NCR Voyix Corporation

Greetings and welcome to the NCR Voyex Q2 2024 earnings call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. Should anyone require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Alan Katz, VP of Investor Relations. Thank you. You may begin.

Good morning, and thank you for joining our second quarter 2024 earnings conference call. This morning, we issued our earnings release reporting financials for the quarter ended June 30th, 2024. A copy of the earnings release and the presentation that we will reference during this call are available on the investor relations section of our website, which can be found at www.ncrvoyex.com and have been filed with the SEC. With me on the call today are David Wilkinson, our Chief Executive Officer, and Brian Webb Walsh, our Chief Financial Officer. This call is being recorded and the webcast is available on the investor relations section of our website. Before we begin, please be advised that remarks today will contain forward-looking statements. These forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For additional information on these factors, please refer to our earnings release and our other reports filed with the SEC. We caution you not to place undue reliance on these statements. Forward-looking statements during this call speak only as of the date of this call, and we undertake no obligation to update them. In addition, we will be discussing or providing certain non-GAAP financial measures today, which we believe will provide additional clarity regarding our ongoing performance. For a full reconciliation of the non-GAAP financial measures discussed in this call, the most comparable GAAP measure, in accordance with SEC regulation, please see our press release furnished as an exhibit on our Form 8K filed this morning and our supplemental materials available on the investor relations section of our website. With that, I would now like to turn the call over to David.

Thanks, Alan, and good morning, everyone. I would like to welcome all of you to our second quarter 2024 earnings call. In addition to discussing our quarterly financial results, we will also provide details concerning the strategic actions announced this morning including the sale of our digital banking business, our expanded partner agreements with a leading provider for point of sale and self-checkout hardware, and our recent cost alignment initiatives. I would like to remind everyone that the strategic review to optimize the company's operations and drive enhanced long-term shareholder value began in 2022. The initial part of this multifaceted plan was realized in October 2023 with the completion of the spinoff of our ATM business into NCR Atlios. Following the spin, the NCR Voyage Board continued efforts to streamline the business and sharpen the company's focus to better serve our customers and drive enhanced value to our shareholders. As you will see on slide six, we have taken the following actions. First, we announced a definitive agreement to divest our digital banking segment to Veritas Capital for a $2.45 billion purchase price, plus up to $100 million of contingent consideration. Second, we announced partnering with Enecon Corp, a leading hardware provider for both point of sale and self-checkout. And third, we implemented a multi-phase cost alignment program, which began with the elimination of approximately 800 staff globally approximately $75 million in annualized operating and capitalized payroll-related costs at the end of Q2. This program contemplates an ongoing assessment of all costs. These actions will significantly reduce leverage, moderate the variability of hardware-related revenue beginning in 2025, align our current operating costs to the new structure, and position NCR Voyex for accelerated top line growth and margin expansion. Brian will discuss the details of the cost alignment program and our improved future capital profile later on the call. As we have described previously, the digital banking business is an industry leading provider of digital first solutions for banks and credit unions, and the only provider of a truly end to end offering across the physical and digital channels. With 2023 revenue of $579 million, this business employs over 1,600 employees across seven global facilities and serves approximately 1,300 financial institutions in North America. We believe divesting this business benefits both NCR Voyex and Digital Banking, allowing each to focus on its core competencies. Over the last four months, we conducted a rigorous selection process which resulted in identifying the best owner for the business while maximizing value for our shareholders. We expect the transaction to close by year end. For hardware, we have selected a leading manufacturer of point of sale and self-checkout hardware, Anacon Corp, whereby we will function as their agent and maintain the sales relationship with our customers. However, all other aspects of the hardware sale, including design, manufacture, and warranty of the hardware will be fulfilled by InnoCon. Once the agreement is implemented, we will only record the net sales commission from hardware in our revenue. This is the natural next step in the evolution of the company's hardware business, which has transitioned over the years from internal to outsource manufacturing and will now be exclusively handled by a leading third-party design and manufacturing company. This should allow our software customers access to market-leading hardware products with the benefit of improved lead times, enhanced speed of innovation, and increasingly competitive pricing. Turning to slide seven, we have outlined our key go-forward strategic objectives for the second half of 2024 and into 2025. We believe these efforts strengthen operations in our core markets, enhance existing customer relationships, attract new customers, improve allocation of resources to focus on our restaurant and retail segments, and drive profitable growth for the company. These can be best summarized as follows. First, accelerate platform conversions. Today, we have around 20% of our sites connected to the platform. Our expectation is to accelerate platform conversion over the next three years. As we continue to convert customers to the platform and improve customer adoption of value-added platform capabilities, we will significantly increase our software revenues related to our existing customers. Second, is to ensure we have the right resources and incentive programs in place to improve upon past performance of gaining share across our markets. And finally, invest in our VOYX commerce platform to meet the growing demands of our customers. including tuck-in acquisitions of added capabilities, accelerating speed to market. We believe these actions support the continued realignment of our operating model and will enable us to see meaningful improvements in revenue and earnings growth over time. Before I turn the call over to Brian to discuss our financial results, I would like to take a few moments to review some of our second quarter highlights on slide eight. For the quarter, normalized software revenue increased 5%, and normalized services revenue decreased 2% when excluding the adverse impact of a one-time prior periods adjustment and the one-time software true-up from the prior year. We executed on transformation initiatives and saw the impact of the continued growth within our higher margin revenue streams. We achieved solid sales results across our segments, including signing nearly 300 new customers. We also continued converting customers to our platform and now have a total of more than 67,000 retail and restaurant platform sites, an increase of nearly 35% from the prior year. The ongoing execution of our platform strategy, coupled with our increased investment in our global sales and services network, drove software ARR growth of 6% and total segment ARR growth of 5%. Turning to our restaurant segment on slide nine, In the second quarter, we continued to demonstrate momentum, signing more than 220 new customers and increasing our platform and payment sites by 7 and 21% respectively. Software ARR increased 2% and total ARR increased 4% in the quarter. Within our enterprise division, we signed a new multi-year agreement with a large North American hospitality group to provide the Voyax Commerce platform with Aloha Essentials to more than six restaurant brands across Canada. Under our agreement, we will provide a full suite of solutions for approximately 90 restaurant sites with the opportunity to contract an additional 90 plus franchisee sites in the future. Our comprehensive solution will enable this customer to streamline operations and significantly improve business agility, allowing them to execute on their growth opportunities and scale their business. This quarter, we also rolled out our digital ordering platform solutions for a longtime large fast casual restaurant customer across 2000 plus domestic locations. This customer leveraged our platform to power their new digital ordering strategy in the third quarter of 2023. As of today, they have fully implemented our solutions, including our online and mobile ordering services, order monitoring, and menu management to integrate the customer experience across the physical and digital channels. Our technology will be integral to their digital transformation for their end customers, while also lowering their operating costs. Lastly, in our mid-market business, we continue to execute on our growth efforts, signing more than 220 new logos. Our payment sites for this segment continue to increase as well, with 98% of the new mid-market customers signed attaching payments to their point of sale contracts. Turning to our retail segment on slide 10, this quarter we signed two enterprise customers and 45 mid-market customers leading to nearly 800 additional sites. We also increased our platform sites by 70% as we continue to convert on-premise customers and onboard newly signed customers. Software ARR increased 6% and total ARR increased 4% attributed to the powerful impact of attaching to the platform. In our enterprise business, we signed a new multi-year agreement with a large wholesale grocery supplier and grocery store operator in the United States. Under our agreement, we will provide this customer with our full suite of retail platform solutions, including point of sale, next-gen self-checkout, and customer loyalty for 10,000 lanes across 600 of their newly acquired stores. We also expanded our relationship with a longstanding fuel and convenience customer of NCR Voyex. By the end of 2025, we will connect their entire store footprint of approximately 3,500 lanes across Canada to the platform to modernize their point of sale solution. Following the migration, we'll work to cross sell additional solutions. Lastly, we renewed and expanded our services agreement with one of our largest retail customers following our successful execution to support their holiday traffic across more than 5,000 sites consisting of 200,000 lanes. As a result of our performance, this customer not only renewed their contract with us for an additional three years, but expanded the scope of the agreement to include additional services. Turning to slide 11, our digital banking business demonstrated strong financial and operational performance this quarter. Compared to the prior year, revenue increased 9%, and adjusted EBITDA increased 17%. Registered users grew 4% to 29 million, and the number of active users grew 3% to 20 million, while segment ARR increased 9%. As I stated earlier, we anticipate the sale of digital banking to close by year end. We will continue to support the transition of the business to Veritas Capital beyond year end. With that, I will turn it over to Brian who will discuss our second quarter financial performance and the financial impact of the transactions announced today.

Thank you, David, and good morning, everyone. I will begin my remarks today by discussing the financial impact of the strategic actions announced this morning before commenting on our second quarter results, our updated 2024 outlook, and the pro forma view of the company giving effect to the strategic actions. I will start with the sale of the digital banking business on slide 13. As David mentioned, we have entered into a definitive agreement to sell our digital banking business for $2.45 billion, plus a potential contingent consideration of up to $100 million. This reflects a 20 times multiple on the last 12 months of adjusted free cash flow. Upon closing, we intend to use the proceeds primarily to pay down our debt including all outstanding amounts under our term loan, repurchase of certain bonds, and to terminate our AR facility. These efforts are designed to result in a net leverage ratio of approximately two turns based on our pro forma 2024 adjusted EBITDA. This will reduce the net interest expense of the company. The net impact of the interest reduction and our cost takeout will offset the cashflow impact from the divestiture. Turning to hardware, As David indicated, we have executed an agreement with a leading manufacturer to provide hardware solutions to our valued customers. Once implemented, Enercon will design, manufacture, warranty, supply, and ship self-checkout and point-of-sale hardware directly to the customer. We will continue to sell hardware to our customers as an agent and expect to record commission revenue from these hardware sales on a net basis. These revenues are expected to be modestly lower than the net margins from past hardware sales. We have retained the IP on all designs pertaining to point-of-sale and self-checkout hardware. With the exit of the ATM and digital banking businesses and a modification of our hardware go-to-market structure, the company is aligning corporate costs and support services to reflect the new reality of our leaner organization. As such, at the end of Q2, we eliminated 800 staff totaling $75 million of annualized payroll costs comprised of operating and capital costs. Additional work is underway to identify another $30 million of non-payroll costs expected to be eliminated over time once the divestiture is closed and the ODM model is implemented. This will continue to be a core focus of the company as we look to accelerate our retail and restaurant performance. This program is incremental to the transformation initiatives that we laid out at the time of the Atleo spin. Those have largely been achieved and are included in our run rate cost structure today. Turning to our Q2 results on slide 14, I would like to remind you that the spinoff of NCR Alios has created complexity in our reported results. Thus, we are providing normalized results that exclude the impact of these spin-related items and the impact of the divestitures completed in 2023. My Q2 commentary will primarily focus on these normalized results. For the company, both reported and normalized revenue was $876 million, reflecting the previously discussed decline in hardware revenue and the adverse impact of a $10 million out-of-periods adjustment primarily to software and services revenue. This adjustment had a $3 million impact on our retail and restaurant segments and a $7 million impact on corporate and other. Excluding this item, our results were as expected. Reported and normalized software revenue was $397 million, which was flat versus the prior year and increased 5%, excluding the added periods adjustment and a software true-up payment from Q2 of 2023. Reported and normalized services revenue was $259 million. Normalized services revenue decreased 2% due to lower one-time hardware implementations. Adjusted EBITDA was $144 million. On a normalized basis, $145 million. This was in line with our expectations. Reported adjusted EBITDA margin was 16.4%. and normalized adjusted EBITDA margin was 16.6%. Adjusted earnings per share for the quarter was $0.09, which reflected a non-GAAP tax rate of 59%. Please turn to slide 15, which details our segment results for the quarter. Beginning with our restaurant segment, reported and normalized software revenue was $85 million in the second quarter, an increase of 2%, excluding the one-time prior periods adjustment, and flat as reported. Reported and normalized services revenue was $70 million, flat compared with the prior year. Total segment revenue of $201 million declined 9% on a normalized basis, reflecting the expected declines in hardware. Restaurants had a solid profit performance, with adjusted EBITDA of $62 million, increasing 22%, and a margin of 30.8%, expanding 760 basis points on a normalized basis. These results were driven primarily by MIX and our transformation initiatives. Turning to retail, software revenue was 156 million, which increased 3% when adjusting for the one-time software true-up of 14 million in Q2 of 2023. Software revenue, as reported, decreased 5% from the prior year due to the software true-up. Services revenue was 187 million, a decrease of 3% due to lower one-time hardware installation services. Total retail revenue declined 7% on a normalized basis due to the expected declines in hardware. Adjusted EBITDA of $87 million declined 24% on a normalized basis due to hardware declines and the one-time software true-up. Digital banking revenue increased 9% for the quarter, exceeding our expectations as we continue to demonstrate cross-sell momentum and onboard previously signed customers. Adjusted EBITDA increased 17% and margin expanded by 260 basis points driven by operating leverage and the transformation initiatives we previously discussed on our Q1 calls. Lastly, I'd like to spend a moment on our corporate and other lines. In Q2, adjusted corporate expenses for the quarter amounted to $67 million, which included $23 million of spin-related synergies. Corporate and other also included $2 million of revenue associated with our commercial agreements with Atlios, which we have now exited. Please turn to slide 16. We ended the quarter with 4.1 times net leverage, $2.6 billion of debt, and $204 million of cash. As of June 30, under our $500 million revolving credit facility, we had drawn $136 million. Our adjusted free cash flow for the quarter was a use of $26 million, which includes the adverse impacts of spend associated with our transformation and restructuring initiatives and the strategic actions. Turning to slide 17, we have updated our 2024 guidance to remove the revenue and adjusted EBITDA associated with the digital banking business, which will be treated as discontinued operations for the full year and all prior periods beginning in the third quarter. We also anticipate hardware revenue and related install services will be lower through the balance of the year as a result of the announcement of the ODM transaction coupled with continued macro trends. As a result, we now expect revenue for the year to be between $2.805 billion and $2.86 billion. We now have also separated software and services revenue. Software revenue is expected to be between $1 billion and $1.02 billion. Services revenue is expected to be between $1.04 billion and $1.06 billion. And hardware revenue is expected to be between $765 million and $780 million. Adjusted EBITDA is expected to be between $355 million and $375 million, reflecting a margin of 12.6 to 13.1%. We will reinstate our free cash flow and adjusted EPS guidance beginning in 2025 once the transactions announced today have closed and we allocate the incoming proceeds. More importantly, turning to slide 18, we have presented a pro forma view of our outlook that reflects the full year impact of the transactions and cost initiatives utilizing the midpoint of the updated 2024 guidance. These pro forma revenue and adjusted EBITDA levels will be the starting points for our growth targets in 2025. We anticipate pro forma revenue will be approximately $2.15 billion. This reflects moving to net revenue recognition for hardware as a result of the ODM transaction and the exit of our commercial agreements with Alios. We anticipate pro forma adjusted EBITDA will be approximately $430 million. This reflects a reduction of $10 million from moving to the ODM model and a $35 million benefit from the full year run rate impact of the payroll related cost actions that we have already taken. It also includes a $40 million benefit related to vendor cost reductions and the termination of our AR facilities. This results in an adjusted EBITDA margin of approximately 20%. Following the closing of the digital banking divestiture, anticipated debt pay down, and our cost actions, we expect pro forma net leverage to be approximately two turns. Our anticipated pro forma adjusted free cash flow is expected to be approximately $170 million representing a roughly 40% conversion rate or a 12 to 15 percentage point improvement from our initial 2024 guidance. Today's announcements represent a significant step forward for the company. Following the closing of these transactions, we will meaningfully improve the strength of our balance sheet and our free cash flow conversion. I am encouraged by the progress we have made on our strategic initiatives and look forward to focusing on the company's growth objectives. With that, I will turn it over to the operator to begin the question and answer session. Please open the line.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. The first question is from Will Nance from Goldman Sachs. Please go ahead.

Hey guys, appreciate you taking the question this morning. I wanted to go ahead and ask, oh and congrats on all of the strategic announcements. I wanted to ask on the pro forma balance sheet at roughly two times EBITDOT, sounds like somewhere in the four to five times free cash flow. How are you thinking about capital allocation and sort of, you know, steady state targeted leverage once the transaction is completed?

Yeah, so thanks, Will. So right now we think that two times net leverage is the right target. And as we think about capital allocation, we would continue to invest in CapEx for our products and platform. We'd consider talking acquisitions to add capabilities to the platform that we can then provide to our customer base. And lastly, we'd start to consider share repurchase on a go-forward basis once we get through allocating the current proceeds.

Got it. I appreciate that. And then just as a quick follow-up, and I apologize if I missed this, a lot of details this morning, could you just clarify, are there any considerations for like stranded costs or dis-synergies associated with the transaction? And just, you know, are those included in sort of the pro forma numbers?

Yeah, there's roughly 20 million of corporate costs that become stranded. In the first year, we'll get coverage of a portion of that through the TSA, and it's all been considered in the modeling, and we will then remove the cost as the TSA rolls off.

Got it. Appreciate that. Thanks for taking the questions this morning, and congrats again. Thanks, Will. Thanks.

The next question is from Mayank Tandon from Needham & Co. Please go ahead.

Thank you. Good morning. Maybe for Brian first. Brian, just looking at slide 17, again, trying to digest all the news today. I wanted to ask you, are you also in any way changing your forecast for the restaurants and retail segments? Just looking at the numbers, I see that you obviously take out the impact of the digital banking piece, but just want to make sure there is no change or if there's a change, if you could just kind of quantify it on the restaurant and retail side of the business.

Sure, Maya. So if you look at slide 17, the 630 to 635 on the software line is removing the revenue for digital banking. And then the 30 to 35 in services and the hardware line, those are related to retail and restaurants. And the hardware pressure we're seeing in the second half, plus we've de-risked it a bit because of the ODM announcement. And then from an EBITDA perspective, if you look at the EBITDA change, $258 million is related to digital banking, and the rest is the hardware pressure partially offset by the added cost actions.

Got it. Very helpful. That clears that up. And then the next question, maybe more just around the deleveraging, what is sort of the flow to or over the course of time, how do you deliver? Are there any restrictions? Let me ask you this way. Are there any sort of restrictions on sort of the debt where you might not be able to pay down certain portions, certain portions you can. So I just want to understand the dynamics of how the leveraging will take place over time.

Yeah, so our plan is to pay off the term loan A and the revolver balance and then to take out a portion of the senior notes. And we're going to terminate the AR facility, which is $300 million. So that's how we plan to use the incoming proceeds.

And no restrictions, Monarch, on how we use the proceeds?

Okay. Okay. That's good. Thank you so much. Appreciate it.

The next question is from Matt Somerville from DA Davidson. Please go ahead.

Thanks. A couple questions. What's changed in the hardware environment relative to 90 days ago? And if you can delineate between the retail side of things in terms of both point of sale and self-checkout and then also touch on the restaurant business separately from retail.

Yeah, a couple of things. The recovery of the hardware market, it's not as much of a change or the lack of a change. There hasn't been the recovery. We're still seeing the large enterprise clients sweat those assets a little longer and not go through the refresh cycle. Part of the reason we did the strategic transaction that we did with Inacon is to reduce the variability. As we focus on software and services, that hardware variability and volatility will become much less relevant in our overall numbers. And it's a pretty good mix between SCO and PAWS, probably equal in terms of what we're seeing on the refresh rate decline, and it's fairly equal across restaurant and retail as well. It's just a general enterprise market trend that we're seeing.

And then as you think about the digital banking sale, does any of Voyex's debt go away and exit the company and stay with digital banking, or does Voyex retain... all of the indebtedness that obviously you'll be working down with transactional proceeds i just want to be very clear on the capital structure yeah it's it's debt free and we retain the the debt it paid you know we intend and we'll pay it down with the proceeds thank you the next question is from parker lane from stiefel please go ahead

Hey guys, thanks for taking the question. Just want to double back to the hardware ODM model and relate that to the 135 to 170 decline in hardware guidance. Can you talk about how much of that's related to that hardware ODM model that you guys just announced versus the broader market trends that you just talked about?

Yeah, I would say that the majority of it is related to the macro environment and the trends that we're seeing across retail and restaurants and the lack of recovery. And then we've discounted it maybe 30% more given the ODM transition and the risk that that could create. So I would think about it as 70-30.

Understood. Appreciate the color. And then on the $75 million of cost savings or 800 employees that are the roles that were eliminated at the end of 2Q, can you just provide a little color on what aspects of the organization were most impacted by that cost savings initiative?

Yeah, we focused on... roles that were non-customer facing. I mean, we're clearly doubling down on what we're doing in sales activity, as we described in our prepared remarks. So these were a lot of back office corporate functions, and we were getting ahead of the stranded costs that we knew would be left in the business with the two transactions that we announced.

So we were really just getting ahead of those. Perfect. Got it. Thanks, guys.

The next question is from Ian Zafino of Oppenheimer. Please go ahead.

I agree. Thank you very much. Just wanted to talk on the services side. I guess two questions on that. Anything change with the now new outsourcing agreement? Anything for like the trajectory of growth or anything like that or ability to service different parts made by other people? And then... As far as, yeah, that's been asked. I'll follow up. Thanks.

And so when I look at our services business overall, that's clearly a core piece of what helps us differentiate ourselves in the market. Eighty percent of that services business that Brian described in the pro forma is recurring. We purposefully selected a partner that would allow us to maintain the servicing relationships with our clients. So, obviously, that was critical in how we maintained or how we did the selection, and we maintained all the IP in that transaction. So, when we look at this overall, outside of the one-time installs that go with some of the decline we're seeing in the macro market trend and particularly some of the maybe hardware-only sales that will be less in focus for us, clearly, we don't see a big impact to the services business. And today, we actually service almost over 50% of our recurring services revenue is on non-NCR VOIX hardware today, so it's already third party. So we just see this as the next extension of the strategy that we've been executing.

Okay, and then just to follow up on that, as far as the services, if we're seeing a slowdown in hardware or sweating, I think, of the access you have mentioned, does that then mean you're going to get incremental services work from that? And if so, what's kind of the ratio? So every dollar you might lose on the hardware side, it would turn into X amount of services, revenues. And then also if you could just touch upon leverage ratio as far as like ultimate leverage ratio and where you want to base this.

Yeah, I'll take the service, the hardware. So yes, the bottom line is if you sweat assets longer, they break more. and services revenues go up. I wouldn't say there's a direct correlation. I'm not looking at a one-to-one dollar replacement or whatever for the hardware that we lose. Where we will be focused and where our sales teams will focus is on software and services specifically, and then we'll pull through hardware where customers need it to complete a solution, and that's where the referral arrangement back to the ODM partner will come into play. But I do see continued growth in services as we look through the back half of the year as we described last year. As we've separated those things out, we're looking at both software and services ARR. We see services ARR growing in the back half of the year. Brian, do you want to talk about capital?

Yes. So the two turns of net leverage is the current view and what seems right for the company at this point.

Yeah, I think that gives us flexibility and options as we turn to growth in terms of in 2025, we'll get these transactions as we described, the digital banking transactional close. before the year end. We'll move to the ODM model for hardware that will take effect, you know, at year end going into January 1. So we'll get those transactions behind us, and then that gives us a lot of options to look at in 2025 with a clean balance sheet.

Okay, thank you very much.

As a reminder, if you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. The next question is from Eric Woodring from Morgan Stanley. Please go ahead.

Good morning, guys. Congrats on all the announcements this morning. I realize that there's a lot of moving pieces, but digital banking was kind of viewed as the growth stalwart of your existing business. Can you maybe share some early thoughts just on how to think about the multi-year growth EBITDA and margin trajectory of this business. Obviously, you shared a lot of details over the last six to 12 months following the spin from Atlios. How relevant are those? I imagine not as much, but even maybe just at the segment level, given some of the changes to the hardware model, seems like some of the prior revenue and EBITDA margin guidance by segment might change. So just any updates that you have on how to think about this, maybe longer term over a multi-year period, at least initially, would be helpful and not have a follow-up. Thank you.

Yeah, Eric, if you look at the business overall, we came out at the beginning of this year, and you looked at our top line because of the hardware volatility, and we were a top-line negative grower. So we were not growing. We believe these transactions, even with digital banking included in that mix, we believe with these transactions, if we go to 2025 and the new baseline that Brian's outlined in the pro forma, that that gives us the foundation that we'll grow off of. So, yes, we will turn to growth when we go into 2025. The deleveraging, so the whole premise of the digital banking sale, I don't think it's a surprise to you or anyone else when we look at the feedback from the market around the ability to unlock value and the new perimeter when we spun out Atleos, we thought exposing it would give us the value. It didn't, so we had to unlock value in some way that we had committed to our shareholders previously. And when we do now, we can de-lever the balance sheet. That gives us a lot of flexibility as we look into growth in 2025. We've been continuing to invest in the platform. And so the products are in really good shape. We're winning when you look at software ARR and services ARR growth. And the two businesses that are remaining in retail and restaurant, the back half of the year looks like mid to high single-digit ARR growth in both of those businesses. So we're seeing the strength of our software and services focus grow. And as I described, as we get the go-to-market teams better aligned to cover the market, better incentive to drive true growth, I think we'll continue to see growth in 2025.

Brian, do you want to give more detail? I would just say we're going to be primarily a software and services company, $2.15 billion at 20% EBITDA margin, 40% free cash flow conversion with a strong balance sheet. So the profile of the business, the starting point, the pro forma profile is a great foundation to then grow off of.

Okay, that's helpful. Thank you, guys. And then maybe just as a follow-up, obviously a lot of moving pieces within what you've announced this morning. Can you just maybe help us understand how exactly you're accounting for the risk of disruption from these changes, both with customers, with some of your partners, and any early feedback that, again, I don't know if you've gotten any feedback from partners or customers, but just any early feedback that you've gotten on some of these changes would be super helpful. And that's it for me. Thanks so much.

Sure. Clearly, we went into this very thoughtfully. We had three core things we needed to focus on. One was digital banking, monetizing that asset and getting the value back to our shareholders. Two was finding a way to solve the hardware volatility and get better focus. this new structure. So we have executed on all three of the things that we said we needed to do and the right priority. So that's number one. So we had a thoughtful plan against that. Part of that plan was having conversations with our big customers, having conversations with our partners, having conversations with the employees inside of the company that understand the business the best. When we look at the hardware transaction, the way we structured that allows us the maximum flexibility in terms of how we manage the relationships between with those big clients. So if they want one single provider of an end-to-end solution, we can still provide that to our clients. We've done that in a way that allows us to minimize disruption, and we can still offer them the complete service offerings and the platform technology to support that. So the feedback that we've heard has been positive to the customers that we've previewed this with. On the digital banking side, I think the customers are happy as well. We've had a handful of conversations with those customers last night and into this morning. So overall, the feedback has been really positive over the changes, and our customers understand what we're doing and why we're doing it and believe in the strength that it creates for us coming out of this.

Great. That's really helpful.

Thank you, guys, and congrats again. Thank you.

The next question is from Matt Somerville from DA Davidson. Please go ahead.

Yeah, thanks. I just want to add just a couple of follow-ups. Can you compare and contrast what you were doing from a hardware manufacturing sort of strategy previously and what exactly is changing with this other than the revenue recognition component only being the expected commission generation?

Yeah, so what I would say is the We're now outsourcing design in addition to manufacturing. Enercon's also going to be taking inventory risk. They're going to be fulfilling and delivering to our customers, so doing all the logistics. They're going to be setting the MSRPs. So there's a lot changing the relationship. We're really now acting as the sales agent, and so there's a lot that's changing.

Yeah, we had a whole supply chain on our side for... purchasing, we would do the design, we would purchase. Even though we did outsource manufacturing, this takes it one step further and it pushes all of our supply chain out to the third party.

Got it. Thank you. That's it for me.

This concludes the question and answer session. I would like to turn the floor back over to David Wilkinson, NCR VOIC CEO, for closing comments.

Thank you, everyone, for joining today. As I stated earlier, today's announcements represent another step on our journey to move the company forward and create incremental value for both our shareholders and our customers. I'd like to thank all of our NCR Voyage colleagues around the globe for their contribution to the progress we've made on delivering on our commitments. I would also like to reiterate my appreciation for our customers and the trust they put in us every day to help them achieve their strategic objectives. We remain committed to serving our restaurant and retail segments and bringing them on the platform journey. Our new operational structure provides a more acute focus and fortifies our foundation to go from both within our existing base and through signing new customers. I look forward to updating you on our continued progress of our strategic initiatives and our execution of our growth objectives on our call in November. Thank you.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.