.69 | $ | 2.81 | |||||||||||||||
(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
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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.
Reconciliation of Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (Non-GAAP)
| $ in millions | Q4 2020 | Q4 2019 | FY 2020 | FY 2019 | |||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 146 | $ | 408 | $ | 641 | $ | 634 | |||||||||||||||
| Total capital expenditures | (63) | (109) | (263) | (329) | |||||||||||||||||||
| Net cash provided by (used in) discontinued operations | (4) | 3 | — | (24) | |||||||||||||||||||
| Discretionary pension contributions | 70 | — | 70 | — | |||||||||||||||||||
| Free cash flow | $ | 149 | $ | 302 | $ | 448 | $ | 281 | |||||||||||||||
Reconciliation of Revenue Growth % (GAAP) to
Revenue Growth Constant Currency % (Non-GAAP)
| Three months ended December 31, 2020 | |||||||||||||||||
| Revenue Growth % (GAAP) | Favorable (unfavorable) FX impact | Revenue Growth Constant Currency % (Non-GAAP) | |||||||||||||||
| Banking | (16)% | —% | (16)% | ||||||||||||||
| Retail | (7)% | 1% | (8)% | ||||||||||||||
| Hospitality | (22)% | (1)% | (21)% | ||||||||||||||
| Other | (16)% | 1% | (17)% | ||||||||||||||
| Total Revenue | (14)% | —% | (14)% | ||||||||||||||
| Three months ended December 31, 2020 | |||||||||||||||||
| Revenue Growth % (GAAP) | Favorable (unfavorable) FX impact | Revenue Growth Adjusted Constant Currency % (Non-GAAP) | |||||||||||||||
| Software | (9)% | 1% | (10)% | ||||||||||||||
| Services | —% | 1% | (1)% | ||||||||||||||
| Hardware | (30)% | —% | (30)% | ||||||||||||||
| ATM | (36)% | 1% | (37)% | ||||||||||||||
| SCO/POS | (23)% | 1% | (24)% | ||||||||||||||
| Total Revenue | (14)% | —% | (14)% | ||||||||||||||
| Three months ended December 31, 2020 | |||||||||||||||||
| Revenue Growth % (GAAP) | Favorable (unfavorable) FX impact | Revenue Growth Adjusted Constant Currency % (Non-GAAP) | |||||||||||||||
| Recurring Revenue | 6% | —% | 6% | ||||||||||||||
10
| NCR CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except per share amounts) | Schedule A | ||||||
| For the Periods Ended December 31 | |||||||||||||||||||||||
| Three Months | Twelve Months | ||||||||||||||||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Product | $ | 529 | $ | 766 | $ | 2,005 | $ | 2,681 | |||||||||||||||
| Service | 1,102 | 1,120 | 4,202 | 4,234 | |||||||||||||||||||
| Total Revenue | 1,631 | 1,886 | 6,207 | 6,915 | |||||||||||||||||||
| Cost of products | 479 | 599 | 1,733 | 2,146 | |||||||||||||||||||
| Cost of services | 824 | 755 | 2,950 | 2,848 | |||||||||||||||||||
| Total gross margin | 328 | 532 | 1,524 | 1,921 | |||||||||||||||||||
| % of Revenue | 20.1 | % | 28.2 | % | 24.6 | % | 27.8 | % | |||||||||||||||
| Selling, general and administrative expenses | 326 | 276 | 1,069 | 1,051 | |||||||||||||||||||
| Research and development expenses | 65 | 74 | 234 | 259 | |||||||||||||||||||
| Income (loss) from operations | (63) | 182 | 221 | 611 | |||||||||||||||||||
| % of Revenue | (3.9) | % | 9.7 | % | 3.6 | % | 8.8 | % | |||||||||||||||
| Loss on extinguishment of debt | — | — | (20) | — | |||||||||||||||||||
| Interest expense | (51) | (54) | (218) | (197) | |||||||||||||||||||
| Other expense, net | (32) | (45) | (42) | (73) | |||||||||||||||||||
| Total other expense, net | (83) | (99) | (280) | (270) | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | (146) | 83 | (59) | 341 | |||||||||||||||||||
| % of Revenue | (9.0) | % | 4.4 | % | (1.0) | % | 4.9 | % | |||||||||||||||
| Income tax expense (benefit) | (20) | (301) | (53) | (273) | |||||||||||||||||||
| Income (loss) from continuing operations | (126) | 384 | (6) | 614 | |||||||||||||||||||
| Loss from discontinued operations, net of tax | (72) | (35) | (72) | (50) | |||||||||||||||||||
| Net income (loss) | (198) | 349 | (78) | 564 | |||||||||||||||||||
| Net income (loss) attributable to noncontrolling interests | (1) | — | 1 | — | |||||||||||||||||||
| Net income (loss) attributable to NCR | $ | (197) | $ | 349 | $ | (79) | $ | 564 | |||||||||||||||
| Amounts attributable to NCR common stockholders: | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ | (125) | $ | 384 | $ | (7) | $ | 614 | |||||||||||||||
| Dividends on convertible preferred stock | (12) | (6) | (31) | (110) | |||||||||||||||||||
| Income (loss) from continuing operations attributable to NCR common stockholders | (137) | 378 | (38) | 504 | |||||||||||||||||||
| Loss from discontinued operations, net of tax | (72) | (35) | (72) | (50) | |||||||||||||||||||
| Net income (loss) attributable to NCR common stockholders | $ | (209) | $ | 343 | $ | (110) | $ | 454 | |||||||||||||||
| Income (loss) per share attributable to NCR common stockholders: | |||||||||||||||||||||||
| Income (loss) per common share from continuing operations | |||||||||||||||||||||||
| Basic | $ | (1.06) | $ | 2.96 | $ | (0.30) | $ | 4.13 | |||||||||||||||
Diluted (1) | $ | (1.06) | $ | 2.67 | $ | (0.30) | $ | 3.71 | |||||||||||||||
| Net income (loss) per common share | |||||||||||||||||||||||
| Basic | $ | (1.62) | $ | 2.69 | $ | (0.86) | $ | 3.72 | |||||||||||||||
Diluted (1) | $ | (1.62) | $ | 2.43 | $ | (0.86) | $ | 3.36 | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | 129.0 | 127.6 | 128.4 | 122.1 | |||||||||||||||||||
Diluted (1) | 129.0 | 143.9 | 128.4 | 145.2 | |||||||||||||||||||
(1) Diluted EPS is determined using the most dilutive measure, either including the impact of the dividends and deemed dividends on NCR'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.
11
| NCR CORPORATION REVENUE AND OPERATING INCOME SUMMARY (Unaudited) (in millions) | Schedule B | ||||||
| For the Periods Ended December 31 | |||||||||||||||||||||||||||||||||||||||||||||||
| Three Months | Twelve Months | ||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | % Change | % Change Constant Currency | 2020 | 2019 | % Change | % Change Constant Currency | ||||||||||||||||||||||||||||||||||||||||
| Revenue by segment | |||||||||||||||||||||||||||||||||||||||||||||||
| Banking | $ | 795 | $ | 944 | (16) | % | (16) | % | $ | 3,098 | $ | 3,512 | (12) | % | (11) | % | |||||||||||||||||||||||||||||||
| Retail | 569 | 609 | (7) | % | (8) | % | 2,080 | 2,217 | (6) | % | (6) | % | |||||||||||||||||||||||||||||||||||
| Hospitality | 182 | 232 | (22) | % | (21) | % | 684 | 843 | (19) | % | (18) | % | |||||||||||||||||||||||||||||||||||
| Other | 85 | 101 | (16) | % | (17) | % | 345 | 343 | 1 | % | 1 | % | |||||||||||||||||||||||||||||||||||
| Total Revenue | $ | 1,631 | $ | 1,886 | (14) | % | (14) | % | $ | 6,207 | $ | 6,915 | (10) | % | (10) | % | |||||||||||||||||||||||||||||||
| Operating income by segment | |||||||||||||||||||||||||||||||||||||||||||||||
| Banking | $ | 87 | $ | 144 | $ | 381 | $ | 514 | |||||||||||||||||||||||||||||||||||||||
| Banking operating income margin % | 10.9 | % | 15.3 | % | 12.3 | % | 14.6 | % | |||||||||||||||||||||||||||||||||||||||
| Retail | 49 | 42 | 116 | 144 | |||||||||||||||||||||||||||||||||||||||||||
| Retail operating income margin % | 8.6 | % | 6.9 | % | 5.6 | % | 6.5 | % | |||||||||||||||||||||||||||||||||||||||
| Hospitality | 9 | 17 | 7 | 56 | |||||||||||||||||||||||||||||||||||||||||||
| Hospitality operating income margin % | 4.9 | % | 7.3 | % | 1.0 | % | 6.6 | % | |||||||||||||||||||||||||||||||||||||||
| Other | 7 | 14 | 26 | 44 | |||||||||||||||||||||||||||||||||||||||||||
| All Other operating income margin % | 8.2 | % | 13.9 | % | 7.5 | % | 12.8 | % | |||||||||||||||||||||||||||||||||||||||
| Subtotal-segment operating income | $ | 152 | $ | 217 | $ | 530 | $ | 758 | |||||||||||||||||||||||||||||||||||||||
| Total Revenue operating income margin % | 9.3 | % | 11.5 | % | 8.5 | % | 11.0 | % | |||||||||||||||||||||||||||||||||||||||
Other adjustments (1) | 215 | 35 | 309 | 147 | |||||||||||||||||||||||||||||||||||||||||||
| Total income (loss) from operations | $ | (63) | $ | 182 | $ | 221 | $ | 611 | |||||||||||||||||||||||||||||||||||||||
(1)The following table presents the other adjustments for NCR:
| For the Periods Ended December 31 | |||||||||||||||||||||||
| Three Months | Twelve Months | ||||||||||||||||||||||
| In millions | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||
| Transformation and restructuring costs | $ | 195 | $ | 11 | $ | 227 | $ | 58 | |||||||||||||||
| Acquisition-related amortization of intangible assets | 19 | 22 | 81 | 86 | |||||||||||||||||||
| Acquisition-related costs | 1 | 2 | 1 | 3 | |||||||||||||||||||
| Total other adjustments | $ | 215 | $ | 35 | $ | 309 | $ | 147 | |||||||||||||||
12
| NCR CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except per share amounts) | Schedule C | ||||||
| December 31, 2020 | September 30, 2020 | December 31, 2019 | |||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents | $ | 338 | $ | 1,605 | $ | 509 | |||||||||||
Accounts receivable, net of allowances of $51, $55, and $44 as of December 31, 2020, September 30, 2020 and December 31, 2019, respectively | 1,117 | 1,248 | 1,490 | ||||||||||||||
| Inventories | 601 | 748 | 784 | ||||||||||||||
| Other current assets | 422 | 396 | 361 | ||||||||||||||
| Total current assets | 2,478 | 3,997 | 3,144 | ||||||||||||||
| Property, plant and equipment, net | 373 | 384 | 413 | ||||||||||||||
| Goodwill | 2,837 | 2,828 | 2,832 | ||||||||||||||
| Intangibles, net | 532 | 547 | 607 | ||||||||||||||
| Operating lease assets | 344 | 347 | 391 | ||||||||||||||
| Prepaid pension cost | 199 | 193 | 178 | ||||||||||||||
| Deferred income taxes | 965 | 871 | 821 | ||||||||||||||
| Other assets | 686 | 661 | 601 | ||||||||||||||
| Total assets | $ | 8,414 | $ | 9,828 | $ | 8,987 | |||||||||||
| Liabilities and stockholders’ equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Short-term borrowings | $ | 8 | $ | 222 | $ | 282 | |||||||||||
| Accounts payable | 632 | 676 | 840 | ||||||||||||||
| Payroll and benefits liabilities | 268 | 289 | 308 | ||||||||||||||
| Contract liabilities | 507 | 512 | 502 | ||||||||||||||
| Other current liabilities | 673 | 579 | 606 | ||||||||||||||
| Total current liabilities | 2,088 | 2,278 | 2,538 | ||||||||||||||
| Long-term debt | 3,270 | 4,266 | 3,277 | ||||||||||||||
| Pension and indemnity plan liabilities | 851 | 875 | 858 | ||||||||||||||
| Postretirement and postemployment benefits liabilities | 120 | 119 | 111 | ||||||||||||||
| Income tax accruals | 102 | 94 | 92 | ||||||||||||||
| Operating lease liabilities | 325 | 336 | 369 | ||||||||||||||
| Other liabilities | 334 | 253 | 240 | ||||||||||||||
| Total liabilities | 7,090 | 8,221 | 7,485 | ||||||||||||||
Series A convertible preferred stock: par value $0.01 per share, 3.0 shares authorized, 0.3 issued and outstanding as of December 31, 2020 and 0.4 issued and outstanding as of September 30, 2020, and December 31, 2019, respectively; redemption amount and liquidation preference of $276 as of December 31, 2020, $411 as of September 30, 2020 and $399 as of December 31, 2019 | 273 | 408 | 395 | ||||||||||||||
| Stockholders' equity | |||||||||||||||||
| NCR stockholders' equity: | |||||||||||||||||
Preferred stock: par value $0.01 per share, 100.0 shares authorized, no shares issued and outstanding as of December 31, 2020, September 30, 2020 and December 31, 2019, respectively | — | — | — | ||||||||||||||
Common stock: par value $0.01 per share, 500.0 shares authorized, 129.1, 128.5 and 127.7 shares issued and outstanding as of December 31, 2020, September 30, 2020 and December 31, 2019, respectively | 1 | 1 | 1 | ||||||||||||||
| Paid-in capital | 368 | 332 | 312 | ||||||||||||||
| Retained earnings | 950 | 1,159 | 1,060 | ||||||||||||||
| Accumulated other comprehensive loss | (271) | (297) | (269) | ||||||||||||||
| Total NCR stockholders' equity | 1,048 | 1,195 | 1,104 | ||||||||||||||
| Noncontrolling interests in subsidiaries | 3 | 4 | 3 | ||||||||||||||
| Total stockholders' equity | 1,051 | 1,199 | 1,107 | ||||||||||||||
| Total liabilities and stockholders' equity | $ | 8,414 | $ | 9,828 | $ | 8,987 | |||||||||||
13
| NCR CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) | Schedule D | ||||||
| For the Periods Ended December 31 | |||||||||||||||||||||||
| Three Months | Twelve Months | ||||||||||||||||||||||
| 2020 | 2019 As Revised(1) | 2020 | 2019 As Revised(1) | ||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||
| Net income (loss) | $ | (198) | $ | 349 | $ | (78) | $ | 564 | |||||||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||||||||||||||
| Loss from discontinued operations | 72 | 35 | 72 | 50 | |||||||||||||||||||
| Loss on debt extinguishment | — | — | 20 | — | |||||||||||||||||||
| Depreciation and amortization | 95 | 84 | 364 | 333 | |||||||||||||||||||
| Stock-based compensation expense | 32 | 31 | 108 | 107 | |||||||||||||||||||
| Deferred income taxes | (69) | (320) | (115) | (355) | |||||||||||||||||||
| Impairment of other assets | 42 | 2 | 46 | 2 | |||||||||||||||||||
| Gain (loss) on disposal of property, plant and equipment | 1 | — | (1) | (6) | |||||||||||||||||||
| Bargain purchase gain from acquisition | (7) | — | (7) | — | |||||||||||||||||||
| Changes in assets and liabilities: | |||||||||||||||||||||||
| Receivables | 154 | 10 | 420 | (144) | |||||||||||||||||||
| Inventories | 140 | 83 | 168 | 5 | |||||||||||||||||||
| Current payables and accrued expenses | (101) | 48 | (295) | (20) | |||||||||||||||||||
| Contract liabilities | (4) | (6) | 2 | 31 | |||||||||||||||||||
| Employee benefit plans | (60) | 72 | (51) | 59 | |||||||||||||||||||
| Other assets and liabilities | 49 | 20 | (12) | 8 | |||||||||||||||||||
| Net cash provided by operating activities | 146 | 408 | 641 | 634 | |||||||||||||||||||
| Investing activities | |||||||||||||||||||||||
| Expenditures for property, plant and equipment | (8) | (38) | (31) | (91) | |||||||||||||||||||
| Proceeds from sale of property, plant and equipment | — | — | 7 | 11 | |||||||||||||||||||
| Additions to capitalized software | (55) | (71) | (232) | (238) | |||||||||||||||||||
| Business acquisitions, net of cash acquired | — | (117) | (25) | (203) | |||||||||||||||||||
| Purchases of short-term investments | (6) | — | (20) | — | |||||||||||||||||||
| Proceeds from sales of short-term investments | 7 | — | 27 | — | |||||||||||||||||||
| Other investing activities, net | — | 4 | (3) | 9 | |||||||||||||||||||
| Net cash used in investing activities | (62) | (222) | (277) | (512) | |||||||||||||||||||
| Financing activities | |||||||||||||||||||||||
| Short term borrowings, net | — | (4) | — | — | |||||||||||||||||||
| Payments on term credit facilities | (5) | (2) | (12) | (761) | |||||||||||||||||||
| Borrowings on term credit facilities | — | 400 | 4 | 750 | |||||||||||||||||||
| Payments on revolving credit facilities | (1,282) | (1,137) | (1,998) | (3,216) | |||||||||||||||||||
| Borrowings on revolving credit facilities | 75 | 1,076 | 1,535 | 3,535 | |||||||||||||||||||
| Payments of senior unsecured notes | — | (400) | (1,315) | (900) | |||||||||||||||||||
| Proceeds from issuance of senior unsecured notes | — | — | 1,500 | 1,000 | |||||||||||||||||||
| Debt issuance costs | — | (4) | (21) | (32) | |||||||||||||||||||
| Repurchase of Series A preferred shares | (144) | — | (144) | — | |||||||||||||||||||
| Cash paid for Series A preferred shares dividends | (3) | — | (9) | (302) | |||||||||||||||||||
| Repurchases of common stock | — | — | (41) | (96) | |||||||||||||||||||
| Proceeds from employee stock plans | 5 | 4 | 17 | 16 | |||||||||||||||||||
| Tax withholding payments on behalf of employees | (1) | — | (28) | (29) | |||||||||||||||||||
| Purchase of non-controlling interest | — | (3) | — | (3) | |||||||||||||||||||
| Net change in client funds obligations | 18 | (13) | 12 | (15) | |||||||||||||||||||
| Principal payments for finance lease obligations | (4) | (4) | (13) | (4) | |||||||||||||||||||
| Other financing activities | — | (3) | (1) | (4) | |||||||||||||||||||
| Net cash provided by (used in) financing activities | (1,341) | (90) | (514) | (61) | |||||||||||||||||||
| Cash flows from discontinued operations | |||||||||||||||||||||||
| Net cash provided by (used in) discontinued operations | (4) | 3 | — | (24) | |||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 9 | 1 | (7) | (6) | |||||||||||||||||||
| Increase (decrease) in cash, cash equivalents, and restricted cash | (1,252) | 100 | (157) | 31 | |||||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 1,658 | 463 | 563 | 532 | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 406 | $ | 563 | $ | 406 | $ | 563 | |||||||||||||||
(1) Certain amounts have been revised for the three and twelve months ended December 31, 2019 to correct for errors related to the business activities of JetPay Corporation, a wholly-owned subsidiary, which will be more fully described in our upcoming Form 10-K filing.
14
1 Q4 2020 EARNINGS CONFERENCE CALL MICHAEL HAYFORD, PRESIDENT & CEO OWEN SULLIVAN, COO TIM OLIVER, CFO February 9, 2021
2 FORWARD-LOOKING STATEMENTS. Comments made during this conference call and in these materials contain “forward- looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements containing the words “expect,” “intend,” “plan,” “believe,” “will,” “should,” “would,” “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 NCR’s or Cardtronics’ plans, goals, intentions, strategies, or financial outlook (including NCR’s expectations in 2021 regarding its first quarter revenue, EBITDA margin and free cash flow, as well as general year over year improvements), and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements include, without limitation, statements regarding NCR’s and Cardtronics’ plans to manage their respective business through the novel strain of the coronavirus identified in late 2019 (“COVID-19”) pandemic and the health and safety of our customers and employees; the expected impact of the COVID-19 pandemic on NCR’s Banking, Retail and Hospitality segments including the impact on NCR’s customers’ businesses and their ability to pay; expectations regarding NCR’s or Cardtronics’ respective operating goals and actions to manage these goals; expectations regarding cost and revenue synergies; expectations regarding NCR’s or Cardtronics’ cash flow generation, cash reserve, liquidity, financial flexibility and impact of the COVID-19 pandemic on NCR’s and Cardtronics’ respective employee bases; expectations regarding NCR’s and Cardtronics’ respective abilities to capitalize on market opportunities; expectations regarding leveraging the debit network to monetize payment transactions; expectations regarding accretion; expectations regarding long-term strategy and our ability to create stockholder value; NCR’s or Cardtronics’ respective financial outlook; expectations regarding NCR’s continued focus on our long-term fundamentals, including, but, not limited to, NCR’s execution of its NCR-as-a-Service 80/60/20 strategy and return to growth; expected increased revenue and cash flow linearity; margin expansion; NCR’s expected areas of focus to drive growth and create long-term stockholder value; the effect of the announcement of the proposed transaction on the ability of Cardtronics to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Cardtronics does business, or on Cardtronics operating results and business generally; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction; the outcome of any legal proceedings related to the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of the Company to implement its plans, forecasts and other expectations with respect to its business after the completion of the proposed transaction and realize expected benefits; business disruption following the proposed transaction; and the potential benefits of an acquisition of Cardtronics. 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 listed in Item 1A “Risk Factors” of NCR’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on February 28, 2020 and Cardtronics’ Annual Report on Form 10-K filed with the SEC on March 2, 2020, and those factors detailed from time to time in NCR’s and Cardtronics’ other SEC reports including quarterly reports on Form 10-Q and current reports on Form 8-K. In addition, there can be no assurance that a transaction with Cardtronics PLC will be agreed to or occur, and if agreed, the terms of any such transaction. These materials are dated February 9, 2021, and NCR 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 otherwise required by law. NOTES TO INVESTORS
3 NON-GAAP MEASURES. While NCR reports its results in accordance with generally accepted accounting principles in the United States (GAAP), comments made during this conference call and in these materials will include or make reference to certain "non-GAAP" measures, including: selected measures, such as period-over-period revenue growth, expressed on a constant currency (CC) basis; gross margin rate (non- GAAP); diluted earnings per share (non-GAAP); free cash flow; gross margin (non-GAAP); net debt; adjusted EBITDA; the ratio of net debt to adjusted EBITDA; operating income (non-GAAP); interest and other expense (non-GAAP); income tax expense (non-GAAP); effective income tax rate (non-GAAP); and net income (non-GAAP). These measures are included to provide additional useful information regarding NCR's financial results, and are not a substitute for their comparable GAAP measures. Explanations of these non-GAAP measures, and reconciliations of these non-GAAP measures to their directly comparable GAAP measures, are included in the accompanying "Supplementary Materials" and are available on the Investor Relations page of NCR's website at www.ncr.com. Descriptions of many of these non-GAAP measures are also included in NCR's SEC reports. USE OF CERTAIN TERMS. As used in these materials: (i) the term "CC" means constant currency, and; (ii) 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. These presentation materials and the associated remarks made during this conference call are integrally related and are intended to be presented and understood together. NOTES TO INVESTORS
4 Announced proposed transaction with CARDTRONICS OVERVIEW FREE CASH FLOW of $149M in Q4 and $448M FY 2020 RECURRING REVENUE up 6% Y/Y in Q4 Adjusted EBITDA margin rate EXPANSION Q/Q to 15.8% Completed $150M of COST REDUCTIONS
5 STRATEGIC UPDATE • Successful progress on 80/60/20 goals • Banking – Digital banking momentum and accelerating shift to recurring software revenue • Retail - Gaining traction on NCR EmeraldTM and self-checkout solutions • Hospitality - Momentum in AlohaTM Essentials continues • Accelerating NCR-as-a-Service transformation • Continue to invest in strategic platforms ◦ Digital front-end for Digital Banking ◦ Digital online ordering for Retail
6 Adjusted EBITDA down 14% y/y due to COVID-19 and shift to recurring; Up 4% q/q Non-GAAP EPS down due to decline in operating earnings Driving more linear free cash flow production Revenue Adjusted EBITDA Non-GAAP Diluted EPS Free Cash Flow Revenue down 14% y/y due to COVID-19 and shift to recurring; Up 3% q/q Q4 2020 FINANCIAL RESULTS Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $1,000 $2,000 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $200 $400 —% 20.0% 40.0% Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0.00 $0.50 $1.00 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $100 $200 $300 $149$0.59 $1,631 $258 $ in millions, except for EPS $1,886 $299 $0.85 $302 Margin % 15.8%15.9% $1,589 $249 $0.54 $150 15.7%
7 FY 2019 FY 2020 $200 $400 $600 $ in millions BANKING Revenue Operating Income Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $250 $500 $750 $1,000 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $60 $120 $180 10.0% 15.0% 20.0% 25.0% $795 $944 $87 $144 10.9% 15.3% Margin % Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 20.0 22.5 25.0 Digital Banking Revenue Digital Banking Registered Users Recurring Revenue FY 20 up 4% vs FY 19 Up 12% year over year Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $400 $425 $450 Up 8% year over year Digital banking and shift to recurring revenue gaining traction $471 24.5M $447 Key Metrics $777 $99 12.7% $453
8 Momentum in recurring revenue growth $ in millions, except platform lanes RETAIL Revenue Operating Income Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $250 $500 $750 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $20 $40 $60 —% 5.0% 10.0% 15.0% $556 $609 $49 $42 8.6% 6.9% Margin % SCO Revenue Platform Lanes Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 3,000 4,000 5,000 Recurring Revenue Down 11% year over year Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $200 $250 $300 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $100 $200 $300 $260 4,249 $260 Key Metrics $569 $45 Up 11% year over yearUp 40% year over year 8.1%
9 $ in millions, except Aloha Essential Sites HOSPITALITY Revenue Operating Income Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $0 $100 $200 $300 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 -$10 $0 $10 $20 (10.0)% —% 10.0% 20.0% $182 $232 $9 $17 Margin % 7.3% 4.9% Aloha Essential Sites Recurring Revenue Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 2,000 3,000 4,000 Up 42% year over year Down 5% year over year Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 $75 $100 $125 Conversion to Aloha Essentials & improved profitability despite COVID-19 Key Metrics 3,785 $106 $173 $7 4.0%
10 • Sequential improvement across software, services and hardware revenue • Positive mix shift to software, services and recurring revenue • Year-over-year declines largely driven by COVID-19 and shift to recurring revenue Q4 2020 Q3 2020 Q4 2019 Q4 20 v Q3 20 Q4 20 v Q4 19 Software $483 $468 $533 3% (9%) Services $671 $655 $673 2% —% Hardware $477 $466 $680 2% (30%) ATM $221 $219 $347 1% (36%) SCO/POS $256 $247 $333 4% (23%) Total Revenue $1,631 $1,589 $1,886 3% (14%) Software & Services % 71% 71% 64% Recurring Revenue $874 $848 $825 3% 6% Recurring Revenue % 54% 53% 44% SUPPLEMENTAL REVENUE Key Highlights $ in millions
11 • Positive mix shift to software, services and recurring revenue • Year-over-year declines largely driven by COVID-19 and shift to recurring revenue FY 2020 FY 2019 FY 20 v FY 19 Software $1,885 $2,008 (6%) Services $2,567 $2,520 2% Hardware $1,755 $2,387 (26%) ATM $891 $1,263 (29%) SCO/POS $864 $1,124 (23%) Total Revenue $6,207 $6,915 (10%) Software & Services % 72% 65% Recurring Revenue $3,338 $3,182 5% Recurring Revenue % 54% 46% FY SUPPLEMENTAL REVENUE Key Highlights $ in millions
12 Free Cash Flow Q4 2020 Q4 2019 FY 2020 FY 2019 Cash provided by Operating Activities $146 $408 $641 $634 Total capital expenditures ($63) ($109) ($263) ($329) Cash used in discontinued ops ($4) $3 $— ($24) Discretionary pension contributions $70 $— $70 $— Free Cash Flow $149 $302 $448 $281 $ in millions FREE CASH FLOW, NET DEBT & EBITDA Net Debt & EBITDA Q4 2020 Q3 2020 Q4 2019 Debt $3,278 $4,488 $3,559 Cash ($338) ($1,605) ($509) Net Debt $2,940 $2,883 $3,050 Adjusted EBITDA LTM $896 $937 $1,058 Net Debt / Adjusted EBITDA 3.3x 3.1x 2.9x
13 COST ACTIONS & IMPACTS IMPROVED COST STRUCTURE TO DRIVE MARGIN EXPANSION • Temporary COVID cost actions replaced with permanent reductions • Total cost actions of $150M • Turning attention to integration of Cardtronics and synergies COST ACTIONS • Recorded charge of approximately $200M in Q4 ◦ ~$150 non cash ◦ ~$50 cash • Includes severance, excess inventory and software impairments • Several legacy issues addressed and settled IMPACTS
14 OUTLOOK Q1 2021 • Revenue - Up 2% to 3% year over year • Adjusted EBITDA Margin - Expands approx. 250 bps year over year to roughly 15% • Free Cash Flow - Modest improvement from Q1 2020 to approx. breakeven
15 LOOKING FORWARD • Pleased with 2020 execution • Accelerate NCR as-a-Service 80/60/20 Strategy • Return to growth • Building momentum for 2021 execution • Increased revenue and cash flow linearity • Cost takeout and positive operating leverage drive margin expansion • Set the stage to hit the ground running...Cardtronics
16 Advances NCR's 80/60/20 targets NCR + CARDTRONICS Enhances NCR's scale and cash flow generation Expands payments opportunity Accelerates NCR-as-a-Service strategy Accretive to non-GAAP EPS in the full first year ... approx. 20-25% per share Strategically consistent … accretive
17 SUPPLEMENTARY MATERIALS
18 Q4 2020 Q4 2019 % Change As Reported FY 2020 FY 2019 % Change As Reported Revenue $1,631 $1,886 (14%) $6,207 $6,915 (10%) Gross Margin 328 532 (38)% 1,524 1,921 (21)% Gross Margin Rate 20.1% 28.2% 24.6% 27.8% Operating Expenses 391 350 12% 1,303 1,310 (1)% % of Revenue 24.0% 18.6% 21.0% 18.9% Operating Income (63) 182 (135)% 221 611 (64)% % of Revenue (3.9%) 9.7% 3.6% 8.8% Interest and other expense (83) (99) (16)% (280) (270) 4% Income Tax Expense (Benefit) (20) (301) (93%) (53) (273) (81%) Effective Income Tax Rate 13.7% (362.7)% 89.8% (80.1)% Net Income from Continuing Operations (attributable to NCR) ($125) $384 (133%) ($7) $614 (101%) Diluted EPS ($1.06) $2.67 (140)% ($0.30) $3.71 (108)% $ in millions, except per share amounts Q4 & FY 2020 GAAP RESULTS
19 Q4 2020 Q4 2019 % Change As Reported % Change Constant Currency FY 2020 FY 2019 % Change As Reported % Change Adjusted Constant Currency Revenue $1,631 $1,886 (14%) (14%) $6,207 $6,915 (10%) (10%) Gross Margin (non-GAAP) 465 541 (14)% (14)% 1,696 1,966 (14)% (13)% Gross Margin Rate (non-GAAP) 28.5% 28.7% (20 bps) — bps 27.3% 28.4% (110) bps (90) bps Operating Expenses (non-GAAP) $313 $324 (3%) (4%) $1,166 $1,208 (3%) (3%) % of Revenue 19.2% 17.2% 200 bps 210 bps 18.8% 17.5% 130 bps 140 bps Operating Income (non-GAAP) $152 $217 (30%) (30%) $530 $758 (30%) (28%) % of Revenue 9.3% 11.5% (220 bps) (200 bps) 8.5% 11.0% (250) bps (230) bps Interest and other expense (non-GAAP) ($49) ($60) (18%) (16%) ($226) ($225) —% —% Income Tax Expense (non-GAAP) 21 34 (38)% (36)% 61 110 (45)% (43)% Effective Income Tax Rate (non-GAAP) 20.4% 21.7% 20.1% 20.6% Net Income (Loss) From Continuing Operations (attributable to NCR) (non- GAAP) $83 $123 (33)% (35)% $242 $423 (43)% (41)% Diluted EPS (non-GAAP) $0.59 $0.85 (31%) (31%) $1.69 $2.81 (40%) (39%) $ in millions, except per share amounts Q4 & FY 2020 OPERATIONAL RESULTS
20 While NCR reports its results in accordance with generally accepted accounting principles (GAAP) in the United States, comments made during this conference call and in these materials will include non-GAAP measures. These measures are included to provide additional useful information regarding NCR's financial results, and are not a substitute for their comparable GAAP measures. Operating Income (non-GAAP), Diluted EPS (non-GAAP), Gross Margin (non-GAAP), Gross Margin Rate (non-GAAP), Interest and Other expense (non-GAAP), Effective Income Tax Rate (non-GAAP), Net Income (non-GAAP), Operating Expenses (non-GAAP) and Income Tax Expense (non-GAAP). NCR’s operating income (non-GAAP), diluted earnings per share (non-GAAP), gross margin (non- GAAP), gross margin rate (non-GAAP), interest and other expense (non-GAAP), effective income tax rate (non-GAAP), and net income (non-GAAP), operating expenses (non-GAAP) and income tax expense (non-GAAP) are determined by excluding pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits, and other special items, including amortization of acquisition related intangibles as well as transformation and restructuring charges, from NCR's GAAP income (loss) from operations, earnings per share, gross margin, gross margin rate, interest and other expense, effective income tax rate, net income, operating expenses and income tax expense, respectively. Due to the non-operational nature of these pension and other special items, NCR's management uses these non-GAAP measures to evaluate year-over-year operating performance. NCR also uses operating income (non-GAAP) and non-GAAP diluted EPS, to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes these measures are useful for investors because they provide a more complete understanding of NCR's underlying operational performance, as well as consistency and comparability with NCR's past reports of financial results. Free Cash Flow. NCR defines free cash flow as net cash provided by/used in operating activities and cash flow provided by/used in discontinued operations less capital expenditures for property, plant and equipment, additions to capitalized software, discretionary pension contributions and pension settlements. NCR's management uses free cash flow to assess the financial performance of the Company and believes it is useful for investors because it relates the operating cash flow of the Company to the capital that is spent to continue and improve business operations. In particular, free cash flow indicates the amount of cash generated after capital expenditures which can be used for, among other things, investment in the Company's existing businesses, strategic acquisitions, strengthening the Company's balance sheet, repurchase of Company stock and repayment of the Company's debt obligations. Free cash flow does not represent the residual cash flow available for discretionary expenditures since there may be other nondiscretionary expenditures that are not deducted from the measure. Free cash flow does not have a uniform definition under GAAP and, therefore, NCR's definition may differ from other companies' definition of this measure. NON-GAAP MEASURES
21 Constant Currency. NCR presents certain financial measures, such as period-over-period revenue growth, on a constant currency basis, which excludes the effects of foreign currency translation by translating prior period results at current period monthly average exchange rates. Due to the overall variability of foreign exchange rates from period to period, NCR’s management uses constant currency measures to evaluate period-over-period operating performance on a more consistent and comparable basis. NCR’s management believes that presentation of financial measures without these results is more representative of the company's period-over-period operating performance, and provides additional insight into historical and/or future performance, which may be helpful for investors. Net Debt and Adjusted EBITDA. NCR believes that Net Debt provides useful information to investors because NCR’s management reviews Net Debt as part of its management of overall liquidity, financial flexibility, capital structure and leverage. In addition, certain debt rating agencies, creditors and credit analysts monitor NCR’s Net Debt as part of their assessments of NCR’s business. NCR determines Net Debt based on its total debt less cash and cash equivalents, with total debt being defined as total short-term borrowings plus total long-term debt. NCR believes that Adjusted EBITDA (adjusted earnings before interest, taxes, depreciation and amortization) 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. NCR determines Adjusted EBITDA for a given period based on its GAAP net income from continuing operations attributable to NCR plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus other income (expense); plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits, and other special items, including amortization of acquisition related intangibles as well as transformation and restructuring charges. NCR believes that its ratio of Net Debt to Adjusted EBITDA provides useful information to investors because it is an indicator of the company's ability to meet its future financial obligations. In addition, the Net Debt to Adjusted EBITDA ratio is measures frequently used by investors and credit rating agencies. The Net Debt to Adjusted EBITDA ratio is calculated by dividing Net Debt by trailing twelve-month Adjusted EBITDA. NON-GAAP MEASURES
22 NCR management'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. These non- GAAP measures are reconciled to their corresponding GAAP measures in the following slides and elsewhere in these materials. These reconciliations and other information regarding these non-GAAP measures are also available on the Investor Relations page of NCR's website at www.ncr.com. NON-GAAP MEASURES
23 Net Income from Continuing Operations (GAAP) to Adjusted EBITDA (non-GAAP) Q4 2020 LTM Q3 2020 LTM Q4 2019 LTM Q4 2020 Q4 2019 Net (Loss) Income from Continuing Operations Attributable to NCR (GAAP) $ (7) $ 502 $ 614 $ (125) $ 384 Pension Mark-to-Market Adjustments 34 75 75 34 75 Transformation & Restructuring Costs 234 43 58 202 11 Acquisition-Related Amortization of Intangibles 81 84 86 19 22 Acquisition-Related Costs (6) 2 3 (6) 2 Internal reorganization & IP Transfer — (37) (37) — (37) Loss on Debt Extinguishment 20 20 — — — Interest Expense 218 221 197 51 54 Interest Income (8) (6) (4) (3) (1) Depreciation and Amortization 275 260 232 74 59 Income Taxes (53) (334) (273) (20) (301) Stock Compensation Expense 108 107 107 32 31 Adjusted EBITDA (non-GAAP) $ 896 $ 937 $ 1,058 $ 258 $ 299 GAAP TO NON-GAAP RECONCILIATION $ in millions
24 Q4 QTD 2020 GAAP Transformatio n Costs Acquisition- related amortization of intangibles Acquisition- related costs VA Release Pension Mark-to- Market Q4 QTD 2020 non-GAAP Product revenue $529 $— $— $— $— $— $529 Service revenue 1,102 — — — — — 1,102 Total revenue 1,631 — — — — — 1,631 Cost of products 479 (45) (2) — — — 432 Cost of services 824 (86) (4) — — — 734 Gross margin 328 131 6 — — — 465 Gross margin rate 20.1% 8.0% 0.4% —% —% —% 28.5% Selling, general and administrative expenses 326 (56) (13) (1) — — 256 Research and development expenses 65 (8) — — — — 57 Total operating expenses 391 (64) (13) (1) — — 313 Total operating expense as a % of revenue 24.0% (3.9)% (0.8)% (0.1)% —% —% 19.2% Income from operations (63) 195 19 1 — — 152 Income from operations as a % of revenue (3.9)% 12.0% 1.1% 0.1% —% —% 9.3% Interest and Other (expense) income, net (83) 7 — (7) — 34 (49) Income from continuing operations before income taxes (146) 202 19 (6) — 34 103 Income tax (benefit) expense (20) 37 4 — (5) 5 21 Effective income tax rate 13.7% 20.4% Income from continuing operations (126) 165 15 (6) 5 29 82 Net income (loss) attributable to noncontrolling interests (1) — — — — — (1) Income from continuing operations (attributable to NCR) ($125) $165 $15 ($6) $5 $29 $83 Diluted earnings per share ($1.06) $1.17 $0.11 ($0.04) $0.04 $0.20 $0.59 Diluted shares outstanding 129.0 141.6 GAAP TO NON-GAAP RECONCILIATION Q4 2020 $ in millions, except per share amounts
25 Q4 QTD 2020 GAAP Q4 QTD 2020 non- GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $(125) $83 Dividends on convertible preferred shares (12) — Income from continuing operations attributable to NCR common stockholders ($137) $83 Weighted average outstanding shares: Weighted average diluted shares outstanding 129.0 132.0 Weighted as-if converted preferred shares — 9.6 Total shares used in diluted earnings per share 129.0 141.6 Diluted earnings per share (1) ($1.06) $0.59 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends or deemed dividends on NCR'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. GAAP TO NON-GAAP RECONCILIATION Q4 2020 $ in millions, except per share amounts
26 Q4 QTD 2019 GAAP Transformation & Restructuring Costs Acquisition- related amortization of intangibles Acquisition- related costs Debt Refinancing Valuation Allowance Release Int Reorg & IP Transfer Pension mark-to- market adjustment Q4 QTD 2019 non- GAAP Product revenue $766 $— $— $— $— $— $— $— $766 Service revenue 1,120 — — — — — — — 1,120 Total revenue 1,886 — — — — — — — 1,886 Cost of products 599 — (3) — — — — — 596 Cost of services 755 (2) (4) — — — — — 749 Gross margin 532 2 7 — — — — — 541 Gross margin rate 28.2% 0.1% 0.4% —% —% —% —% —% 28.7% Selling, general and administrative expenses 276 (6) (15) (2) — — — — 253 Research and development expenses 74 (3) — — — — — — 71 Total expenses 350 (9) (15) (2) — — — — 324 Total expense as a % of revenue 18.6% (0.5)% (0.8)% (0.1)% —% —% —% —% 17.2% Income from operations 182 11 22 2 — — — — 217 Income from operations as a % of revenue 9.7% 0.6% 1.1% 0.1% —% —% —% —% 11.5% Interest and Other (expense) income, net (99) — — — 1 — (37) 75 (60) Income from continuing operations before income taxes 83 11 22 2 1 — (37) 75 157 Income tax expense (301) 3 5 — 1 53 264 9 34 Effective income tax rate (362.7)% 21.7% Income from continuing operations 384 8 17 2 — (53) (301) 66 123 Net income attributable to noncontrolling interests — — — — — — — — — Income from continuing operations (attributable to NCR) $384 $8 $17 $2 $— ($53) ($301) $66 $123 Diluted (loss) earnings per share $2.67 $0.06 $0.12 $0.01 $— ($0.37) ($2.09) $0.46 $0.85 Diluted shares outstanding 143.9 143.9 GAAP TO NON-GAAP RECONCILIATION Q4 2019 $ in millions, except per share amounts
27 Q4 QTD 2019 GAAP Q4 QTD 2019 non-GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $384 $123 Dividends on convertible preferred shares $— $— Income from continuing operations attributable to NCR common stockholders $384 $123 Weighted average outstanding shares: Weighted average diluted shares outstanding 130.7 130.7 Weighted as-if converted preferred shares 13.2 13.2 Total shares used in diluted earnings per share 143.9 143.9 Diluted earnings per share (1) $2.67 $0.85 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends or deemed dividends on NCR'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. GAAP TO NON-GAAP RECONCILIATION Q4 2019 $ in millions, except per share amounts
28 FY 2020 GAAP Transformation Costs Acquisition- related amortization of intangibles Acquisition- related costs Debt Refinancing VA Release Pension mark-to- market FY 2020 non- GAAP Product revenue $2,005 $— $— $— $— $— $— $2,005 Service revenue 4,202 — — — — — — 4,202 Total revenue 6,207 — — — — — — 6,207 Cost of products 1,733 (58) (9) — — — — 1,666 Cost of services 2,950 (92) (13) — — — — 2,845 Gross margin 1,524 150 22 — — — — 1,696 Gross margin rate 24.6% 2.4% 0.3% —% —% —% —% 27.3% Selling, general and administrative expenses 1,069 (66) (59) (1) — — — 943 Research and development expenses 234 (11) — — — — — 223 Total operating expenses 1,303 (77) (59) (1) — — — 1,166 Total operating expense as a % of revenue 21.0% (1.2)% (1.0)% —% —% —% —% 18.8% Income from operations 221 227 81 1 — — — 530 Income from operations as a % of revenue 3.6% 3.7% 1.2% —% —% —% —% 8.5% Interest and Other (expense) income, net (280) 7 — (7) 20 — 34 (226) Income from continuing operations before income taxes (59) 234 81 (6) 20 — 34 304 Income tax (benefit) expense (53) 44 17 — 5 43 5 61 Effective income tax rate 89.8% 20.1% Income from continuing operations (6) 190 64 (6) 15 (43) 29 243 Net income (loss) attributable to noncontrolling interests 1 — — — — — — 1 Income from continuing operations (attributable to NCR) ($7) $190 $64 ($6) $15 ($43) $29 $242 Diluted earnings per share ($0.30) $1.33 $0.45 ($0.04) $0.10 ($0.30) $0.20 $1.69 Diluted shares outstanding 128.4 142.9 GAAP TO NON-GAAP RECONCILIATION FY 2020 $ in millions, except per share amounts
29 FY 2020 GAAP FY 2020 non-GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $(7) $242 Dividends on convertible preferred shares (31) — Income from continuing operations attributable to NCR common stockholders ($38) $242 Weighted average outstanding shares: Weighted average diluted shares outstanding 128.4 130.4 Weighted as-if converted preferred shares — 12.5 Total shares used in diluted earnings per share 128.4 142.9 Diluted earnings per share (1) ($0.30) $1.69 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends or deemed dividends on NCR'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. GAAP TO NON-GAAP RECONCILIATION FY 2020 $ in millions, except per share amounts
30 FY 2019 GAAP Transformation & Restructuring Costs Acquisition- related amortization of intangibles Acquisition- related costs Debt Refinancing VA Release & Other Int Reorg & IP Transfer Pension mark-to- market adjustments FY 2019 non- GAAP Product revenue $2,681 $— $— $— $— $— $— $— $2,681 Service revenue 4,234 — — — — — — — 4,234 Total revenue 6,915 — — — — — — — 6,915 Cost of products 2,146 (12) (10) — — — — — 2,124 Cost of services 2,848 (9) (14) — — — — — 2,825 Gross margin 1,921 21 24 — — — — — 1,966 Gross margin rate 27.8% 0.3% 0.3% —% —% —% —% —% 28.4% Selling, general and administrative expenses 1,051 (31) (62) (3) — — — — 955 Research and development expenses 259 (6) — — — — — — 253 Total expenses 1,310 (37) (62) (3) — — — — 1,208 Total expense as a % of revenue 18.9% (0.5)% (0.9)% —% —% —% —% —% 17.5% Income from operations 611 58 86 3 — — — — 758 Income from operations as a % of revenue 8.8% 0.9% 1.3% —% —% —% —% —% 11.0% Interest and Other (expense) income, net (270) — — — 7 — (37) 75 (225) Income from continuing operations before income taxes 341 58 86 3 7 — (37) 75 533 Income tax expense (273) 14 18 (2) 2 78 264 9 110 Effective income tax rate (80.1)% 20.6% Income from continuing operations 614 44 68 5 5 (78) (301) 66 423 Net income attributable to noncontrolling interests — — — — — — — — Income from continuing operations (attributable to NCR) $614 $44 $68 $5 $5 ($78) ($301) $66 $423 Diluted (loss) earnings per share $3.71 $0.29 $0.45 $0.03 $0.03 ($0.52) ($2.00) $0.44 $2.81 Diluted shares outstanding 145.2 150.6 GAAP TO NON-GAAP RECONCILIATION FY 2019 $ in millions, except per share amounts
31 FY 2019 GAAP FY 2019 non-GAAP Income from continuing operations attributable to NCR common stockholders: Income from continuing operations (attributable to NCR) $614 $423 Dividends on convertible preferred shares ($76) $— Income from continuing operations attributable to NCR common stockholders $538 $423 Weighted average outstanding shares: Weighted average diluted shares outstanding 125.7 125.7 Weighted as-if converted preferred shares 19.5 24.9 Total shares used in diluted earnings per share 145.2 150.6 Diluted earnings per share (1) $3.71 $2.81 (1) GAAP EPS is determined using the most dilutive measure, either including the impact of the dividends or deemed dividends on NCR'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. GAAP TO NON-GAAP RECONCILIATION FY 2019 $ in millions, except per share amounts
32 GAAP TO NON-GAAP RECONCILIATION Q4 2020 Q3 2020 Q4 2019 Operating Income Operating Income Operating Income Banking $87 $99 $144 Retail 49 45 42 Hospitality 9 7 17 Other 7 7 14 Total Operating Income (non-GAAP) 152 158 217 Less: Transformation and restructuring costs 195 19 11 Acquisition-related amortization of intangibles 19 21 22 Acquisition-related costs 1 — 2 Total Operating Income (GAAP) ($63) $118 $182 $ in millions
33 Q4 2020 Operational Results % Change As Reported Favorable (unfavorable) FX impact % Change Constant Currency Revenue (14%) —% (14%) Gross Margin (non-GAAP) (14%) —% (14%) Gross Margin Rate (non-GAAP) (20 bps) (20 bps) — bps Operating Expenses (non-GAAP) (3%) 1% (4%) % of Revenue 200 bps (10) bps 210 bps Operating Income (non-GAAP) (30%) —% (30%) % of Revenue (220 bps) (20 bps) (200 bps) Interest and other expense (non-GAAP) (18%) (2%) (16%) Income Tax Expense (non-GAAP) (38%) (2%) (36%) Net Income (Loss) From Continuing Operations (attributable to NCR) (non-GAAP) (33%) 2% (35%) Diluted EPS (non-GAAP) (31%) —% (31%) GAAP TO NON-GAAP RECONCILIATION Q4 2020
34 FY 2020 Operational Results % Change As Reported Favorable (unfavorable) FX impact % Change Constant Currency Revenue (10%) —% (10%) Gross Margin (non-GAAP) (14%) (1%) (13%) Gross Margin Rate (non-GAAP) (110 bps) (20 bps) (90 bps) Operating Expenses (non-GAAP) (3%) —% (3%) % of Revenue 130 bps (10 bps) 140 bps Operating Income (non-GAAP) (30%) (2%) (28%) % of Revenue (250 bps) (20 bps) (230) bps Interest and other expense (non-GAAP) —% —% —% Income Tax Expense (non-GAAP) (45%) (2%) (43%) Net Income (Loss) From Continuing Operations (attributable to NCR) (non-GAAP) (43%) (2%) (41%) Diluted EPS (non-GAAP) (40%) (1%) (39%) GAAP TO NON-GAAP RECONCILIATION FY 2020
35 THANK YOU