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United States securities and exchange commission logo
July 31, 2023
James Bedore
Executive Vice President
NCR ATMCo, LLC
864 Spring Street NW
Atlanta, GA 30308
Re: NCR ATMCo, LLC
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed July 21, 2023
File No. 001-41728
Dear James Bedore:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
11, 2023 letter.
Amendment No. 1 to Registration Statement on Form 10-12B
Unaudited Pro Forma Combined Financial Statements
Notes to Unaudited Pro Forma Combined Financial Statements, page 87
1. We note your revised
disclosures to pro forma adjustment (n) in response to prior
comment 1 where you
state that the spin-off does not result in any of the awards becoming
vested nor does it
result in a cumulative catch-up adjustment. Please explain further to us
the vesting terms of
these awards. In this regard, disclosure on page F-64 seems to
indicate that the
spin-off will result in accelerated vesting for certain of the market-based
restricted stock units
with a minimum vesting period of one year from the grant date. As
it appears the
historical compensation expense assumes vesting over a 36-month period,
tell us how the
remaining unrecognized compensation expense will be recognized upon
James Bedore
NCR ATMCo, LLC
July 31, 2023
Page 2
consummation of the spin-off. For example, as the vesting for the
December 2022 grant
will now end in December 2023 (rather than December 2025), explain why
there is no
cumulative catch-up adjustment upon completion of the spin-off. Revise
your disclosures
as necessary.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Other performance metrics, page 119
2. We note your revised disclosures in response to prior comment 6. In an
effort to add
further context to the trend in Total Units Owned/Managed/Serviced,
please revise to
quantify the impact of the Cardtronics acquisition on this metric.
Notes to Consolidated Financial Statements
Note 1. Basis of Presentation and Significant Accounting Policies
Revenue Recognition, page F-11
3. You state in your response to prior comment 10 that you use Bitcoin as an
internal cash
management tool to convert funds from U.S. dollars into Brazilian reals.
Please tell us,
and revise to clarify, how you account for the Bitcoin used for internal
cash management
purposes.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Mariam
Mansaray,
Staff Attorney, at (202) 551-6356 or Matthew Derby, Legal Branch Chief, at
(202) 551-3334
with any other questions.
Sincerely,
FirstName LastNameJames Bedore
Division of
Corporation Finance
Comapany NameNCR ATMCo, LLC
Office of Technology
July 31, 2023 Page 2
cc: Neil P. Stronski
FirstName LastName