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July 15, 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 8-K/A Furnished March 26, 2024
Form 8-K Furnished May 13, 2024
File No. 001-41728
Dear Paul Campbell:
We have limited our review of your filing to the financial statements
and related
disclosures 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.
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. We note you no longer disclose total units owned/managed/serviced;
ATM-as-a-service;
and payment transactions as performance metrics, which you indicated in
your response
letter dated June 23, 2023, you use to monitor your ability to retain
and grow your
customer base. We also note you currently disclose ATMaaS Units and ARR
for the self-
service banking segment and self-service banking terminal network units
and LTM ARPU
for the network segment as key strategic metrics in the supplemental
materials in the
Form 8-K furnished on May 13, 2024. Please revise to incorporate these
measures
included and discussed in the supplemental materials, and any other
measures used to
monitor customer retention and renewals or otherwise evaluate your
business and monitor
performance. Refer to SEC Release 33-10751.
July 15, 2024
Page 2
Consolidated Results
Gross Margin, page 49
2. We note your disclosure of a non-GAAP measure, gross margin as a
percentage of
revenue excluding amounts such as, reserves on net assets transferred,
amortization of
acquisition-related intangibles, and stock-based compensation expense;
however, you
have not provided the disclosures required by Item 10(e)(1)(i) of
Regulation S-K nor have
you labeled it as non-GAAP. Please revise to provide the required
disclosures or
alternatively incorporate the quantitative impact of these items in your
discussion of the
change in gross margin. Similar revisions should be made in your
discussion on selling,
general and administrative expense as well as research and development
expenses.
Form 8-K/A Furnished March 26, 2024
Exhibit 99.2, page 30
3. We note your presentation of segment results on slides 29-31. Please
explain your
intention in presenting slide 29 including the disclosure of income from
operations by
segment and tell us whether your chief operating decision maker uses
income from
operations when assessing performance. In this regard, we note that in
your Form 10-K
your disclosures on page 88 indicate that Adjusted EBITDA is your
segment measure of
performance. Also, explain why the segment results in table 30 are
labeled as non-GAAP.
Refer to Question 104.01 of the Non-GAAP C&DIs.
Form 8-K Furnished May 13, 2024
Exhibit 99.1, page 1
4. Please revise the bullets on page 1 to present the comparable GAAP
measures of net loss
and operating cash flow with equal or greater prominence to your
non-GAAP measures,
adjusted EBITDA and adjusted free cash flow, respectively. Refer to
Question 102.10(a)
of the non-GAAP C&DIs.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Melissa Kindelan at 202-551-3564 or Christine Dietz at
202-551-3408
with any questions.
Sincerely,
Division of
Corporation Finance
Office of Technology