View:
August 16, 2024
Paul Campbell
Executive Vice President and Chief Financial Officer
NCR Atleos Corp
864 Spring Street NW
Atlanta, GA 30308
Re: NCR Atleos Corp
Form 10-K for the fiscal year ended December 31, 2023
Form 10-Q for the quarterly period ended June 30, 2024
Response dated August 9, 2024
File No. 001-41728
Dear Paul Campbell:
We have reviewed your August 9, 2024 response to our comment letter and
have the
following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our July
15, 2024 letter.
Form 10-K for the fiscal year ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Strategic Financial Metrics, page 46
1. In response to prior comment one, you indicate that the Self-Service
Banking ARR and
the Network LTM ARPU are provided to assist in evaluating progression
towards long-
term strategic goals and to assist in understanding the conversion of
the business to
recurring revenue streams and the improved monetization of your ATM
fleet. Further,
they are included and identified as key metrics in your earnings call
presentation, referred
to as KPIs by management and included as part of your results discussion
in your earnings
calls. Therefore, it appears that these measures are integral to
understanding and
evaluating the company. Please revise to include these measures, as well
as the self-
service banking terminal network units, here or further explain why such
disclosures are
not necessary. Refer to SEC Release 33-10751.
August 16, 2024
Page 2
Form 10-Q for the quarterly period ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Other Performance Metrics, page 41
2. We note in response to prior comment one you added the ATM-as-a-service
units
measure. Please revise to disclose the amount or percentage of revenue
generated by the
ATM-as-a-service offering, for each period presented, to give adequate
context
to understand the measure. Refer to SEC Release 33-10751.
Consolidated Results
Revenue, page 42
3. We note that you now present revenue broken down by Services & Software,
transactional (network segment), hardware, and other in the supplemental
materials
included in Exhibit 99.2 of the Form 8-K furnished on August 13, 2024.
Please tell us
what consideration was given to disclosing this information in your
discussion of revenue
in your MD&A.
Gross Margin, page 44
4. We note the revised disclosures in response to prior comment 2. However,
as you only
identify certain expense amounts included in each period and then
discuss the reasons for
the change in the non-GAAP margin, you do not provide a discussion of
the change in the
GAAP amounts. Please revise to include a discussion of the GAAP amounts
and ensure it
is more prominent than the discussion of the respective non-GAAP
measures. Similar
changes should be made to your discussion of selling, general and
administrative expense
as well as research and development expenses and such expenses as a
percentage of
GAAP revenue. Refer to Items 303(c)(2) and 10(e)(1)(i) of Regulation
S-K.
Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at
202-551-3408 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Andy Duvall