NCR Atleos Corp
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
NATL$47.18+0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001628280-25-050175
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001974138-26-000009
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 143 previous paragraphs and 84 current paragraphs.
22 unchanged; 38 reworded; 23 added; 83 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 30 previous and 19 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (23)
Current report
During the first quarter, we continued to pursue our focus on customer service, leveraging AI-powered diagnostics, intelligent dispatch systems and fleet-level performance management to improve ATM availability. We experienced revenue growth in our Self-Service Banking segment, driven by increased hardware sales and associated installation services, as well as continued growth in our ATM as a Service (“ATMaaS”) business. Network segment revenues were flat year over year, with growth in certain international markets offset by declines in domestic transaction volumes. Gross margin compressed slightly year over year, due to the impact of higher tariffs and increases in the cost of certain components used in manufacturing, as well as higher vault cash cost in our Network segment. We anticipate that component costs could remain elevated for the remainder of the year, which could affect gross margin in future quarters.
Current report
We are exposed to macroeconomic factors such as interest rates, foreign currency fluctuations, geopolitical tensions and shifts in global trade policies. While the impact to our first quarter results was not material, we anticipate that a prolonged conflict with Iran could negatively impact our ability to deliver products and services in certain markets, and result in an increase in transportation costs.
Current report
On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) were not valid, and on March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border Protection (“CBP”) was required, subject to applicable procedures, to refund the IEEPA tariffs it had collected. On April 20, 2026, CBP began accepting submissions for certain IEEPA tariff refunds. To date, a portion of our refund claims have been accepted, and we have accrued an immaterial net receivable related to this. We continue to submit claims in anticipation of receiving a refund of the full amount we previously paid.
Current report
On February 26, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Atleos, The Brink’s Company, a Virginia corporation (“Brink’s”), Novus Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”) and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub II”). Pursuant to the Merger Agreement, (i) Merger Sub I will merge with and into Atleos (the “First Merger”), with Atleos surviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, Atleos will merge with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s. Pursuant to the Merger Agreement, Brink’s will acquire each outstanding share of Atleos stock for $30.00 in cash, without interest, and 0.1574 shares of validly issued, fully paid and nonassessable shares of Brink’s common stock. The Mergers are currently expected to close in the first quarter of 2027, subject to customary closing conditions, including regulatory approvals and the approval of both companies’ shareholders. In connection with the Mergers, on March 11, 2026, we received the requisite consents from holders of our 9.500% Senior Secured Notes due 2029 (the “Notes”) and entered into a supplemental indenture to amend the defined term “Change of Control” to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms related to the
Current report
Change of Control put provisions contained in the indenture governing the Notes (collectively, the “CoC Put Waiver”). As a result of the CoC Put Waiver, we are not required to repurchase any portion of the Notes as a result of the consummation of the Mergers. The supplemental indenture became effective immediately upon execution, but the CoC Put Waiver will not become operative until immediately prior to the effective time of the First Merger and will cease to be operative if the First Merger is not consummated or we do not pay the consent fee to the paying agent on behalf of the holders.
Current report
Highlights of our consolidated results, which are discussed in more detail below, include:
Current report
•Total revenue increased 7% or $64 million, to $1.04 billion, including $754 million of recurring revenue, compared to $979 million and $741 million, respectively, in the prior year period, driven by continued growth in ATMaaS and stronger demand for hardware and associated installation services.
Current report
•Gross margin decreased, due to the impact of higher tariffs and increases in vault cash cost and the cost of certain components used in manufacturing. Gross margin decreased 130 basis points to 22.4%, and adjusted gross margin decreased 140 basis points to 24.5%.
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•Income from operations decreased 10% driven by costs incurred in connection with our workforce optimization and strategic initiatives.
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•Income before income taxes increased to $33 million compared to $22 million in the prior year period, driven by a gain on divestiture of a non-core business, higher income related to our company-sponsored defined benefit plan and lower interest costs.
Current report
Key Financial and Performance Metrics
Current report
Supplemental Information - Items Affecting Comparability
Current report
Reconciliation of Cash provided by operating activities (GAAP) to Adjusted Free Cash Flow-Unrestricted (non-GAAP)
Current report
Gross margin for the three months ended March 31, 2026 decreased to 22.4% compared to 23.7% for the three months ended March 31, 2025. The decrease was primarily due to the impact of higher tariffs and increases in vault cash expense and the cost of certain components used in manufacturing, partially offset by a favorable mix of higher margin software and services revenue, including ATMaaS growth. Adjusted gross margin decreased from 25.9% to 24.5% as a result of the factors discussed above.
Current report
Selling, general, and administrative expenses for the three months ended March 31, 2026 increased $8 million compared to the three months ended March 31, 2025. The increase was primarily due to higher severance costs and professional fees incurred in connection with our workforce optimization and other strategic initiatives. Adjusted selling, general and administrative expenses decreased from 11.1% to 10.5% of revenue as a result of adjusting for the items discussed above.
Current report
Self-Service Banking revenue for the three months ended March 31, 2026 increased 12% compared to the prior year period. Hardware revenue increased 23%, driven by the industry refresh cycle and business growth. Together with a favorable shift in customer mix, this contributed to a 37% increase in transaction services. ATMaaS revenue increased 29% as we continued to pursue our customer conversion strategy.
Current report
Adjusted EBITDA for the three months ended March 31, 2026 increased 5% compared to the prior year period. Adjusted EBITDA increased less than revenue due to net tariff impacts and higher costs of certain components used in manufacturing of approximately $11 million, partially offset by favorable product mix.
Current report
Network Revenue and Adjusted EBITDA
Current report
Network revenue for the three months ended March 31, 2026 was relatively flat year over year as lower transactional volume driven by unfavorable macroeconomic trends was offset by the impact of a business acquisition.
Current report
Net cash provided by operating activities decreased $132 million for the three months ended March 31, 2026 relative to the comparative period, primarily driven by an increase in working capital requirements, including timing of cash settlement to our merchant partners.
Current report
Net cash used in investing activities decreased for the three months ended March 31, 2026 relative to the comparative period due to proceeds from a previously divested business.
Current report
Net cash used in financing activities for the three months ended March 31, 2026 decreased by $38 million relative to the prior year period. We increased net borrowings under our term loan facilities by $52 million and paid $8 million less in acquisition holdback payments. These impacts were partially offset by payments for share repurchases of $16 million in the current quarter, which may vary from the amounts included in equity due to the timing of settlements, and $8 million of additional lease payments and other financing activities.
Current report
Share Repurchase Program During the three months ended March 31, 2026, we repurchased approximately 0.4 million shares under our stock repurchase program for an aggregate purchase price of $15 million, including commissions and fees. The repurchases were funded primarily though cash generated from operations and available liquidity. We do not anticipate repurchasing any additional shares during the remainder of the year.
Removed paragraphs (83)
Previous report
Our discussion within MD&A is organized as follows:
Previous report
•Overview. This section contains background information on our company, summary of significant themes and events during the quarter as well as strategic initiatives and trends in order to provide context for management’s discussion and analysis of our financial condition and results of operations.
Previous report
•Results of operations. This section contains an analysis of our results of operations presented in the accompanying Condensed Consolidated Statements of Operations by comparing the results for the three and nine months ended September 30, 2025 to the results for the three and nine months ended September 30, 2024.
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•Financial condition, liquidity and capital resources. This section provides an analysis of our cash flows and a discussion of our contractual obligations at September 30, 2025.
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BUSINESS OVERVIEW
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Our segments consist of the following:
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•Self-Service Banking -Offers solutions to enable customers in the financial services industry to reduce costs, generate new revenue streams and enhance customer loyalty. These solutions include a comprehensive line of ATM hardware and software, and related installation, maintenance, and managed and professional services. We also offer ATMaaS to manage and run the ATM channel end-to-end for financial institutions that includes back office, cash management, software management and ATM deployment, among others.
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•Network - Provides a cost-effective way for financial institutions, financial technology companies (“fintechs”), neobanks, and retailers to reach and serve their customers through our network of ATMs and multi-functional financial services kiosks. We offer credit unions, banks, digital banks, fintechs, stored-value debit card issuers, and other consumer financial services providers access to our ATM network, including our proprietary Allpoint network, providing convenient and fee-free cash withdrawal and deposit access to their customers and cardholders, as well as the ability to convert a digital value to cash, or vice versa, via ReadyCode (formerly
Previous report
Pay360). We also provide ATM branding solutions to financial institutions, ATM management and services to retailers and other businesses, and our LibertyX solution gives consumers the ability to buy and sell Bitcoin.
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•Telecommunications & Technology -Offers managed network and infrastructure services to enterprise clients across all industries via direct relationships with communications service providers and technology manufacturers. Our customers rely on us as a strategic partner to help them reduce complexity, improve cost efficiency, and enable global geographical reach. We deliver expert professional, field, and remote services for modern network technologies including Software-Defined Wide Area Networking, Network Functions Virtualization, Wireless Local Area Networks, Optical Networking, and Edge Networks.
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SPIN-OFF FROM NCR
Previous report
On October 16, 2023, NCR Corporation (now known as NCR Voyix Corporation or “Voyix,” and referred to as “NCR” when discussing periods prior to the Separation), completed a spin-off to NCR shareholders of its self-service banking, network, and telecommunications and technology businesses (the “Spin-off” or “Separation”). Concurrent with the Spin-off, we became a stand alone publicly-traded company and our financial statements are now presented on a consolidated basis.
Previous report
In connection with the Spin-off, we incurred and expect to incur in the future, one-time separation costs, which include one-time and non-recurring expenses associated with the Spin-off and stand up of functions required to operate as a stand-alone public entity. These non-recurring costs primarily relate to system implementation costs, business and facilities separation, applicable employee related costs, development of our brand and other matters. We expect the separation-related costs will continue through at least fiscal year 2025.
Previous report
In connection with the Spin-off, we entered into a Separation and Distribution Agreement and various other agreements with Voyix. These agreements provide a framework for our relationship with Voyix and govern various interim and ongoing relationships between Atleos and Voyix. These agreements with Voyix are described in the section of the Information Statement titled “Certain Relationships and Related Transactions-Agreements with NCR.” Following the Separation, certain functions continue to be provided by or for Voyix under the Transition Services Agreements or are being performed using our own resources or third-party service providers. Additionally, certain maintenance services, product resale and other support services and supply chain operations will continue to be provided by or to Voyix under the Commercial Agreements. On August 6, 2024, Voyix announced its intention to move the manufacturing services to another party and to further reduce the maintenance services that are being performed under the Commercial Agreements. Manufacturing services provided to Voyix were completed in the fourth quarter of 2024.
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STRATEGIC INITIATIVES AND TRENDS
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We expect to be a cash-generative business positioned to focus on delivering ATMaaS to a large, installed customer base across banks and retailers. We intend to build on our leadership in self-service banking and ATM networks to meet global demand for ATM access and leverage new ATM transaction types, including digital currency solutions, to drive market growth. We also expect to continue shifting to a highly recurring revenue model to drive stable cash flows and returns to stockholders.
Previous report
We are continuing our transition to service and software-led solutions. Today, our cloud-based software platform includes microservices and application programming interfaces (“APIs”) that integrate with our customers’ systems and our ATMaaS solutions, bringing together all our capabilities and competencies to power the technology to run our customers’ self-directed banking networks. This is enabling us to drive growth in recurring revenues.
Previous report
We have grown organically, as well as through acquisitions, to add software, services and other capabilities that complement or enhance our existing portfolio. We intend to continue pursuing opportunities to win new customers, expand our footprint and drive additional transactions and foot traffic for our customers. We also plan to continue improving our execution to drive solid returns and transform our business, enhancing value for all stockholders.
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Cybersecurity Risk Management
Previous report
Similar to most companies, Atleos and our customers are subject to more frequent and increasingly sophisticated cybersecurity attacks. We maintain cybersecurity risk management policies and procedures for handling and responding to cybersecurity events, which we regularly evaluate for updates. For additional information on our cybersecurity risk management, strategy, and governance, see “Item 1C. Cybersecurity,” in our 2024 Form 10-K/A.
Previous report
As of the date of this report, we have not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on us. Although we have not experienced cybersecurity incidents that are individually, or in the aggregate, material, we have experienced cyberattacks in the past, which we believe have thus far been mitigated by preventative, detective, and responsive measures that we have put in place. For a detailed discussion of our cybersecurity related risks, see “Item 1A. Risk Factors—Data protection, cybersecurity and data privacy issues could adversely impact our business” in our 2024 Form 10-K/A.
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Impacts from Geopolitical and Macroeconomic Challenges
Previous report
We continue to be exposed to macroeconomic pressures such as higher interest rates, increased logistics costs, and foreign currency fluctuations as a result of geopolitical challenges, including those due to various conflicts in and around the Red Sea region. We are navigating through these challenges with a sharp focus on, and goal of, safeguarding our employees, helping our customers and managing impacts to the business. Despite the rapidly changing environment, our teams are executing at a high level and we are advancing our strategy.
Previous report
In the first quarter of 2025, the United States introduced trade policy actions that have increased or proposed to increase import tariffs across a wide range of countries at various rates. Multiple countries responded with reciprocal tariffs and other actions, and the U.S. government continues to pursue various negotiations related to trade policy. We currently import finished goods and service parts to the United States from a number of countries that are impacted by the tariff rate changes. We continue to actively monitor tariff developments, analyze their potential impact and review actions that can be taken to moderate and/or minimize their effects; however, the trade policies and responses and their related impacts are rapidly evolving, and it is likely that additional developments will occur in the coming months. The impact of these trade policy actions on our performance was immaterial in the third quarter and year-to-date periods.
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Changing U.S. immigration policy has negatively impacted our Network segment as there have been fewer transactions with prepaid payroll cards and dynamic currency conversion transactions.
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Global macroeconomic conditions have caused a degree of uncertainty in the investor community and among bank customers, and could significantly impact the national, regional and local banking industry and the global business environment in which we operate. If there is a severe or prolonged economic downturn, it could result in a variety of risks to our business, including driving banking customers to curtail spending, which would negatively impact our sales and business.
Previous report
We expect the factors discussed above may continue to negatively impact our business at least in the short-term. The ultimate impact on our overall financial condition and operating results will depend on the duration and severity of these geopolitical and macroeconomic pressures and any governmental and public actions taken in response. We continue to evaluate the long-term impact that these may have on our business model, however, there can be no assurance that the measures we have taken or will take will completely offset the negative impact.
Previous report
For further information on the risks posed to our business from geopolitical and macroeconomic factors, see Item 1A, “Risk Factors”, in our 2024 Form 10-K/A, including the risk factors titled, “A major natural disaster or catastrophic event could have a materially adverse effect on our business, financial condition and results of operations, or have other adverse consequences,” and “Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.” For further information on exposures to interest rate and foreign currency exchange risk, see Item 3, “Quantitative and Qualitative Disclosures about Market Risk”, in this Form 10-Q.
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Impacts from Seasonality and Tourism
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Our business is generally seasonal, with lower revenue and fewer transactions occurring in the first quarter of each year. Transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during winter months due to decreases in consumer traffic through such locations. We typically experience an increase in transaction volume during the summer months, aided by increased vacation and holiday travel. This seasonality causes our working capital cash flow requirements to vary from quarter to quarter depending on variability in the volume, timing and mix of sales. We expect the fluctuations in transaction volumes to continue. For further information on the seasonality of our business, see Item 1, “Business - Seasonality”, in our 2024 Form 10-K/A.
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Key Strategic Financial Metrics
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(1) Refer to our definition of Recurring revenue in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”
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(1) Refer to our definition of Recurring revenue in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”
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(2) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”
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Other performance metrics
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(1) Refer to our definitions of Annualized recurring revenue, recurring revenue, LTM ARPU and Network Managed Units in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”
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Non-GAAP Financial Measures and Use of Certain Terms:
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Non-GAAP Financial Measures
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Use of Certain Terms
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The following tables show our results for the three and nine months ended September 30, the relative percentage that those amounts represent to revenue, and the change in those amounts year over year.
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Reworded paragraphs (38)
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our amended and restated Annual Report on Form 10-K/A for the year ended December 31, 2024 (the “2024 Form 10-K/A”). The section of this Form 10-Q titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. See the sections of the Form 10-Q titled “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.
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The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1. Financial Statements of this Form 10-Q and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). This quarterly report contains forward-looking statements. See the sections of the Form 10-Q titled “Cautionary Statement about Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements that could cause future results to differ materially from those reflected in this section.
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Revision. In connection with the preparation of our second and third quarter 2025 financial statements, we identified misstatements in our previously-issued financial statements. Although not materially impacting any previously-reported periods, the misstatements resulted in immaterial misstatements in our historical financial statements and the revision of interim and annual periods in 2023 and 2024 and the first and second quarters of 2025. The figures in this MD&A have been similarly revised, where applicable, to reflect the impact of such corrections. Refer to Note 1, “Basis of Presentation and Significant Accounting Policies”, and Note 15, “Revisions of Previously Issued Financial Statements”, in Item 1 of this Quarterly Report for additional information.
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Revision. In connection with the preparation of our second and third quarter 2025 financial statements, we identified misstatements in our previously-issued financial statements. Although not materially impacting any previously-reported periods, the misstatements resulted in immaterial misstatements in our historical financial statements and the revision of the first and second quarters of 2025. The figures in this MD&A reflect the impact of such revisions. Refer to Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, and Note 13, “Revisions of Previously Issued Financial Statements”, in Item 1 of this Quarterly Report for additional information.
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Atleos is an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. Self-directed banking is a rapidly growing, secular trend that allows banking customers to transact seamlessly between various channels all for the same transaction. Our comprehensive solutions enable the acceleration of self-directed banking through ATM and interactive teller machine technology, including software, services, hardware and our proprietary Allpoint network. While we provide all our solutions on a modular basis, we have also assembled these capabilities into a turnkey, end-to-end platform which we have branded ATM as a Service (“ATMaaS”).
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We are an industry-leading financial technology company providing self-directed banking solutions to a global customer base including financial institutions, merchants, manufacturers, retailers and consumers. We operate through three reportable segments: Self-Service Banking, Network and Telecommunications and Technology (“T&T”).
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The following are operating metrics that we use to evaluate the performance of our business:
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We use the following metrics in evaluating the performance of our business:
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Annualized Recurring Revenue (“ARR”)We define this operating metric as recurring revenue, excluding software licenses sold as a subscription, for the last three months times four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. We believe this metric may be useful to investors in evaluating the Company’s achievement of strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.
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Annualized Recurring Revenue (“ARR”)is recurring revenue, excluding software licenses sold as a subscription, for the last three months multiplied by four, plus the rolling four quarters for term-based software license arrangements that include customer termination rights. We believe this metric may be useful to investors in evaluating achievement of our strategic goals related to the conversion of the self-service banking business to recurring revenue streams over time. ARR does not necessarily reflect the pattern of revenue recognition in accordance with GAAP and should not be considered a substitute for GAAP revenue.
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Last twelve months average revenue per unit (“LTM ARPU”) We define this operating metric for the Network segment as total Network segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. We believe this metric may be useful to investors in evaluating our achievement of strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.
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Last twelve months average revenue per unit (“LTM ARPU”) is an operating metric for the Network segment, defined as total Network segment revenue for the previous twelve months divided by the average Network Managed Units for the previous twelve months. We believe this metric may be useful to investors in evaluating achievement of our strategic goals related to the improved monetization of our ATM fleet over a specified period, excluding the impact of seasonality. LTM ARPU does not represent revenue generated solely by our Network Managed Units, as total Network segment revenue includes revenue generated from other sources.
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The following four tables show our key strategic financial metrics for the three and nine months ended September 30, the relative percentage that those amounts represent to total revenue, and the change in those amounts year-over-year.
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The following tables show our key financial and performance metrics for the three months ended March 31, the relative percentage that those amounts represent to total revenue, and the change in those amounts year over year.
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Net income (loss) attributable to Atleos and Adjusted EBITDA(1)as a percentage of total revenue
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Net income attributable to Atleos and Adjusted EBITDA(1)as a percentage of total revenue
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(1) Refer to our definition of Adjusted EBITDA in the section entitled “Non-GAAP Financial Measures and Use of Certain Terms.”
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(1) Refer to our definition of Adjusted EBITDA in the section entitled “Supplemental Information - Items Affecting Comparability.”
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We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (“GAAP”) with certain non-GAAP financial measures. Adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our adjusted financial measures do not represent a comprehensive basis of accounting and therefore may not be comparable to similarly titled measures reported by other companies. We believe these measures are useful for investors because they provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.
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We supplement the reporting of our financial information determined under generally accepted accounting principles in the United States (“GAAP”) with certain non-GAAP adjusted financial measures. Non-GAAP adjusted financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. Our non-GAAP adjusted financial measures do not represent a comprehensive basis of accounting and therefore may not be comparable to similarly titled measures reported by other companies. We believe these measures are useful for investors because they provide a more complete understanding of our underlying operational performance, as well as consistency and comparability with past reports of financial results.
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Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)(non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) 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 and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include integration, severance, divestiture and other exit and disposal costs; plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, and Adjusted EBITDA margin by segment is calculated based on segment Adjusted EBITDA divided by the related segment revenue. We use these non-GAAP measures to evaluate performance consistently from period to period.
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Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)(non-GAAP) and Adjusted EBITDA margin (non-GAAP) are calculated as GAAP Net income (loss) attributable to Atleos plus interest expense, net; plus income tax expense (benefit); plus depreciation and amortization; plus acquisition-related costs, including costs related to the Brink’s transaction; plus pension mark-to-market adjustments and other one-time pension-related costs; plus separation-related costs; plus transformation and restructuring charges, which include integration, severance, divestiture and other exit and disposal costs; plus stock-based compensation expense; plus Voyix legal and environmental indemnification expense; plus other amounts included in Other income (expense), net. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total revenue, and Adjusted EBITDA margin by segment is calculated based on segment Adjusted EBITDA divided by the related segment revenue. We use these non-GAAP measures to evaluate performance consistently from period to period.
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Adjusted gross margin as a percentage of revenue (non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue (non-GAAP)are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items. We use these non-GAAP measures to evaluate performance consistently from period to period.
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Adjusted gross margin as a percentage of revenue(non-GAAP) and Adjusted selling, general and administrative expenses as a percentage of revenue(non-GAAP) are calculated utilizing GAAP gross margin and selling, general and administrative expenses, respectively, and excluding, as applicable, acquisition-related costs, including costs related to the Brink’s transaction; one-time pension-related costs; separation-related costs; amortization of acquisition-related intangibles; stock-based compensation expense; transformation and restructuring charges (which includes integration, severance, divestiture and other exit and disposal costs); Voyix legal indemnification expense; and other non-recurring or unusual items. We use these non-GAAP measures to evaluate performance consistently from period to period.
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We use a non-GAAP measure called “Adjusted free cash flow-unrestricted” to assess our financial performance and liquidity. We define Adjusted free cash flow-unrestricted as net cash provided by operating activities less capital expenditures, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus proceeds from certain sale-leaseback transactions, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to Voyix. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of our merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted is useful for investors because it indicates the amount of cash available for, among other things, investments in our existing businesses, strategic acquisitions and repayment of our debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure. Adjusted free cash flow-unrestricted does not have a uniform definition under GAAP, and therefore Atleos’ definition may differ from other companies’ definitions of this measure. This non-GAAP measure should not be considered a substitute for, or superior to, cash flows from operating activities under GAAP.
Current wording
Adjusted free cash flow-unrestricted (non-GAAP) is calculated as net cash provided by operating activities less capital expenditures, less additions to capitalized software, plus/minus the change in restricted cash settlement activity, plus proceeds from certain sale-leaseback transactions, plus pension contributions and settlements, and plus legal and environmental indemnification payments made to Voyix. Restricted cash settlement activity represents the net change in amounts collected on behalf of, but not yet remitted to, certain of our merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations. These amounts can fluctuate significantly period to period based on the number of days for which settlement has not yet occurred or day of the week on which a reporting period ends. We believe Adjusted free cash flow-unrestricted is useful for investors because it indicates the amount of cash available for, among other things, investments in our existing businesses, strategic acquisitions and repayment of our debt obligations. Adjusted free cash flow-unrestricted does not represent the residual cash flow available, since there may be other non-discretionary expenditures that are not deducted from the measure.
Previous wording
(1) Includes certain items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, post-employment and postretirement expense other than service cost, and the impact of foreign currency exchange rate fluctuations. Prior to 2025, Adjusted EBITDA did not exclude these Other (income) expense items. All periods presented have been recast to reflect the new definition. Certain other amounts reported in Other income (expense), net are separately captured in this reconciliation. As a result, Other (income) expense items as presented does not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.
Current wording
(1) Includes certain items reported within Other income (expense), net on the Condensed Consolidated Statements of Operations, such as bank fees, the components of pension, postemployment and postretirement expense other than service cost, and the impact of foreign currency exchange rate fluctuations. Certain other amounts reported in Other income (expense), net are separately captured in this reconciliation. As a result, Other (income) expense items as presented does not agree to total Other income (expense), net on the Condensed Consolidated Statements of Operations.
Previous wording
(2)Contains certain immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
Current wording
(1) Contains certain immaterial business operations that do not represent a reportable segment, including commerce-related operations in countries that Voyix exited that are aligned to Atleos. Other also includes revenues from commercial agreements with Voyix.
Previous wording
Consolidated revenue for the nine months ended September 30, 2025 was flat compared to the nine months ended September 30, 2024, driven by the expected reduction in other non-core business revenues from Voyix commercial agreements and commerce-related contracts. Core business segment revenue increased by 3%. Self-Service Banking contributed 4% from hardware, software and services, including ATMaaS, slightly offset by a 1% decrease from the Network and T&T businesses.
Current wording
Consolidated revenue for the three months ended March 31, 2026 increased 7% compared to the three months ended March 31, 2025, driven by Self-Service Banking, with increases in hardware sales and related installation revenues, software, and continued growth in ATMaaS. This growth was slightly offset by the impact of lower volumes in T&T and an expected reduction in other revenues as commercial agreements and commerce-related contracts with Voyix continued to wind down.
Previous wording
Research and development expenses for the three months ended September 30, 2025, increased $3 million compared to the three months ended September 30, 2024. As a percentage of revenue, research and development expenses increased from 1.4% to 1.6%, due to an increase in employee-related costs.
Current wording
Research and development expenses for the three months ended March 31, 2026, increased $3 million compared to the three months ended March 31, 2025 due to an increase in employee-related costs.
Previous wording
Interest expense decreased $11 million for the three months ended September 30, 2025 compared to 2024. This decrease was driven by a reduction in variable interest rates on our outstanding debt following a refinancing in the fourth quarter of 2024, as well as a reduction in the outstanding balance of the Term Loan Facilities. Refer to Note 4, “Debt Obligations”, for additional information on our outstanding debt.
Current wording
Interest expense decreased $4 million for the three months ended March 31, 2026 relative to the prior year period due to lower interest rates on our term loan facilities as well as a reduction in the outstanding balance on these facilities.
Previous wording
For the nine months ended September 30, 2025, we recorded expense of $6 million compared to income of $4 million in the comparative period. Losses from foreign currency exchange rate movements, primarily in hyperinflationary economies, increased, while income related to our company-sponsored defined benefit plans decreased, driven by reductions in the expected returns on our plan assets. These unfavorable impacts were partially offset by the gain on divestiture of a non-core business.
Current wording
We recorded income of $12 million for the three months ended March 31, 2026, compared to expense of $4 million in the comparative period. The favorable change was driven by the gain on divestiture of a non-core business, an increase in income related to our company-sponsored defined benefit plans due to the higher asset base resulting from contributions and prior year asset performance, and the amortization of actuarial gains on certain of our postemployment plans. These favorable impacts were partially offset by an increase in losses from foreign currency exchange rate movements.
Previous wording
Income tax expense for the three months ended September 30, 2025 was $7 million compared to $10 million for the comparative period. The change was driven by a lower estimated annual effective income tax rate, primarily attributable to the enactment of the One Big Beautiful Bill Act (“OBBBA”), which reduced the 2025 interest expense disallowance, resulting in a lower valuation allowance. For each of the three months ended September 30, 2025 and 2024, we did not recognize any material discrete tax expenses or benefits.
Current wording
Income tax expense was $11 million for the three months ended March 31, 2026 compared to the income tax expense of $9 million for the three months ended March 31, 2025. The change in the three months ended March 31, 2026 compared to the prior year period was primarily driven by higher income before income taxes in the current quarter partially offset by lower effective tax rate. We did not recognize any material discrete tax expenses or benefits in either the three months ended March 31, 2026 or 2025.
Previous wording
We are subject to numerous federal, state and foreign tax audits. While certain reserves exist for issues that might arise from these audits, should these audits be settled, the resulting tax effect could impact the tax provision and cash flows in 2025 or future periods.
Current wording
While we are subject to numerous federal, state and foreign tax audits, we believe that appropriate reserves exist for issues that might arise from these audits. Should these audits be settled, the resulting tax effect could impact the tax provision and cash flow in future periods. During 2026, we may resolve certain tax matters in foreign jurisdictions that could have an impact on our effective tax rate.
Previous wording
We manage and report our business in the following segments: Self-Service Banking, Network, and Telecommunications & Technology (“T&T”). Our Chief Operating Decision Maker evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled “Non-GAAP Financial Measures and Use of Certain Terms” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA (non-GAAP).
Current wording
Our Chief Operating Decision Maker (“CODM”) evaluates segment performance using revenue and Adjusted EBITDA. Refer to the section entitled “Supplemental Information - Items Affecting Comparability” for our definition of Adjusted EBITDA and the reconciliation of Net income (loss) attributable to Atleos (GAAP) to Adjusted EBITDA.
Previous wording
Services revenues include hardware maintenance revenue, transaction services revenue and ATMaaS revenue. Software revenues include cloud revenue, software license and maintenance revenues, as well as professional services revenues. Transactional revenue includes payments processing revenue, interchange and network revenue and Bitcoin-related revenue. Hardware revenue primarily comprises revenue from sales of ATM hardware.
Current wording
Services revenues include hardware maintenance revenue, transaction services revenue and ATMaaS revenue. Software revenues include cloud revenue, software license and maintenance revenues, as well as professional services revenues. Transactional revenue includes payments processing revenue, interchange and network revenue and Bitcoin-related revenue. Hardware revenue is primarily comprised of sales of ATM hardware.
Previous wording
Adjusted EBITDA decreased 9% for the three months ended September 30, 2025 compared to the prior year period, driven by an increase in vault cash cost as the amortization of gains on terminated derivatives expired and a decrease in revenue. These impacts were partially offset by gains from the sale-leaseback of certain owned ATMs and ongoing productivity improvements.
Current wording
Adjusted EBITDA for the three months ended March 31, 2026 decreased 2% compared to the prior year period, driven by an increase in vault cash cost as the amortization of gains on terminated derivatives expired.
Previous wording
T&T revenue for the three months ended September 30, 2025 decreased 13% compared to the prior year period due to decreases in hardware maintenance and installation revenue, and a decrease in hardware revenue driven by a decline in customer projects.
Current wording
T&T revenue for the three months ended March 31, 2026 decreased 7% compared to the prior year period, driven by a decline in customer projects.
Previous wording
Adjusted EBITDA decreased 11% for the three months ended September 30, 2025 compared to the prior year period due to the decrease in revenue described above.
Current wording
Adjusted EBITDA for the three months ended March 31, 2026 decreased 13% compared to the prior year period due to the decrease in revenue described above.
Previous wording
Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) meet our expected pension, postretirement and post-employment plan contributions; and (vi) fund payments related to transformation and restructuring initiatives. Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements based on our operating needs, growth initiatives and capital resources.
Current wording
Our primary liquidity needs in the ordinary course of business are to: (i) fund normal operating expenses; (ii) meet the interest and principal requirements of our outstanding indebtedness, including finance leases; (iii) fund capital expenditures and operating lease payments; (iv) fund indemnification payments related to legal and environmental matters; (v) make expected pension, postretirement and postemployment plan contributions; and (vi) fund transformation and restructuring initiatives. Our principal sources of cash are generated from operations, borrowings under our revolving credit facility and issuances of debt. We continually evaluate our liquidity requirements based on our operating needs, growth initiatives and capital resources.
Previous wording
Summarized cash flow information for the nine months ended September 30, is as follows:
Current wording
Summarized cash flow information for the three months ended March 31, is as follows:
Previous wording
As of September 30, 2025, we had $1,350 million in aggregate outstanding principal balance on our 9.500% senior secured notes due in 2029.
Current wording
Long Term Borrowings As of March 31, 2026, we had $1,350 million of outstanding 9.500% senior secured notes due in 2029 and $1,263 million outstanding under our term loan facilities. In addition, we had $205 million outstanding under our revolving credit facility and $29 million of letters of credit issued.
Previous wording
Employee Benefit Plans In 2025, we expect to make contributions of $7 million to our international pension plans, $23 million to our U.S. pension plan, $23 million to our post-employment plans, and $1 million to our postretirement plan. For additional information, refer to Note 8, “Employee Benefit Plans”, to the Condensed Consolidated Financial Statements.
Current wording
Employee Benefit Plans In 2026, we expect to make contributions of $4 million to our international pension plans, $48 million to our U.S. pension plan, $8 million to our post-employment plans, and no material contributions to our U.S. postretirement plan.
Previous wording
Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at September 30, 2025 and December 31, 2024 was $288 million and $329 million, respectively. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.
Current wording
Cash and Cash Equivalents Held by Foreign Subsidiaries Cash and cash equivalents held by our foreign subsidiaries at March 31, 2026 and December 31, 2025 was $278 million and $299 million, respectively. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes and foreign withholding taxes, which could be significant.
Previous wording
As of September 30, 2025, our cash and cash equivalents totaled $412 million and our debt totaled $2,912 million. Our borrowing capacity under our Revolving Credit Facility was $348 million at September 30, 2025.
Current wording
As of March 31, 2026, our cash and cash equivalents totaled $433 million, our debt totaled $2,820 million and our borrowing capacity under our Revolving Credit Facility was $366 million.
Previous wording
Our ability to generate positive cash flows from operations is dependent on general economic conditions and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A, of Part I of our 2024 Form 10-K/A and Item 1A of Part II of this Quarterly Report on Form 10-Q (as applicable). If we are unable to generate sufficient cash from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, there can be no assurance that we will be able to obtain additional debt or equity financing on acceptable terms in the future.
Current wording
Our ability to generate positive cash flows from operations is dependent on general economic conditions and the competitive environment in our industry, and is subject to the business and other risk factors described in Item 1A of Part I of our 2025 Annual Report on Form 10-K and Item 1A of Part II of this Quarterly Report on Form 10-Q (as applicable). If we are unable to generate sufficient cash from operations, or otherwise comply with the terms of our credit facilities, we may be required to seek additional financing alternatives. However, there can be no assurance that we will be able to obtain additional debt or equity financing on acceptable terms in the future.
Previous wording
We believe that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond September 30, 2026) material cash requirements when due, including third-party debt that we incurred in connection with the Spin-off, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to pursue investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, growth strategies, people and the communities we operate in as well as to repay our indebtedness over time.
Current wording
We believe that our cash balances and funds provided by operating activities, along with our borrowing capacity under the senior secured credit facility and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (i.e., beyond March 31, 2027) material cash requirements when due, including third-party debt, (ii) adequate liquidity to fund capital expenditures and (iii) flexibility to pursue investment opportunities that may arise. We expect to utilize our cash flows to continue to invest in our business, people and the communities we operate in, as well as to repay our indebtedness over time.
Previous wording
There have been no material changes to our contractual commitments and other commercial obligations described in Part II, Item 7 of our 2024 Form 10-K/A for the year ended December 31, 2024.
Current wording
There have been no material changes to our contractual commitments and other commercial obligations described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill and intangible assets, pension, postretirement and post-employment benefits, and income taxes. These are described in Part II, Item 7 of our 2024 Form 10-K/A for the year ended December 31, 2024.
Current wording
Our most critical accounting estimates pertain to revenue recognition, inventory valuation, goodwill, pension, postretirement and post-employment benefits, and income taxes. These are described in Part II, Item 7 of our 2025 Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
See Note 1, “Basis of Presentation and Significant Accounting Policies”, to the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.
Current wording
See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, to the Condensed Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
T&T Revenue and Adjusted EBITDA