Brinks Company (The)

Good day and welcome to the Brinks acquisition of NCR Atlios. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note this event is being recorded. This call and the Q&A session that follows the call will contain forward-looking statements. Actual results could differ materially from projected or estimated results. In particular, forward-looking financial information for the combined company is inherently uncertain due to a number of factors outside of Brinks' and NCR Atlios' control. Information regarding factors that could cause differences and actual results are available in today's press release and presentation and in Brinks' and NCR-Atlios' SEC filings. The information presented and discussed on the call is representative of today only. Brinks and NCR-Atlios assume no obligation to update any forward-looking statements. The call is copyrighted and may not be used without written permission from Brinks and NCR-Atlios. I will now turn it over to your host, Jesse Jenkins, Vice President of Investor Relations. Mr. Jenkins, you may begin.

Thanks and good afternoon. Here with me today are BRICS CEO and CFO Mark Eubanks and Kurt McMacken, as well as NCR Atlios President and CEO Tim Oliver. This morning, a joint press release was issued, and both companies filed eight Ks with pertinent details of the proposed $6.6 billion acquisition of NCR Atlios by Brinks. The transaction is subject to the completion of customary closing conditions, including regulatory approvals and approval by Brinks and NCR Atlios shareholders. Additional details, including risk factors related to the transaction, can be found in these filings and on both companies' websites. This afternoon, both companies also reported fourth quarter and full year 2025 results on a GAAP and non-GAAP basis. Any reference to non-GAAP financial measures during this presentation are intended to provide investors with a supplemental comparison of BRICS operating results and trends for the periods presented. BRICS believes these measures allow investors to better compare performance over time and to evaluate its performance using the same metrics as management. Reconciliation of Brink's non-GAAP results to its most comparable GAAP results are provided in its earnings release, the appendix of its earnings presentation, and the related Form 8K filing, each of which can be found on Brink's website. While most of today's call will be focused on the transaction announcement, we and the NCR Atlios Investor Relations team will be happy to follow up with any questions related to earnings results. I will now turn the call over to Brink CEO, Mark Eubanks.

Thanks, Jesse. Good afternoon, everyone. Before I speak to the exciting transaction we announced today, I'll briefly touch on the strong fourth quarter and full year 2025 results, which were at or above the midpoint of our guidance on all metrics. We delivered another year of meaningful strategic progress with strong organic growth from ATM managed services and digital retail solutions while expanding our adjusted EBITDA margins by 40 basis points. And importantly, delivering $436 million of free cash flow. Our normal detailed quarterly results presentation, including our Q1 2026 guidance and full year framework can be found on our investor website. As Jesse mentioned, we'll be happy to answer questions and provide additional details on our 2025 results and 2026 standalone guidance when we meet with analysts and investors in the coming days. Moving on now to the news of the day. We're excited to announce that we've agreed to acquire NCR Atlios, bringing together two complimentary, trusted, and globally recognized financial technology infrastructure providers to better serve both banking and retail customers. Our two companies share a customer-focused culture, a passion for innovation and continuous improvement, and each have trusted brands that have served financial institutions and retail customers for over a century. NCR Atlios and its management team have delivered impressive performance since their spinoff a few years ago. Strategically, NCR Atlios' large installed base of ATMs and capabilities in software, service, and ATM management complement our global cash management expertise and route-based infrastructure. Together, we will be able to better serve our retail and bank customers who are increasingly looking for a broader set of solutions. The combined business will have an enhanced scale and is expected to have total revenue of approximately $10 billion with adjusted EBITDA of approximately $2 billion and adjusted EBITDA margins approaching 20%. We expect the financial profile of the combined company to be resilient with expanded recurring subscription-based revenue, a resilient mid-single-digit organic revenue growth outlook, and the potential for margin expansion through an enhanced offering of value-added services and cost optimization activities beyond are announced transaction-related synergies. The combined capabilities of the companies will provide solutions for ATM owners across every touchpoint in the value chain, from equipment purchase all the way through the logistics and service networks. Our holistic product offering will allow us to accelerate the recent positive trends in bank outsourcing that have delivered growth for both companies over the last few years. Adding a global service base of 600,000 ATMs from NCR Atleos will create additional opportunity in some of our largest markets as we integrate our cash handling solutions. This combination also presents meaningful opportunities to enhance our growth in digital retail solutions, or DRS. In addition to an integrated AMS DRS whole store efficiency opportunity that I'll discuss in more detail in a few slides, NCR Atlios' added network density will allow us to further optimize our existing cost structure. The efficiencies will further enable us to provide a compelling cash management value proposition to customers that previously did not consider an outsourced provider because of cost. Our ability to serve these customers expands our addressable market opportunity and drives continued growth opportunities with our high margin DRS solutions. The economics of the deal are also quite compelling for shareholders. The current purchase price reflects a seven times multiple on consensus estimates for NCR Atlios' 2026 adjusted EBITDA. When you factor in an expected $200 million of annual run rate cost synergies, which are expected to be captured over the next three years, the multiple reduces to below six times. The deal is expected to be at least 35% accretive in year one EPS and deliver approximately $1 billion of free cash flow, allowing considerable capital flexibility and the ability to make returns to shareholders. The strategic logic is compelling and the financial benefits of the acquisition are attractive in both the near and long term. We're excited about the potential of adding new capabilities and customers across our shared networks. Now, I'd like to invite Tim to give a brief overview of NCR Atrios and have him speak directly to what attracted him to the combination. Thanks for joining us, Tim.