View:
United States securities and exchange commission logo
June 6, 2023
James Bedore
Executive Vice President
NCR ATMCo, LLC
864 Spring Street NW
Atlanta, GA 30308
Re: NCR ATMCo, LLC
Draft Registration
Statement on Form 10
Submitted May 10,
2023
CIK No. 0001974138
Dear James Bedore:
We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 10
Summary of the Separation and Distribution
Conditions to the Distribution, page 14
1. We note that a
condition to the spin-off includes receipt of a tax opinion indicating that
the spin-off will
qualify as a tax-free reorganization and distribution. You state that this
and other conditions
may be waived at your sole discretion. Please indicate how you will
notify shareholders of
the waiver of this or any other condition.
James Bedore
FirstName LastNameJames Bedore
NCR ATMCo, LLC
Comapany
June 6, 2023NameNCR ATMCo, LLC
June 6,
Page 2 2023 Page 2
FirstName LastName
Summary of Historical and Unaudited Pro Forma Combined Financial Data, page 17
2. Please revise to present the comparable GAAP measure of net cash
provided by operating
activities with equal or greater prominence to your non-GAAP measure
of free cash flow.
Refer to Question 102.10(a) of the non-GAAP C&DIs.
Risk Factors
"Following the Spin-Off, certain of our employees may have actual or potential
conflicts of
interest...", page 53
3. Identify the members of your board and management who will continue to
hold positions
at NCR ATMCo. Discuss whether your management or the board has
implemented any
structural protections intended to minimize or protect against
conflicts of interest that may
arise between the company and NCR. For example, disclose whether
directors who owe
fiduciary duties to both the company and NCR will participate in
decisions about
arrangements between the two companies, and address their obligations
to present certain
opportunities to each company.
Unaudited Pro Forma Combined Financial Statements
Notes to Unaudited Pro Forma Combined Financial Statements
Autonomous Entity Adjustments, page 84
4. Please explain further pro forma adjustment (o). Specifically address
whether any of
these adjustments are subject to agreements between the company and
NCR related to the
spin (i.e. transition services agreement). Explain how the adjustments
not covered by
agreements, if any, were determined and how you determined that such
charges are
Autonomous Entity Adjustments and not Management Adjustments. Refer to
Rule 11-
02(a)(6) and (a)(7) of Regulation S-X.
Management Adjustments, page 85
5. Please provide us with a breakdown of your Management Adjustments by
type of costs
such as those related to additional headcount, infrastructure costs,
etc. To the extent there
are various types of costs included in the Management Adjustment line
item in your pro
forma net income (loss) reconciliation, consider revising to include
such costs separately
and ensure that your disclosures address the material assumptions
related to such
adjustments.
Business, page 87
6. We note your disclosure on page 109 that LibertyX will permit the
company to provide
"complete digital currency solution, including the ability to buy and
sell cryptocurrency,
conduct cross-border remittance, and accept digital currency payments
across digital and
physical channels." Please revise to provide a materially complete
description of the
crypto asset products or services that LibertyX provides. In addition,
consider the
James Bedore
NCR ATMCo, LLC
June 6, 2023
Page 3
comments in the Sample Letter to Companies Regarding Recent
Developments in Crypto
Asset Market available at
https://www.sec.gov/corpfin/sample-letter-companies-
regarding-crypto-asset-markets, and to the extent material, provide
corresponding
disclosure regarding your crypto asset product offerings in an
appropriate location in the
registration statement.
ESG, page 99
7. We note your disclosure regarding Environmental, Social and Governance
("ESG")
initiatives, including that you are "committed to creating positive
change that supports an
innovative and sustainable future in a responsible way" and that you
identify multiple
aspects of your ESG goals. Please revise throughout this section to
specifically state the
steps you have taken in pursuit of these objectives, related timelines
for plans or intentions
and related costs. Please refrain from referring to generalized or
promotional language
regarding your ESG policies.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Key Strategic Financial and Performance Metrics, page 111
8. You disclose on page 31 that your future competitive performance and
market position
depends, in part, on retaining your existing key customers and adding
new customer
relationships. Please tell us what retention and/or other customer
metrics management
uses to monitor your ability to retain and grow your customers and
revise to include a
quantified discussion of such measures. Refer to SEC Release No.
33-10751.
Combined Results, page 112
9. Where a material change from period-to-period is due to two or more
factors, including
any offsetting factors, revise to describe the underlying reasons for
such changes in both
quantitative and qualitative terms. Also, you should remove vague terms
such as
primarily in favor of specific quantification. For example, you
state that product
revenue increased 6% primarily due to the addition of cryptocurrency
revenue following
the acquisition of LibertyX. You further indicate that excluding such
acquisition product
revenue decreased due to a decline in hardware sales. Please revise to
disclose the dollar
amount related to the increase in product revenue attributable to
LibertyX as well as the
offsetting decrease in revenue attributable to the decline in ATM
hardware sales.
Similarly, revise to separately quantify the increase in service revenue
attributable to the
Cardtronics acquisition for each period presented. In addition, quantify
the increase in
service revenue attributable to higher hardware maintenance revenue and
ATM-as-a-
FirstName LastNameJames Bedore
service revenue and discuss the underlying reasons attributable to the
growth in each
Comapany NameNCR
revenue stream. ATMCo, LLC
Make conforming clarifications throughout your
results of operations
June 6,discussion,
2023 Page including
3 your segment disclosures. Refer to Item 303(b) of
Regulation S-X.
FirstName LastName
James Bedore
FirstName LastNameJames Bedore
NCR ATMCo, LLC
Comapany
June 6, 2023NameNCR ATMCo, LLC
June 6,
Page 4 2023 Page 4
FirstName LastName
Revenue and Adjusted EBITDA by Segment, page 117
10. You present total segment Adjusted EBITDA and total adjusted EBITDA,
which are non-
GAAP measures and should be separately reconciled to their most
directly comparable
GAAP measure, net income attributable to NCR ATMCo. However, once
total segment
adjusted EBITDA is reconciled to the comparable GAAP measure, it would
appear such
measure may include adjustments that are inconsistent with the
applicable non-GAAP
guidance. In this regard, adjusting for "corporate and other" expenses
would appear to
present a non-GAAP measure that excludes normal, cash operating
expenses. As you do
not appear to incorporate total segment adjusted EBITDA or total
adjusted EBITDA in
your discussion of adjusted EBITDA by segment, please revise to remove
such measures
from your disclosures here. Refer to Item 10(e)(1)(i)(B) of Regulation
S-K and Questions
100.01 and 104.04 of the Non-GAAP C&DIs.
Financial Condition, Liquidity and Capital Resources
Annual Cash Flows, page 120
11. Please explain further the adjustment for restricted cash settlement
activity in your non-
GAAP free cash flow measure. Tell us, and revise to disclose, what a
free cash flow
measure excluding restricted cash flow activity is intending to convey
and how it is useful
to investors. Also, please revise the title of this measure as your
calculation appears to
differ from the standard calculation of free cash flow (i.e. cash
flows from operations less
capital expenditures). Refer to Item 10(e)(1)(i)(C) of Regulation S-K
and Question
102.07 of the non-GAAP C&DIs.
Executive and Director Compensation, page 145
12. Please file the employment and change in control agreements referred
to in this section as
exhibits to your registration statement. Refer to Item
601(b)(10)(iii)(A) of Regulation S-K.
Description of Capital Stock, page 163
13. Please clarify how your corporate governance will differ from the
corporate governance at
NCR Corporation and consider adding a comparative table.
Notes to Combined Financial Statements
Note 1. Basis of Presentation and Significant Accounting Policies
Description of Business, page F-9
14. You state that the allocation of certain corporate overhead and shared
costs may not
necessarily be indicative of the costs that would have been incurred
if the company had
operated on a standalone basis. Please revise to disclose management's
estimate of what
the expenses would have been on a standalone basis for each year
presented, if practicable
and materially different than the results provided. Alternatively,
revise to state, if
true, that it is not practicable to estimate actual costs that would
have been incurred had
James Bedore
FirstName LastNameJames Bedore
NCR ATMCo, LLC
Comapany
June 6, 2023NameNCR ATMCo, LLC
June 6,
Page 5 2023 Page 5
FirstName LastName
NCR ATMCo been a standalone company during the periods presented. Also
state, if
true, that these costs may not be indicative of the expenses that you
will incur in the future
or would have incurred if you had obtained these services from an
unrelated third party.
Refer to SAB Topic 1.B.1.
Revenue Recognition, page F-11
15. You disclose the hardware leases embedded in your As-a-service
contracts qualify for
classification as operating leases. Please tell us how you determined
that these
arrangements convey the right to control the use of the hardware and
therefore contain a
lease for the hardware in consideration of the guidance in ASC
842-10-15-17 through 15-
26. Further, explain how you considered the guidance in 842-10-25-2
and 25-3 in
determining your lease classification. Also tell us, and revise to
disclose, to the extent
material, the amount of revenue recognized from the lease arrangements
as well as the
other lessor required disclosures in 842-30-50.
16. You state on page 113 that product revenue includes
cryptocurrency-related revenue.
Please tell us how product revenue specifically "relates" to
cryptocurrency. To the extent
such revenue is generated from trading, holding, using cryptocurrency,
or is otherwise not
covered in your disclosures here, revise to disclose how you account
for such
transactions.
Note 4 Segment Information and Concentrations, page F-32
17. You disclose total Adjusted EBITDA, which is a non-GAAP measure that
is prohibited in
the notes to the financial statements. Please revise to remove this
measure and the
reconciliation of net income attributable to NCR ATMCo to total
adjusted EBITDA.
Refer to Item 10(e)(1)(ii)(C) of Regulation S-K. In addition, the
total segment measure of
profit or loss should be reconciled to income before tax or net
income. Therefore, please
revise to include a reconciliation that begins with total segment
Adjusted EBITDA and
ends with income before income tax or net income. Refer to ASC
280-10-50-30b.
General
18. Please disclose the source of the following assertions in your
prospectus:
Allpoint network as, the largest retail surcharge-free
independent network of ATMs
in the U.S (pages 3, 5, 87, and 93)
Cardtronics is the world s largest non-bank ATM operator and
service provider,
enabling cash transactions by converting digital currency into
physical cash at over
285,000 ATMs across 10 countries in North America, Europe,
Asia-Pacific, and
Africa (page F-26)
"Across [your] various deployment models [you] currently own,
manage and service
approximately 800,000 units, the largest global managed portfolio
(page 89)
In addition, clarify the criteria on which you based some of these
statements, such as
revenue, number of customers, or market share.
James Bedore
NCR ATMCo, LLC
June 6, 2023
Page 6
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
June 6, 2023 Page 6
cc: Neil P. Stronski
FirstName LastName