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United States securities and exchange commission logo
July 11, 2023
James Bedore
Executive Vice President
NCR ATMCo, LLC
864 Spring Street NW
Atlanta, GA 30308
Re: NCR ATMCo, LLC
Registration
Statement on Form 10-12B
Filed June 26, 2023
File No. 001-41728
Dear James Bedore:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments. Unless we note otherwise, our
references to prior
comments are to comments in our June 6, 2023 letter.
Registration Statement on Form 10-12B
Notes to Unaudited Pro Forma Combined Financial Statements, page 91
1. We note pro forma
adjustment (r) reflects incremental stock compensation expense related
to adjustments made to
accelerate vesting of certain equity awards. We also note on page
F-64 you disclose that
50% of the market-based restricted stock units granted include an
accelerated vesting
provision if a spin-off takes place during the performance period.
Please tell us whether
adjustment (r) relates to these awards and this accelerated vesting
provision. If so, tell
us how the additional expense of $4 million relates to 50% of the
awards, which appears
to have unrecognized compensation costs of $50 million as of
March 31, 2023. Also,
revise to reflect this adjustment as of the beginning of the fiscal
year presented (i.e.
January 1, 2022). Lastly, tell us why this adjustment is reflected as an
autonomous entity
adjustment rather than a transaction accounting adjustment.
James Bedore
FirstName LastNameJames Bedore
NCR ATMCo, LLC
Comapany
July NameNCR ATMCo, LLC
11, 2023
July 11,
Page 2 2023 Page 2
FirstName LastName
Business, page 95
2. With a view towards revised disclosure, advise whether NCR ATM is
dependent on any
platforms to liquidate its Bitcoin or other crypto assets or convert
such crypto assets into
fiat currency. Address the company's reliance on any such platform.
3. We note your response to prior comment 6. Please revise to discuss the
geographic areas
you currently offer Bitcoin related services, including buying,
selling and sending
remittances.
Government Regulations, page 108
4. Please revise to provide a more complete discussion regarding the
regulatory requirements
for offering cross-border remittances in Bitcoin as well as your other
Bitcoin services. As
non-exclusive examples, discuss the anti-money laundering and
know-your-customer
requirements for buying, selling or transacting in Bitcoin and any
licenses currently held
and those that may be required.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
112
5. We note your response to prior comment 9, and reissue in part. There
are various
instances throughout your results of operations discussion where you
cite two or more
factors as contributing to the variance in a certain line item. For
example, on page 129
you state that, Self-Service Banking Adjusted EBITDA decreased 9%
for the year ended
December 31, 2022, compared to the prior year period primarily due to
supply chain
challenges and increased fuel costs which drove up component and other
costs,
particularly in ATM hardware, hardware maintenance and transaction
services. These
headwinds were partially offset by an increase in recurring revenue.
Please revise
throughout to quantify each material factor, including any offsetting
factor(s) that
contributed to such change. In addition, refrain from using
qualitative terms such
as "primarily" in lieu of providing specific quantitative disclosure.
Refer to Item 303(b) of
Regulation S-K.
Key Strategic Financial and Performance Metrics, page 118
6. Please revise to clarify whether the number of ATMs included in the
ATM-as-a-Service
metric are also included in the Total Units Owned/Managed/Serviced
count. If so, tell us
and revise to explain why the Total Units Owned/Managed/Serviced have
steadily
declined since fiscal 2021 and how that trend is impacting your
business.
Revenue and Adjusted EBITDA by Segment, page 127
7. We note your revised presentation in response to prior comment 10.
Please further revise
to remove footnote (4) here and on page 128, since you no longer
include Corporate and
Other in the tables.
James Bedore
NCR ATMCo, LLC
July 11, 2023
Page 3
Financial Condition, Liquidity and Capital Resources
Sources of Historical Liquidity, page 130
8. We note your response to prior comment 11. Please consider changing
the title of your
non-GAAP measure of adjusted operating cash flow to a more descriptive
title such as
"adjusted unrestricted operating cash flow."
Notes to Combined Financial Statements
Note 1. Basis of Presentation and Significant Accounting Policies
Revenue Recognition, page F-11
9. We note you indicate in response to prior comment 6 that the amount of
Bitcoin held at
the end of any period, since acquisition, is less than $1 million.
Please tell us the average
amount of Bitcoin held during any period since the acquisition and the
average length of
time Bitcoin is held once purchased. Also, tell us how and when the
Bitcoin you hold
for resale is valued and how the cost of products is measured.
10. In response to prior comment 16, you state that you use Bitcoin to
facilitate cross border
remittances and classify it as services revenue as it is a transaction
fee charged for
service. You further explain in response to prior comment 6 that you
leverage Bitcoin to
facilitate transactions to send money from the United States to
Brazil. Please further
explain what these arrangements are, who the customer is, how you
"use" or "leverage"
Bitcoin to earn a transaction fee, and how you account for such
transactions.
11. We note from your response to prior comment 15 management has
concluded that the
standard ATMaaS contract, including the hardware component, qualifies
for accounting
and disclosure under ASC 606 as a services contract. However, your
disclosures on page
F-11 indicate hardware in an as-a-service-package is recognized in
consideration of lease
accounting standards, depending on the terms and conditions in the
contract. Please
explain, and revise to clarify, this apparent inconsistency.
General
12. We note your response to prior comment 18. We also note your disclosure
on page F-26
that Cardtronics is the world s largest Independent ATM Deployer (
IAD ), according to
the recent Global ATM Market and Forecasts to 2027 Report from RBR.
Please revise to
clarify whether any of these reports were commissioned by the company.
If any of these
FirstName LastNameJames Bedore
reports were commissioned by you for use in connection with the
registration statement,
Comapany
pleaseNameNCR ATMCo,
file consents LLC
pursuant to Rule 436 of the Securities Act as
exhibits to your
July 11,registration
2023 Pagestatement
3 or tell us why you believe you are not required
to do so.
FirstName LastName
James Bedore
FirstName LastNameJames Bedore
NCR ATMCo, LLC
Comapany
July NameNCR ATMCo, LLC
11, 2023
July 11,
Page 4 2023 Page 4
FirstName LastName
13. On page 97 you state, "According to internal Company data, ATMCo
currently owns,
manages or services approximately 800,000 ATMs across various
deployment models.
However, on page 4 and several other times throughout the prospectus,
you state that, "As
of December 31, 2022, based on internal company data, we
managed/serviced
approximately 700,000 ATMs." Please reconcile or advise.
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,
Division of
Corporation Finance
Office of
Technology
cc: Neil P. Stronski