NCR Atleos Corp 8-K, filed Jan 29, 2024
NCR Atleos Corp (NATL)
8-K
2024-01-29
For: 2024-01-29
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Added on
April 04, 2026
About this 8-K
NCR Atleos Corp filed this 8-K on January 29, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2024
(Exact name of registrant as specified in its charter)
Commission File Number 001-41728
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (937 ) 445-1936
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 7.01. Regulation FD Disclosure.
NCR Atleos Corporation (“Atleos” or the “Company”) intends to publish supplementary financial materials regarding segmented financial data with its upcoming Q4 2023 earnings release. The materials being furnished herein are historical segmented financial data from prior periods and the Company expects to present similar data on a go-forward basis in connection with upcoming quarterly earnings releases.
A copy of the materials is attached hereto as Exhibit 99.1, and is incorporated herein by reference. In addition, the materials will be made available on the “Investor Relations” page of Atleos’ website at www.ncratleos.com.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
The Company considers portions of the information in this Form 8-K to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company's expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact may be deemed to be forward-looking statements. The Company undertakes no obligation to publicly update or revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
The following exhibits are attached with this current report on Form 8-K:
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NCR Atleos Corporation | ||||||||
| By: | /s/ Paul J. Campbell | |||||||
| Paul J. Campbell | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Date: January 29, 2024
Notes to Investors Prior to our spin-off transaction from NCR Voyix Corporation, formerly known as NCR Corporation (“Voyix” or “NCR”), NCR Atleos Corporation (“Atleos”, “we”, “us”, or the “Company”) historically operated as a part of NCR. While prior to preparation of our financial statements in connection with the spin-off, Atleos did not historically prepare stand-alone financial statements, the accompanying results have been derived from NCR’s historical accounting records and are presented on a stand-alone basis, as if Atleos’ operations had been conducted independently from NCR. The information in this document includes segment level financial information to facilitate a better understanding of how the Company may have performed as an independent company and to facilitate financial modeling and analysis. All dollar amounts are displayed in millions. In this release, we use certain non-GAAP measures. These non-GAAP measures include “Adjusted EBITDA,” and others with the words “non-GAAP” in their titles. These non-GAAP measures are listed, described and reconciled to their most directly comparable GAAP measures under the heading “Non-GAAP Financial Measures” later in this release. Exhibit 1: Historical Segment Results on a GAAP Basis GAAP Basis (Unaudited) 2022 2023 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Self-Service Banking $199 $262 $218 $265 $196 $227 $218 Network 12 15 21 20 19 21 22 Technology & Telecommunications 6 4 5 3 3 1 2 Other(1) 14 13 16 16 16 13 10 Other adjustment(2) 3 6 - - - - - Total Product Revenue 234 300 260 304 234 262 252 0 0 0 0 0 0 0 Self-Service Banking 400 407 413 418 410 427 438 Network 267 293 292 278 281 288 313 Technology & Telecommunications 52 51 48 50 47 48 47 Other(1) 16 16 17 15 14 15 17 Total Service Revenue 735 767 770 761 752 778 815 0 0 0 0 0 0 0 Self-Service Banking 599 669 631 683 606 654 656 Network 279 308 313 298 300 309 335 Technology & Telecommunications 58 55 53 53 50 49 49 Other(1) 30 29 33 31 30 28 27 Other adjustment(2) 3 6 - - - - - Total Revenue 969 1,067 1,030 1,065 986 1,040 1,067 0 0 0 0 0 0 0 Self-Service Banking 172 216 179 212 152 171 165 Network 14 21 20 18 17 20 22 Technology & Telecommunications 6 3 4 4 3 1 3 Other(1) 12 14 14 14 13 11 6 Corporate(3) unallocated 24 12 8 5 10 12 13 Total Cost of Products 228 266 225 253 195 215 209 0 0 0 0 0 0 0 Self-Service Banking 283 281 288 295 285 287 293 Network 192 213 217 221 223 212 224 Technology & Telecommunications 36 34 33 32 32 35 33 Other(1) 14 12 8 6 5 7 5 Corporate(3) unallocated 16 25 18 16 26 37 35 Total Cost of Services 541 565 564 570 571 578 590 Self-Service Banking 42 42 37 31 42 37 37 Network 36 40 29 34 36 37 30 Technology & Telecommunications 6 6 5 6 6 7 4 Other(1) 5 6 3 3 3 2 7 Corporate(3) unallocated 77 100 64 78 67 85 99 Total SG&A and R&D Expenses(4) 166 194 138 152 154 168 177 0 0 0 0 0 0 0 Self-Service Banking 102 130 127 145 127 159 161 Network 37 34 47 25 24 40 59 Technology & Telecommunications 10 12 11 11 9 6 9 Other(1) (1) (3) 8 8 9 8 9 Other adjustment(2) 3 6 - - - - - Corporate(3) unallocated (117) (137) (90) (99) (103) (134) (147) Total Income from Operations $34 $42 $103 $90 $66 $79 $91 (1) “Other” represents certain other immaterial business operations, including commerce-related operations in countries that Voyix exited that remain aligned to Atleos, that do not represent a reportable segment. (2) “Other adjustment” reflects the revenue attributable to the Company’s operations in Russia that were excluded from management's measure of revenue due to our decision to suspend sales to Russia in the first quarter of 2022 and the anticipated orderly wind down of our operations in Russia. Refer to the section entitled “Non-GAAP Financial Measures” for additional information. (3) “Corporate” includes income and expenses related to corporate functions and certain allocations from NCR that are not specifically attributable to an individual reportable segment. (4) Selling, general and administrative expenses is presented as “SG&A” and research and development expenses is presented as “R&D” above.
Exhibit 2: Historical Segment Results on a Non-GAAP Basis Figures presented below that are in gray are consistent with the GAAP figures presented above, as in this instance, they do not differ from any GAAP presentation, but are included here for ease of reference. Non-GAAP Basis (Unaudited) 2022 2023 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Self-Service Banking $199 $262 $218 $265 $196 $227 $218 Network 12 15 21 20 19 21 22 Technology & Telecommunications 6 4 5 3 3 1 2 Other(1) 14 13 16 16 16 13 10 Other adjustment(2) - - - - - - - Total Adjusted Product Revenue (non-GAAP) 231 294 260 304 234 262 252 0 0 0 0 0 0 0 Self-Service Banking 400 407 413 418 410 427 438 Network 267 293 292 278 281 288 313 Technology & Telecommunications 52 51 48 50 47 48 47 Other(1) 16 16 17 15 14 15 17 Total Adjusted Service Revenue (non-GAAP) 735 767 770 761 752 778 815 0 0 0 0 0 0 0 Self-Service Banking 599 669 631 683 606 654 656 Network 279 308 313 298 300 309 335 Technology & Telecommunications 58 55 53 53 50 49 49 Other(1) 30 29 33 31 30 28 27 Other adjustment(2) - - - - - - - Total Adjusted Revenue (non-GAAP) 966 1,061 1,030 1,065 986 1,040 1,067 0 0 0 0 0 0 0 Self-Service Banking 172 216 179 212 152 171 165 Network 14 21 20 18 17 20 22 Technology & Telecommunications 6 3 4 4 3 1 3 Other(1) 12 14 14 14 13 11 6 Corporate(3) unallocated 5 5 5 3 9 10 11 Total Adjusted Cost of Products (non-GAAP) 209 259 222 251 194 213 207 0 0 0 0 0 0 0 Self-Service Banking 283 281 288 295 285 287 293 Network 177 198 202 206 208 197 209 Technology & Telecommunications 36 34 33 32 32 35 33 Other(1) 14 12 8 6 5 7 5 Corporate(3) unallocated 9 14 12 8 22 31 32 Total Adjusted Cost of Services (non-GAAP) 519 539 543 547 552 557 572 Self-Service Banking 42 42 37 31 42 37 37 Network 25 30 19 25 26 27 21 Technology & Telecommunications 6 6 5 6 6 7 4 Other(1) 5 6 3 3 3 2 7 Corporate(3) unallocated 48 68 49 58 51 36 45 Total Adjusted SG&A and R&D Expenses(4) (non-GAAP) 126 152 113 123 128 109 114 0 0 0 0 0 0 0 Self-Service Banking 102 130 127 145 127 159 161 Network 63 59 72 49 49 65 83 Technology & Telecommunications 10 12 11 11 9 6 9 Other(1) (1) (3) 8 8 9 8 9 Other adjustment(2) - - - - - - - Corporate(3) unallocated (62) (87) (66) (69) (82) (77) (88) Total Adjusted Income from Operations (non-GAAP) 112 111 152 144 112 161 174 0 0 0 0 0 0 0 Self-Service Banking 111 139 140 159 139 173 172 Network 86 86 99 81 75 91 113 Technology & Telecommunications 11 13 11 12 10 6 10 Other(1) (1) (1) 8 10 10 9 7 Corporate(3) unallocated (52) (91) (61) (75) (88) (81) (92) Total Adjusted EBITDA (non-GAAP) $155 $146 $197 $187 $146 $198 $210 0.0 0.0 0.0 0.0 0.0 0.0 (1) “Other” represents certain other immaterial business operations, including commerce-related operations in countries that Voyix exited that remain aligned to Atleos, that do not represent a reportable segment. (2) “Other adjustment” reflects the revenue attributable to the Company’s operations in Russia that were excluded from management's measure of revenue due to our decision to suspend sales to Russia in the first quarter of 2022 and the anticipated orderly wind down of our operations in Russia. Refer to the section entitled “Non-GAAP Financial Measures” for additional information. (3) “Corporate” includes income and expenses related to corporate functions and certain allocations from NCR that are not specifically attributable to an individual reportable segment. (4) Selling, general and administrative expenses is presented as “SG&A” and research and development expenses is presented as “R&D” above.
Figures presented below that are non-bolded represent the only segments that create adjustments from GAAP to Non-GAAP for the applicable bolded Total financial results below. The reconciliations below do not include the gray figures in Exhibit 2 above since they do not differ from the GAAP figures presented above. Exhibit 3: Reconciliation of GAAP to Non-GAAP Financial Results GAAP Transformation Costs Stock Based Compensation Costs Acquisition- Related Amortization of Intangibles Corporate Acquisition- Related Costs Separation Costs Russia Operations Non- GAAP Quarter 1 2022 Other adjustment(1) - Product Revenue $3 $- $- $- $- $- $(3) $- Total Revenue 969 - - - - - (3) 966 Corporate(2) unallocated - Cost of Products 24 (1) (2) - - - (16) 5 Total Cost of Products 228 (1) (2) - - - (16) 209 Network - Cost of Services 192 - - (15) - - - 177 Corporate(2) unallocated - Cost of Services 16 (2) (5) - - - - 9 Total Cost of Services 541 (2) (5) (15) - - - 519 Network - SG&A and R&D Expenses(3) 36 - - (11) - - - 25 Corporate(2) unallocated - SG&A and R&D Expenses(3) 77 (11) (11) - (5) - (2) 48 Total SG&A and R&D Expenses(3) 166 (11) (11) (11) (5) - (2) 126 Network - Income from Operations 37 - - 26 - - - 63 Other adjustment(1) - Income from Operations 3 - - - - - (3) - Corporate(2) unallocated - Income from Operations (117) 14 18 - 5 - 18 (62) Total Income from Operations 34 14 18 26 5 - 15 112 Quarter 2 2022 Other adjustment(1) - Product Revenue 6 - - - - - (6) - Total Revenue 1,067 - - - - - (6) 1,061 Corporate(2) unallocated - Cost of Products 12 (2) (2) - - - (3) 5 Total Cost of Products 266 (2) (2) - - - (3) 259 Network - Cost of Services 213 - - (15) - - - 198 Corporate(2) unallocated - Cost of Services 25 (5) (6) - - - - 14 Total Cost of Services 565 (5) (6) (15) - - - 539 Network - SG&A and R&D Expenses(3) 40 - - (10) - - - 30 Corporate(2) unallocated - SG&A and R&D Expenses(3) 100 (17) (11) - (3) - (1) 68 Total SG&A and R&D Expenses(3) 194 (17) (11) (10) (3) - (1) 152 Network - Income from Operations 34 - - 25 - - - 59 Other adjustment(1) - Income from Operations 6 - - - - - (6) - Corporate(2) unallocated - Income from Operations (137) 24 19 - 3 - 4 (87) Total Income from Operations 42 24 19 25 3 - (2) 111 Quarter 3 2022 Corporate(2) unallocated - Cost of Products 8 (1) (2) - - - - 5 Total Cost of Products 225 (1) (2) - - - - 222 Network - Cost of Services 217 - - (15) - - - 202 Corporate(2) unallocated - Cost of Services 18 (2) (4) - - - - 12 Total Cost of Services 564 (2) (4) (15) - - - 543 Network - SG&A and R&D Expenses(3) 29 - - (10) - - - 19 Corporate(2) unallocated - SG&A and R&D Expenses(3) 64 (7) (8) - - - - 49 Total SG&A and R&D Expenses(3) 138 (7) (8) (10) - - - 113 Network - Income from Operations 47 - - 25 - - - 72 Corporate(2) unallocated - Income from Operations (90) 10 14 - - - - (66) Total Income from Operations $103 $10 $14 $25 $- $- $- $152
Exhibit 3: Reconciliation of GAAP to Non-GAAP Financial Results – Continued GAAP Transformation Costs Stock Based Compensation Costs Acquisition- Related Amortization of Intangibles Corporate Acquisition -Related Costs Separation Costs Russia Operations Non- GAAP Quarter 4 2022 Corporate(2) unallocated - Cost of Products $5 $(1) $(1) $- $- $- $- $3 Total Cost of Products 253 (1) (1) - - - - 251 Network - Cost of Services 221 - - (15) - - - 206 Corporate(2) unallocated - Cost of Services 16 (3) (5) - - - - 8 Total Cost of Services 570 (3) (5) (15) - - - 547 Network - SG&A and R&D Expenses(3) 34 - - (9) 25 Corporate(2) unallocated - SG&A and R&D Expenses(3) 78 (11) (9) - - - - 58 Total SG&A and R&D Expenses(3) 152 (11) (9) (9) - - - 123 Network - Income from Operations 25 - - 24 - - - 49 Corporate(2) unallocated - Income from Operations (99) 15 15 - - - - (69) Total Income from Operations 90 15 15 24 - - - 144 Quarter 1 2023 Corporate(2) unallocated - Cost of Products $10 - $(1) - - - - $9 Total Cost of Products 195 - (1) - - - - 194 Network - Cost of Services 223 - - (15) - - - 208 Corporate(2) unallocated - Cost of Services 26 - (4) - - - - 22 Total Cost of Services 571 - (4) (15) - - - 552 Network - SG&A and R&D Expenses(3) 36 - - (10) - - - 26 Corporate(2) unallocated - SG&A and R&D Expenses(3) 67 - (9) - - (7) - 51 Total SG&A and R&D Expenses(3) 154 - (9) (10) - (7) - 128 Network - Income from Operations 24 - - 25 - - - 49 Corporate(2) unallocated - Income from Operations (103) - 14 - - 7 - (82) Total Income from Operations 66 - 14 25 - 7 - 112 Quarter 2 2023 Corporate(2) unallocated - Cost of Products 12 - (2) - - - - 10 Total Cost of Products 215 - (2) - - - - 213 Network - Cost of Services 212 - - (15) - - - 197 Corporate(2) unallocated - Cost of Services 37 - (6) - - - - 31 Total Cost of Services 578 - (6) (15) - - - 557 Network - SG&A and R&D Expenses(3) 37 - - (10) - - - 27 Corporate(2) unallocated - SG&A and R&D Expenses(3) 85 (5) (11) - - (33) - 36 Total SG&A and R&D Expenses(3) 168 (5) (11) (10) - (33) - 109 Network - Income from Operations 40 - - 25 - - - 65 Corporate(2) unallocated - Income from Operations (134) 5 19 - - 33 - (77) Total Income from Operations $79 $5 $19 $25 $- $33 $- $161
Exhibit 3: Reconciliation of GAAP to Non-GAAP Financial Results – Continued GAAP Transformation Costs Stock Based Compensation Costs Acquisition- Related Amortization of Intangibles Corporate Acquisition -Related Costs Separation Costs Russia Operations Non- GAAP Quarter 3 2023 Corporate(2) unallocated - Cost of Products $13 $- $(2) $- $- $- $- $11 Total Cost of Products 209 - (2) - - - - 207 Network - Cost of Services 224 - - (15) - - - 209 Corporate(2) unallocated - Cost of Services 35 - (3) - - - - 32 Total Cost of Services 590 - (3) (15) - - - 572 Network - SG&A and R&D Expenses(3) 30 - - (9) - - - 21 Corporate(2) unallocated - SG&A and R&D Expenses(3) 99 (1) (7) - - (46) - 45 Total SG&A and R&D Expenses(3) 177 (1) (7) (9) - (46) - 114 Network - Income from Operations 59 - - 24 - - - 83 Corporate(2) unallocated - Income from Operations (147) 1 12 - - 46 - (88) Total Income from Operations $91 $1 $12 $24 $- $46 $- $174 (1) “Other adjustment” reflects the revenue attributable to the Company’s operations in Russia that were excluded from management's measure of revenue due to our decision to suspend sales to Russia in the first quarter of 2022 and the anticipated orderly wind down of our operations in Russia. Refer to the section entitled “Non-GAAP Financial Measures” for additional information. (2) “Corporate” includes income and expenses related to corporate functions and certain allocations from NCR that are not specifically attributable to an individual reportable segment. (3) Selling, general and administrative expenses is presented as “SG&A” and research and development expenses is presented as “R&D” above.
Exhibit 4: Reconciliation of Combined Net Income (Loss) Attributable to Atleos (GAAP) to Adjusted EBITDA (Non-GAAP) Q1- 2022 Q2- 2022 Q3- 2022 Q4- 2022 Q1- 2023 Q2- 2023 Q3- 2023 Net Income (Loss) Attributable to Atleos (GAAP) $17 $20 $64 $7 $36 $53 $(58) Interest expense - - - - - - 2 Related party interest expense, net 11 6 6 8 4 5 4 Income tax expense (benefit) 9 9 36 (4) 25 23 147 Depreciation and amortization expense 36 37 42 44 35 35 38 Acquisition-related amortization of intangibles 26 25 25 24 25 25 24 Stock-based compensation expense 18 19 14 15 14 19 12 Separation costs - - - - 7 33 46 Acquisition-related costs 5 3 - - - - - Transformation and restructuring 14 24 10 15 - 5 1 Pension mark-to-market adjustments - - - 78 - - (6) Russia operations 19 3 - - - - - Adjusted EBITDA (non-GAAP) $155 $146 $197 $187 $146 $198 $210 Non-GAAP Financial Measures While Atleos reports its results in accordance with Generally Accepted Accounting Principles in the United States, or GAAP, in this document Atleos also uses the non-GAAP measures listed and described below. Adjusted Cost of Products (non-GAAP), Adjusted Cost of Services (Non-GAAP), Adjusted SG&A and R&D Expenses (non-GAAP), Adjusted Income from Operations (non-GAAP). Atleos’ adjusted cost of products (non-GAAP), adjusted cost of services (non-GAAP), adjusted selling general and administrative (“SG&A”) and research and development (“R&D”) expenses (non-GAAP), and adjusted income from operations (non-GAAP) are determined by excluding, as applicable, acquisition-related costs; pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits; separation-related costs; amortization of acquisition related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance and other exit and disposal costs); and other (expense) income items from Atleos’ GAAP expenses and income from operations, respectively. Due to the non-recurring or non-operational nature of these pension and other special items, Atleos' management uses these non-GAAP measures to evaluate year-over-year operating performance. Atleos believes these measures are useful for investors because they provide a more complete understanding of Atleos’ underlying operational performance, as well as consistency and comparability with Atleos' past reports of financial results. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA). Atleos’ management uses the non-GAAP measure Adjusted EBITDA because it provides useful information to investors as an indicator of performance of the Company’s ongoing business operations. Atleos determines Adjusted EBITDA based on GAAP Net income attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs; plus pension mark-to-market adjustments, pension settlements, pension curtailments and pension special termination benefits; plus separation-related costs; plus transformation and restructuring charges (which includes integration, severance and other exit and disposal costs); plus stock-based compensation expense; plus other (expense) income items. These adjustments are considered non-operational or non-recurring in nature and are excluded from the Adjusted EBITDA metric utilized by our chief operating decision maker (“CODM”) in evaluating segment
performance and are separately delineated to reconcile back to total reported income attributable to Atleos. This format is useful to investors because it allows analysis and comparability of operating trends. It also includes the same information that is used by Atleos management to make decisions regarding our segments and to assess our financial performance. Special Item Related to Russia. The war in Eastern Europe and related sanctions imposed on Russia and related actors by the United States and other jurisdictions required us to commence the orderly wind down of our operations in Russia in the first quarter of 2022. We have ceased operations in Russia and are in the process of dissolving our only subsidiary in Russia. As a result, for the periods presented in this document, our presentation of segment adjusted revenue, cost of revenue, selling, general and administrative expenses, research and development expenses, income from operations, and Adjusted EBITDA exclude the immaterial impact of our operating results in Russia, as well as the impact of impairments taken to write down the carrying value of assets and liabilities, severance charges, and the assessment of collectability on revenue recognition. We consider this to be a non-recurring special item and management reviewed the results of its business segments excluding these impacts. Atleos’ definitions and calculations of these non-GAAP measures may differ from similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These non-GAAP measures should not be considered as substitutes for, or superior to, results determined in accordance with GAAP.