NCR Atleos (NATL) risk factors, FY2025 10-K

Other

1. 01If we do not develop and introduce new solutions in the competitive, rapidly changing environment in which we do business, our business results may be impacted
2. 02If we do not compete effectively within the technology industry, we will not be successful41% rewritten
3. 03If we do not successfully integrate acquisitions or effectively manage alliance activities, we may not drive future growth
4. 04Our multinational operations, including in new and emerging markets, expose us to business and legal risks
5. 05Our business may be adversely impacted by domestic and global economic and credit conditions
6. 06Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows33% rewritten
7. 07We are subject to certain significant risks and uncertainties from the payments-related business and industry, including the loss of revenue from decreased usage of our ATMs by users for their financial transactions or changes in the fees charged in connection with such transactions
8. 08We maintain a significant amount of vault cash, which is necessary to operate our business, involves risk of loss and is subject to cost fluctuations based on interest rate movements
9. 09If we do not retain key employees, or attract quality new and replacement employees, we may not be able to meet our business objectives
10. 10Defects, errors, installation difficulties or development delays could expose us to potential liability, harm our reputation and adversely impact our business
11. 11If third-party suppliers upon which we rely are not able to fulfill our needs, our ability to timely bring our products to market could be affected
12. 12A 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
13. 13Our historical and ongoing manufacturing activities subject us to environmental exposures
14. 14Global climate change may have an increasingly adverse impact on Atleos’ business continuity and our ability to keep our employees safe and provide for our customers. Atleos considers potential risks related to weather as part of its operations strategy and has business continuity and disaster recovery plans in place
15. 15Data protection, cybersecurity and data privacy issues could adversely impact our business65% rewritten
16. 16The degree to which we are leveraged may materially and adversely impact our business, financial condition and results of operations
17. 17If compliance with our obligations under our debt and other financing agreements materially limits our financial or operating activities, or hinders our ability to adapt to changing industry conditions, we may lose market share, our revenue may decline and our operating results may be adversely impacted
18. 18The terms of the documents governing our indebtedness include financial and other covenants that could restrict or limit our financial and business operations
19. 19If we fail to comply with these covenants and are unable to obtain a waiver or amendment from the applicable debt holders, an event of default would result under the applicable agreements and under other agreements containing related cross-default provisions
20. 20Despite our current levels of debt, we may still incur substantially more debt, including secured debt, and similar liabilities, which would increase the risks described in these risk factors relating to indebtedness
21. 21If we are unable to continue to access or renew financing sources and obtain capital, our ability to maintain and grow our business may be adversely impaired
22. 22Our cash flows may not be sufficient to service our indebtedness, and if we are unable to satisfy our obligations under our indebtedness, we may be required to seek other financing alternatives, which may not be successful
23. 23The agreements governing certain of our indebtedness provide that our borrowings will bear interest at a variable rate which subjects us to interest rate risk, which could cause our debt service obligations or other costs of capital to increase significantly
24. 24The terms governing our trade receivables facility, including the length of term, financial and other covenants, and obligations to remit collections on the sold receivables, could restrict or otherwise limit our financial and business operations
25. 25A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future capital costs and reduce our access to capital
26. 26Our pension liabilities could adversely impact our liquidity and financial condition
27. 27We may be required to write down the value of certain significant assets, which would adversely impact our operating results
28. 28A failure or inability to protect our intellectual property, and other issues related to our and third-party intellectual property, especially third-party intellectual property infringement claims, could have a material and adverse effect on our business, results of operations and financial condition
29. 29Changes to our tax rates and additional income tax liabilities could impact profitability
30. 30Changes to cryptocurrency regulations could impact profitability

RISKS RELATED TO THE SPIN-OFF

1. 31If Atleos is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or its internal control over financial reporting is not effective, the reliability of Atleos’ financial statements may be questioned and Atleos’ stock price may suffer63% rewritten
2. 32Voyix may fail to perform under various transaction agreements that were executed as part of the spin-off or Atleos may fail to have necessary systems and services in place when Voyix is no longer obligated to provide services under the various agreements60% rewritten
3. 33Under applicable tax law, Atleos may be liable for certain tax liabilities of Voyix following the spin-off if Voyix were to fail to pay such taxes
4. 34In connection with our separation, Atleos has and will assume, and indemnify Voyix for, certain liabilities. If we are required to make payments pursuant to these indemnities to Voyix, we would need to meet those obligations and our financial results could be adversely impacted
5. 35The spin-off and related internal restructuring transactions may expose Atleos to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements
6. 36Certain of Atleos’ executive officers and directors may have actual or potential conflicts of interest because of their previous positions at NCR80% rewritten

RISKS RELATED TO ATLEOS COMMON STOCK

1. 37Atleos’ stock price may fluctuate significantly
2. 38Atleos’ shares are freely tradeable without restriction or further registration under the United States Securities Act of 1933, as amended (the “Securities Act”), unless the shares are owned by one of Atleos’ “affiliates,” as that term is defined in Rule 405 under the Securities Act
3. 39Atleos cannot guarantee the timing, amount or payment of dividends on its common stock21% rewritten
4. 40Your percentage ownership in Atleos may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Atleos may grant to its directors, officers and employees
5. 41While Atleos has instituted a share repurchase program, Atleos may not continue to repurchase our common stock pursuant to our share repurchase program, and any such repurchases could diminish Atleos’ cash reserves and may not enhance long-term stockholder valueNew
6. 42Certain provisions in Atleos’ charter and bylaws, and of Maryland law, may prevent or delay an acquisition of Atleos, which could decrease the trading price of the common stock29% rewritten
7. 43Additionally, the MGCL provides, among other things, that the Atleos Board has broad discretion in adopting stockholders’ rights plans and has the sole power to fix the record date, time, and place for special meetings of the stockholders. To date, Atleos does not intend to adopt a stockholders’ rights planNew
8. 44Atleos’ bylaws contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against Atleos and any of our directors, officers or other employees
9. 45We could be subject to actions or proposals from stockholders that do not align with our business strategies or the interests of our other stockholders