Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 01, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PAR TECHNOLOGY CORP | |
Entity Central Index Key | 0000708821 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 16,252,648 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 4,142 | $ 3,485 |
Accounts receivable-net | 29,311 | 26,219 |
Inventories-net | 22,639 | 22,737 |
Other current assets | 5,099 | 3,251 |
Total current assets | 61,191 | 55,692 |
Property, plant and equipment – net | 13,169 | 12,575 |
Goodwill | 11,051 | 11,051 |
Intangible assets – net | 11,176 | 10,859 |
Operating lease right-of-use assets | 3,697 | |
Other assets | 4,764 | 4,504 |
Total Assets | 105,048 | 94,681 |
Current liabilities: | ||
Borrowings of line of credit | 16,139 | 7,819 |
Accounts payable | 14,794 | 12,644 |
Accrued salaries and benefits | 5,145 | 5,940 |
Accrued expenses | 2,223 | 2,113 |
Operating lease liabilities - current portion | 1,540 | |
Customer deposits and deferred service revenue | 11,540 | 9,851 |
Other current liabilities | 0 | 2,550 |
Total current liabilities | 51,381 | 40,917 |
Operating lease liabilities - net of current portion | 2,177 | |
Deferred service revenue | 4,807 | 4,407 |
Other long-term liabilities | 3,198 | 3,411 |
Total liabilities | 61,563 | 48,735 |
Commitments and contingencies | ||
Shareholders’ Equity: | ||
Preferred stock, $.02 par value, 1,000,000 shares authorized | 0 | 0 |
Common stock, $.02 par value, 29,000,000 shares authorized; 17,956,318 and 17,879,761 shares issued, 16,248,209 and 16,171,652 outstanding at March 31, 2019 and December 31, 2018, respectively | 357 | 357 |
Capital in excess of par value | 50,529 | 50,251 |
Retained earnings | 2,698 | 5,427 |
Accumulated other comprehensive loss | (4,263) | (4,253) |
Treasury stock, at cost, 1,708,109 shares | (5,836) | (5,836) |
Total shareholders’ equity | 43,485 | 45,946 |
Total Liabilities and Shareholders’ Equity | $ 105,048 | $ 94,681 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Shareholders’ Equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, authorized (in shares) | 29,000,000 | 29,000,000 |
Common stock, issued (in shares) | 17,956,318 | 17,879,761 |
Common stock, outstanding (in shares) | 16,248,209 | 16,171,652 |
Treasury stock, at cost (in shares) | 1,708,109 | 1,708,109 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue | $ 44,682 | $ 55,661 |
Costs of sales: | ||
Contract | 34,918 | 43,814 |
Cost of sales | 34,918 | 43,814 |
Gross margin | 9,764 | 11,847 |
Operating expenses: | ||
Selling, general and administrative | 8,564 | 8,600 |
Research and development | 3,060 | 2,868 |
Amortization of identifiable intangible assets | 241 | 241 |
Operating expenses | 11,865 | 11,709 |
Operating (loss) income | (2,101) | 138 |
Other (expense) income, net | (430) | 49 |
Interest expense, net | (146) | (41) |
(Loss) income before provision for income taxes | (2,677) | 146 |
Provision for income taxes | (52) | (78) |
Net (loss) income | $ (2,729) | $ 68 |
Basic Earnings per Share: | ||
Net (loss) income (in dollars per share) | $ (0.17) | $ 0 |
Diluted Earnings per Share: | ||
Net (loss) income (in dollars per share) | $ (0.17) | $ 0 |
Weighted average shares outstanding | ||
Basic (in shares) | 16,044 | 15,948 |
Diluted (in shares) | 16,044 | 16,286 |
Product [Member] | ||
Revenue | $ 15,517 | $ 26,324 |
Costs of sales: | ||
Contract | 11,241 | 19,440 |
Cost of sales | 11,241 | 19,440 |
Service [Member] | ||
Revenue | 14,043 | 13,196 |
Costs of sales: | ||
Contract | 10,027 | 9,547 |
Cost of sales | 10,027 | 9,547 |
Contract [Member] | ||
Revenue | 15,122 | 16,141 |
Costs of sales: | ||
Contract | 13,650 | 14,827 |
Cost of sales | $ 13,650 | $ 14,827 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (2,729) | $ 68 |
Other comprehensive (loss) income, net of applicable tax: | ||
Foreign currency translation adjustments | (10) | 423 |
Comprehensive (loss) income | $ (2,739) | $ 491 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Capital in excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Balance (in shares) at Dec. 31, 2017 | 17,677,000 | (1,708,000) | ||||
Balance at Dec. 31, 2017 | $ 68,986 | $ 354 | $ 48,349 | $ 29,549 | $ (3,430) | $ (5,836) |
Net (loss) income | 68 | 68 | ||||
Equity based compensation | 181 | 181 | ||||
Foreign currency translation adjustments | 423 | 423 | ||||
Balance (in shares) at Mar. 31, 2018 | 17,677,000 | (1,708,000) | ||||
Balance at Mar. 31, 2018 | $ 69,658 | $ 354 | 48,530 | 29,617 | (3,007) | $ (5,836) |
Balance (in shares) at Dec. 31, 2018 | 16,171,652 | 17,878,000 | (1,708,000) | |||
Balance at Dec. 31, 2018 | $ 45,946 | $ 357 | 50,251 | 5,427 | (4,253) | $ (5,836) |
Net (loss) income | (2,729) | (2,729) | ||||
Issuance of common stock upon the exercise of stock options (in shares) | 78,000 | |||||
Issuance of common stock upon the exercise of stock options | 30 | $ 0 | 30 | |||
Equity based compensation | 248 | 248 | ||||
Foreign currency translation adjustments | $ (10) | (10) | ||||
Balance (in shares) at Mar. 31, 2019 | 16,248,209 | 17,956,000 | (1,708,000) | |||
Balance at Mar. 31, 2019 | $ 43,485 | $ 357 | $ 50,529 | $ 2,698 | $ (4,263) | $ (5,836) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (2,729) | $ 68 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||
Depreciation, amortization and accretion | 1,012 | 1,062 | |
Provision for bad debts | 107 | 100 | |
Provision for obsolete inventory | 588 | 696 | |
Equity based compensation | 248 | 181 | |
Deferred income tax | 0 | (78) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (3,199) | (5,934) | |
Inventories | (490) | (1,344) | |
Other current assets | (1,848) | (1,102) | |
Other assets | (240) | (84) | |
Accounts payable | 2,150 | 3,205 | |
Accrued salaries and benefits | (795) | (879) | |
Accrued expenses | 110 | (142) | |
Customer deposits and deferred service revenue | 2,089 | 2,015 | |
Other long-term liabilities | (213) | (307) | |
Net cash used in operating activities | (3,210) | (2,543) | |
Cash flows from investing activities: | |||
Capital expenditures | (887) | (568) | |
Capitalization of software costs | (1,036) | (1,102) | |
Net cash used in investing activities | (1,923) | (1,670) | |
Cash flows from financing activities: | |||
Payments of long-term debt | 0 | (48) | |
Payment of contingent consideration for Brink Earn Out | (2,550) | 0 | $ (3,000) |
Payments of other borrowings | (16,777) | (2,000) | |
Proceeds from other borrowings | 25,097 | 5,000 | |
Proceeds from stock options | 30 | 0 | |
Net cash provided by financing activities | 5,800 | 2,952 | |
Effect of exchange rate changes on cash and cash equivalents | (10) | 423 | |
Net increase (decrease) in cash and cash equivalents | 657 | (838) | |
Cash and cash equivalents at beginning of period | 3,485 | 6,600 | 6,600 |
Cash and equivalents at end of period | 4,142 | 5,762 | $ 3,485 |
Cash paid during the period for: | |||
Interest | 115 | 75 | |
Income taxes, net of refunds | 0 | $ 0 | |
Additions to right-of-use assets and deferred rent obtained from operating lease liabilities | $ 3,717 |
Basis of presentation
Basis of presentation | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited interim consolidated financial statements of PAR Technology Corporation (the “Company” or “PAR”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Article 8 of Regulation S-X pertaining to interim financial statements. Accordingly, they do not include all information and footnotes required by GAAP for annual financial statements. In the opinion of management, such unaudited interim consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the results for the interim periods included in this Quarterly Report on Form 10-Q (“Quarterly Report”). Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results of operations that may be expected for any future period. The preparation of the unaudited interim consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock based compensation, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, the carrying amount of property, plant and equipment, identifiable intangible assets and goodwill, valuation allowances for receivables, inventories and deferred income tax assets, and measurement of contingent consideration at fair value. Actual results could differ from those estimates. The unaudited interim consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the Securities and Exchange Commission (“SEC”) on March 18, 2019. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Beginning on January 1, 2018, the Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company applies the five-step model, as described in ASU 2014-09 Revenue from Contracts with Customers, to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following steps are applied to achieve that principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company’s performance obligations are satisfied at the point in time when products are shipped or services are received by the customer, which is when the customer has the title and has assumed the significant risks and rewards of ownership. Performance Obligations Outstanding Our performance obligations outstanding represent the transaction price of firm, non-cancellable orders, with expected delivery dates to customers subsequent to March 31, 2019 and December 31, 2018 , respectively, for work that has not been performed. The aggregate performance obligations attributable to our two reporting segments, Restaurant/Retail and Government, is as follows (in thousands): As of March 31, 2019 Current - under one year Non-current - over one year Restaurant 11,198 4,807 Government 337 — TOTAL 11,535 4,807 As of December 31, 2018 Current - under one year Non-current - over one year Restaurant 9,320 4,407 Government 325 — TOTAL 9,645 4,407 Most performance obligations over one year are related to service and support contracts, approximately 70% of which we expect to fulfill within the one-year period and 100% within 60 months. During the three months ended March 31, 2019 , we recognized revenue of $5.7 million that was included in contract liabilities at the beginning of the period. Disaggregated Revenue We disaggregate revenue from contracts from customers by major product group for each of the reporting segments as we believe it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregation of revenue for the three months ended March 31, 2019 and March 31, 2018 is as follows (in thousands): Three months ended March 31, 2019 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant 22,336 5,790 — Grocery 490 944 — Mission Systems — — 8,546 ISR Solutions — — 6,576 TOTAL 22,826 6,734 15,122 Three months ended March 31, 2018 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant 32,164 5,857 — Grocery 753 746 — Mission Systems — — 8,334 ISR Solutions — — 7,807 TOTAL 32,917 6,603 16,141 Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period is less than one year or the total amount of commissions is immaterial. We record these costs within selling, general and administrative expenses. We elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer (for example, sales, use, value added, and some excise taxes). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases Adoption Effective January 1, 2019, the Company adopted the new lease accounting standard, ASC 842, Leases, using the modified retrospective method of applying the new standard at the adoption date. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard. This allowed us to carry forward the historical lease classification. Adoption of this standard resulted in the recording of operating lease right-of-use (ROU) assets and corresponding operating lease liabilities of approximately $4.0 million . The Company's financial position for reporting periods beginning on or after January 1, 2019 are presented under the new guidance, while prior periods amounts are not adjusted and continue to be reported in accordance with previous guidance. A significant portion of our operating and finance lease portfolio includes corporate offices, research and development facilities, information technology (IT) equipment, and automobiles. The majority of our leases have remaining lease terms of 1 year to 5 years . Substantially all lease expense is presented within selling, general and administrative expenses on the Consolidated Statements of Operations. Three Months Ended March 31, 2019 March 31, 2018 Operating lease cost $ 546 $ 457 Total lease cost $ 546 $ 457 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 546 Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases Operating lease right-of-use assets 3,697 Operating lease liabilities - current portion 1,540 Operating lease liabilities - net of current portion 2,177 Total operating lease liabilities 3,717 Weighted-average remaining lease term Operating leases 3.4 years Weighted-average discount rate Operating leases 4 % Future minimum lease payments are as follows: Operating Leases 2019 $ 1,652 2020 1,006 2021 902 2022 752 2023 574 Thereafter 75 Total lease payments 4,961 Less: interest (1,244 ) Total $ 3,717 As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year would have been as follows: Total Less 1-3 Years 3 - 5 More than 5 Operating leases $ 4,961 $ 1,652 $ 1,908 $ 1,326 $ 75 Total $ 4,961 — $ 1,652 — $ 1,908 $ 1,326 $ 75 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable, net, consists of (in thousands): March 31, 2019 December 31, 2018 Government reporting segment: Billed $ 10,428 $ 9,100 Advanced billings (243 ) (563 ) 10,185 8,537 Restaurant/Retail reporting segment: 19,126 17,682 Accounts receivable - net $ 29,311 $ 26,219 At March 31, 2019 and December 31, 2018 , the Company recorded allowances for doubtful accounts of $1.4 million and $1.3 million , respectively, against Restaurant/Retail reporting segment accounts receivable. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are primarily used in the manufacture, maintenance and service of Restaurant/Retail reporting segment products. The components of inventories, net, consist of the following (in thousands): March 31, 2019 December 31, 2018 Finished goods $ 11,312 $ 12,472 Work in process 452 67 Component parts 4,522 4,716 Service parts 6,353 5,482 $ 22,639 $ 22,737 At March 31, 2019 and December 31, 2018 , the Company recorded inventory reserves of $10.4 million and $9.8 million , respectively, against Restaurant/Retail reporting segment inventories, which relate primarily to service parts. |
Identifiable Intangible Assets
Identifiable Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill Identifiable intangible assets represent intangible assets acquired by the Company in connection with its acquisition of Brink Software Inc. in 2014 ("Brink Acquisition") and software development costs. The Company capitalizes certain software development costs for software used in its Restaurant/Retail reporting segment. Software development costs incurred prior to establishing technological feasibility are charged to operations and included in research and development costs. The technological feasibility of a software product is established when the Company has completed all planning, designing, coding, and testing activities that are necessary to establish that the product meets its design specifications, including functionality, features, and technical performance requirements. Software development costs incurred after establishing technological feasibility for software sold as a perpetual license, as defined within ASC 985-20 (Software – Costs of Software to be sold, Leased, or Marketed) are capitalized and amortized on a product-by-product basis when the product is available for general release to customers. Software development is also capitalized in accordance with ASC 350-40, “Intangibles - Goodwill and Other - Internal - Use Software,” and is amortized over the expected benefit period, which generally ranges from three to seven years. Software development costs capitalized within continuing operations during the three months ended March 31, 2019 and March 31, 2018 were $1.0 million and $1.1 million , respectively. Annual amortization, charged to cost of sales is computed using the greater of (a) the straight-line method over the remaining estimated economic life of the product, generally three to seven years or (b) the ratio that current gross revenues for the product bear to the total of current and anticipated future gross revenues for the product. Amortization of capitalized software development costs from continuing operations for the three months ended March 31, 2019 and 2018 were $0.5 million and $0.8 million , respectively. Amortization of intangible assets acquired in the Brink Acquisition amounted to $0.2 million for each of the three month periods ended March 31, 2019 and 2018 . The components of identifiable intangible assets are (in thousands): March 31, 2019 December 31, 2018 Estimated Useful Life Acquired and internally developed software costs $ 23,013 $ 21,977 3 - 7 years Customer relationships 160 160 7 years Non-competition agreements 30 30 1 year 23,203 22,167 Less accumulated amortization (12,427 ) (11,708 ) $ 10,776 $ 10,459 Trademarks, trade names (non-amortizable) 400 400 N/A $ 11,176 $ 10,859 The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, is as follows (in thousands): 2019 $ 2,046 2020 2,653 2021 1,549 2022 649 2023 365 Thereafter 3,514 Total $ 10,776 The Company tests goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. The Company operates in two reporting segments, Restaurant/Retail and Government. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to a specific reporting unit at the date the goodwill is initially recorded. Once goodwill has been assigned to a specific reporting unit, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill. The amount of goodwill carried by the Restaurant/Retail and Government reporting units is $10.3 million and $0.8 million , respectively, at March 31, 2019 and December 31, 2018 . No impairment charges were recorded for the periods ended March 31, 2019 and December 31, 2018 . |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Share-based Compensation [Abstract] | |
Stock Based Compensation | Stock Based Compensation The Company applies the fair value recognition provisions of ASC Topic 718. The Company recorded stock based compensation of $0.2 million for each of the three month periods ended March 31, 2019 and March 31, 2018 . The amount recorded for the three months ended March 31, 2019 was net of benefits of $27,000 and March 31, 2018 was zero which was the result of forfeitures of unvested stock awards prior to completion of the requisite service period and/or failure to achieve performance criteria. At March 31, 2019 , the aggregate unrecognized compensation expense related to unvested equity awards was $1.9 million (net of estimated forfeitures), which is expected to be recognized as compensation expense in fiscal years 2019 through 2021 . For the three month periods ended March 31, 2019 and 2018 , the Company recognized compensation expense related to performance awards based on its estimate of the probability of achievement in accordance with ASC Topic 718. |
Net (loss) income per share
Net (loss) income per share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net (loss) income per share | Net (loss) income per share Earnings per share are calculated in accordance with ASC Topic 260, which specifies the computation, presentation and disclosure requirements for earnings per share (EPS). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that would occur if convertible securities or other contracts to issue common stock were exercised. For the three months ended March 31, 2019 , there were 486,000 anti-dilutive stock options outstanding compared to none as of March 31, 2018 . The following is a reconciliation of the weighted average of shares of common stock outstanding for the basic and diluted EPS computations (in thousands, except per share data): Three Months 2019 2018 Net (loss) income $ (2,729 ) $ 68 Basic: Shares outstanding at beginning of period 16,041 15,949 Weighted average shares issued/(repurchased) during the period, net 3 (1 ) Weighted average common shares, basic 16,044 15,948 Net (loss) income per common share, basic $ (0.17 ) $ — Diluted: Weighted average common shares, basic 16,044 15,948 Dilutive impact of stock options and restricted stock awards — 338 Weighted average common shares, diluted 16,044 16,286 Net (loss) income per common share, diluted $ (0.17 ) $ — |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies The Company is subject to legal proceedings, which arise in the ordinary course of business. Additionally, U.S. Government contract costs are subject to periodic audit and adjustment. In the third quarter of 2016, the Company's Audit Committee commenced an internal investigation into conduct at the Company's China and Singapore offices to determine whether certain import/export and sales documentation activities were improper and in violation of the U.S. Foreign Corrupt Practices Act ("FCPA") and other applicable laws and certain Company policies. In the fourth quarter of 2016, the Company voluntarily notified the SEC and the U.S. Department of Justice ("DOJ") of the internal investigation, and on May 1, 2017 the Company received a document subpoena from the SEC for documents relating to the internal investigation. Following the conclusion of the Audit Committee's internal investigation, the Company voluntarily reported the relevant findings of the investigation to the China and Singapore authorities and is fully cooperating with these authorities. During the three months ended March 31, 2019 , we recorded $0.2 million of expenses relating to the internal investigation, including expenses of outside legal counsel and forensic accountants, compared to $0.3 million for the three months ended March 31, 2018 . As described in Note 13 - Subsequent Events, to the unaudited interim consolidated financial statements, in early April 2019, the SEC notified the Company that based on current information, it did not intend to recommend an enforcement action against the Company; shortly, thereafter, the DOJ advised that it did not intend to separately proceed. As stated above, we continue to cooperate with the China and Singapore authorities; we are currently not able to predict what actions these authorities might take, or what the likely outcome of any such actions might be, or estimate the range of reasonably possible fines or penalties, which may be material. The China and Singapore authorities have a broad range of civil and criminal sanctions, and the imposition of fines or penalties could have a material adverse effect on the Company’s business, prospects, reputation, financial condition, results of operations or cash flows. |
Segment and Related Information
Segment and Related Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Segment and Related Information The Company operates in two distinct reporting segments, Restaurant/Retail and Government. The Company’s chief operating decision maker is the Company’s Chief Executive Officer. The Restaurant/Retail reporting segment offers point-of-sale ("POS") and management technology solutions to restaurants and retail, including in the fast casual, quick serve and table service restaurant categories. This segment also offers customer support including field service, installation, Advanced Exchange, and twenty-four-hour telephone support and depot repair. The Government reporting segment performs complex technical studies, analysis, and experiments, develops innovative solutions, and provides on-site engineering in support of advanced defense, security, and aerospace systems. This segment also provides expert on-site services for operating and maintaining U.S. Government-owned communication assets. Information noted as “Other” primarily relates to the Company’s corporate, home office operations. Information as to the Company’s reporting segments is set forth below (in thousands). Three Months 2019 2018 Revenues: Restaurant/Retail $ 29,560 $ 39,520 Government 15,122 16,141 Total $ 44,682 $ 55,661 Operating (loss) income: Restaurant/Retail $ (2,982 ) $ (608 ) Government 1,363 1,266 Other (482 ) (520 ) (2,101 ) 138 Other (expense) income, net (430 ) 49 Interest expense, net (146 ) (41 ) (Loss) income before provision for income taxes $ (2,677 ) $ 146 Depreciation, amortization and accretion: Restaurant/Retail $ 868 $ 908 Government 19 5 Other 125 149 Total $ 1,012 $ 1,062 Capital expenditures including software costs: Restaurant/Retail $ 1,063 $ 1,139 Government 176 — Other 684 531 Total $ 1,923 $ 1,670 Revenues by country: United States $ 41,925 $ 52,678 Other Countries 2,757 2,983 Total $ 44,682 $ 55,661 The following table represents identifiable assets by reporting segment (in thousands). March 31, 2019 December 31, 2018 Restaurant/Retail $ 73,255 $ 68,004 Government 13,487 9,867 Other 18,306 16,810 Total $ 105,048 $ 94,681 The following table represents assets by country based on the location of the assets (in thousands). March 31, 2019 December 31, 2018 United States $ 95,105 $ 84,652 Other Countries 9,943 10,029 Total $ 105,048 $ 94,681 The following table represents goodwill by reporting unit (in thousands). March 31, 2019 December 31, 2018 Restaurant/Retail $ 10,315 $ 10,315 Government 736 736 Total $ 11,051 $ 11,051 Customers comprising 10% or more of the Company’s total revenues are summarized as follows: Three Months 2019 2018 Restaurant/Retail reporting segment: McDonald’s Corporation 10 % 27 % Yum! Brands, Inc. 13 % 11 % Government reporting segment: U.S. Department of Defense 34 % 29 % All Others 43 % 33 % 100 % 100 % No other customer within All Others represented more than 10% of the Company’s total revenue for the three months ended March 31, 2019 and 2018 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments have been recorded at fair value using available market information and valuation techniques. The fair value hierarchy is based upon three levels of input, which are: Level 1 — quoted prices in active markets for identical assets or liabilities (observable) Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that are observable market data for essentially the full term of the asset or liability (observable) Level 3 — unobservable inputs that are supported by little or no market activity, but are significant to determining the fair value of the asset or liability (unobservable) The Company’s financial instruments primarily consist of cash and cash equivalents, trade receivables, trade payables, debt instruments and deferred compensation assets and liabilities. The carrying amounts of cash and cash equivalents, trade receivables and trade payables as of March 31, 2019 and December 31, 2018 were considered representative of their fair values. The estimated fair value of the Company’s long-term debt and line of credit on March 31, 2019 and December 31, 2018 was based on variable and fixed interest rates on such respective dates and approximates their respective carrying values at March 31, 2019 and December 31, 2018 . The deferred compensation assets and liabilities primarily relate to the Company’s deferred compensation plan, which allows for pre-tax salary deferrals for certain key employees. Changes in the fair value of the deferred compensation liabilities are derived using quoted prices in active markets of the asset selections made by the participants. The deferred compensation liabilities are classified within Level 2, the fair value classification as defined under FASB ASC 820, "Fair Value Measurements" , because their inputs are derived principally from observable market data by correlation to the hypothetical investments. The Company holds insurance investments to partially offset the Company’s liabilities under its deferred compensation plan, which are recorded at fair value each period using the cash surrender value of the insurance investments. The amounts owed to employees participating in the Deferred Compensation Plan at March 31, 2019 was $3.2 million compared to $3.6 million at December 31, 2018 and is included in other long-term liabilities on the consolidated balance sheets. Under the stock purchase agreement governing the Brink Acquisition, in the event certain defined revenues were determined to have been achieved in 2015, 2016, 2017 and 2018 ("contingent consideration period"), the Company would be obligated to pay additional purchase price consideration ("Brink Earn Out"). The fair value of the Brink Earn Out was estimated using a discounted cash flow method, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC 820, Fair Value Measurements and Disclosures. The significant inputs in the Level 3 measurement not supported by market activity included the Company’s probability assessments of expected future cash flows related to the Company’s acquisition of Brink Software Inc. during the contingent consideration period, appropriately discounted considering the uncertainties associated with the obligation. Any change in the fair value adjustment had been recorded in the earnings of that contingent consideration period. For the $2.6 million of Brink Earn Out targets achieved during the 2018 period, the Company paid the amount in full in March 2019. No Brink Earn Out targets had been achieved for the 2015, 2016, or 2017 years. . The following table presents a summary of changes in fair value of the Company’s Level 3 assets and liabilities that are measured at fair value on a recurring basis, and are recorded as a component of other long-term liabilities on the consolidated balance sheet (in thousands): Level 3 Inputs Liabilities Balance at December 31, 2018 $ 2,550 New level 3 liability — Total gains (losses) reported in earnings — Settlement of Level 3 liabilities (2,550 ) Balance at March 31, 2019 $ — |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leased its corporate wellness facility to related parties at a rate of $9,775 per month. The Company received complimentary memberships to this facility which were provided to local employees. Expenses incurred by the Company relating to the facility amounted to $0 and $55,000 during the three months ended March 31, 2019 and 2018 , respectively. The Company did not recognize any rental income from the related party during the three months ended March 31, 2019 and recognized $29,325 for the three month period ended March 31, 2018. Additionally, the Company did not have any rent receivable from the related party for the periods ended March 31, 2019 or December 31, 2018. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Convertible Notes On April 10, 2019, the Company entered into a Purchase Agreement with Jefferies LLC, (the “Initial Purchaser”), relating to its issuance and sale of $80.0 million in aggregate principal amount, including the simultaneous closing of the full exercise on April 11, 2019 of the Initial Purchaser’s option to purchase additional notes, of 4.5% Convertible Senior Notes due 2024 (the “notes”). The notes were issued pursuant to an indenture, dated April 15, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A. (“Trustee”), referred to herein as the “Indenture.” The Company received net proceeds from its sale of the notes, including net proceeds from the option to purchase additional notes, of approximately $75.2 million . A portion of the proceeds was used to repay in full amounts outstanding under the Credit Agreement, dated June 5, 2018, among the Company, as borrower, with certain of its U.S. subsidiaries, and Citizens Bank, N.A., as lender (as amended by the First Amendment thereto, dated March 4, 2019, the “Credit Agreement), which were approximately $16.1 million as of March 31, 2019, and terminate the Credit Agreement. the Company intends to use the remaining proceeds for general corporate purposes, including funding investment in the Company’s Brink business and for other working capital needs. The Company may also use a portion of the proceeds to acquire or invest in other assets complementary to its business. The notes are senior, unsecured obligations of the Company and bear interest at a rate equal to 4.500% per year. Interest on the notes is payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2019. Interest will accrue on the notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 15, 2019. Unless earlier converted, redeemed or repurchased, the notes will mature on April 15, 2024. The notes are convertible, at the option of the holder, at any time prior to the close of business on the business day immediately preceding October 15, 2023, but only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on such trading day; (2) during the five consecutive business day period immediately after any five consecutive trading day period (the five consecutive trading day period being referred to as the ‘‘measurement period’’) in which the trading price (as defined in the offering memorandum) per $1,000 principal amount of the notes, as determined following a request by a holder of the notes, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (3) upon the occurrence of certain specified corporate events; or (4) if the Company has called the notes for redemption. In addition, regardless of the foregoing circumstances, holders may convert their notes at any time on or after October 15, 2023 until the close of business on the second business day immediately preceding the maturity date. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company common stock or a combination of cash and shares of the Company common stock, at its election. The Indenture contains covenants that, among other things, restrict the Company’s ability to merge, consolidate or sell, or otherwise dispose of, substantially all of its assets. These limitations are subject to a number of important qualifications and exceptions. The Indenture contains customary Events of Default (as defined in the Indenture), including default for 30 days in the payment when due of interest on the notes; default in the payment when due (at maturity, upon redemption or otherwise) of the principal of the notes; failure to comply with covenants and other obligations under the Indenture, including delivery of required notices and obligations in connection with conversion, in certain cases subject to notice and grace periods; payment defaults and accelerations with respect to other indebtedness of the Company and its significant subsidiaries in the aggregate principal amount of $10.0 million or more; failure by the Company or its significant subsidiaries to pay certain final judgments aggregating in excess of $10.0 million within 60 consecutive days of such final judgment; and specified events involving bankruptcy, insolvency or reorganization of the Company or its significant subsidiaries. Upon an Event of Default, the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding may declare all the notes to be due and payable immediately. In the case of Events of Default relating to bankruptcy, insolvency or reorganization, all outstanding notes will become due and payable immediately without further action or notice. Termination of Citizens Bank Credit Agreement In connection with its issuance of the notes, on April 15, 2019, the Company repaid all amounts outstanding under, and terminated, the Credit Agreement. The Credit Agreement had provided for revolving loans in an aggregate principal amount of up to $25.0 million , or, during any Borrowing Base Period (as defined in the Credit Agreement), up to the lesser of $25.0 million and the Borrowing Base (as defined in the Credit Agreement), less any principal amount outstanding. Borrowings under the Credit Agreement were scheduled to fully mature on June 5, 2021. Internal Investigation On April 10, 2019, the SEC notified the Company that based on current information, it did not intend to recommend enforcement against the Company; shortly, thereafter, the DOJ advised that it did not intend to proceed. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | The aggregate performance obligations attributable to our two reporting segments, Restaurant/Retail and Government, is as follows (in thousands): As of March 31, 2019 Current - under one year Non-current - over one year Restaurant 11,198 4,807 Government 337 — TOTAL 11,535 4,807 As of December 31, 2018 Current - under one year Non-current - over one year Restaurant 9,320 4,407 Government 325 — TOTAL 9,645 4,407 |
Schedule of Disaggregated Revenue | Disaggregation of revenue for the three months ended March 31, 2019 and March 31, 2018 is as follows (in thousands): Three months ended March 31, 2019 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant 22,336 5,790 — Grocery 490 944 — Mission Systems — — 8,546 ISR Solutions — — 6,576 TOTAL 22,826 6,734 15,122 Three months ended March 31, 2018 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant 32,164 5,857 — Grocery 753 746 — Mission Systems — — 8,334 ISR Solutions — — 7,807 TOTAL 32,917 6,603 16,141 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information Related to Leases | Three Months Ended March 31, 2019 March 31, 2018 Operating lease cost $ 546 $ 457 Total lease cost $ 546 $ 457 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 546 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: March 31, 2019 Operating leases Operating lease right-of-use assets 3,697 Operating lease liabilities - current portion 1,540 Operating lease liabilities - net of current portion 2,177 Total operating lease liabilities 3,717 Weighted-average remaining lease term Operating leases 3.4 years Weighted-average discount rate Operating leases 4 % |
Future Minimum Lease Payments | Future minimum lease payments are as follows: Operating Leases 2019 $ 1,652 2020 1,006 2021 902 2022 752 2023 574 Thereafter 75 Total lease payments 4,961 Less: interest (1,244 ) Total $ 3,717 |
Future Minimum Lease Payments for Operating Leases | As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year would have been as follows: Total Less 1-3 Years 3 - 5 More than 5 Operating leases $ 4,961 $ 1,652 $ 1,908 $ 1,326 $ 75 Total $ 4,961 — $ 1,652 — $ 1,908 $ 1,326 $ 75 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | The Company’s accounts receivable, net, consists of (in thousands): March 31, 2019 December 31, 2018 Government reporting segment: Billed $ 10,428 $ 9,100 Advanced billings (243 ) (563 ) 10,185 8,537 Restaurant/Retail reporting segment: 19,126 17,682 Accounts receivable - net $ 29,311 $ 26,219 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are primarily used in the manufacture, maintenance and service of Restaurant/Retail reporting segment products. The components of inventories, net, consist of the following (in thousands): March 31, 2019 December 31, 2018 Finished goods $ 11,312 $ 12,472 Work in process 452 67 Component parts 4,522 4,716 Service parts 6,353 5,482 $ 22,639 $ 22,737 |
Identifiable Intangible Asset_2
Identifiable Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of identifiable intangible assets, excluding discontinued operations | The components of identifiable intangible assets are (in thousands): March 31, 2019 December 31, 2018 Estimated Useful Life Acquired and internally developed software costs $ 23,013 $ 21,977 3 - 7 years Customer relationships 160 160 7 years Non-competition agreements 30 30 1 year 23,203 22,167 Less accumulated amortization (12,427 ) (11,708 ) $ 10,776 $ 10,459 Trademarks, trade names (non-amortizable) 400 400 N/A $ 11,176 $ 10,859 |
Schedule of future amortization of intangible assets | The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, is as follows (in thousands): 2019 $ 2,046 2020 2,653 2021 1,549 2022 649 2023 365 Thereafter 3,514 Total $ 10,776 |
Net (loss) income per share (Ta
Net (loss) income per share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of the weighted average shares outstanding for the basic and diluted EPS computations | The following is a reconciliation of the weighted average of shares of common stock outstanding for the basic and diluted EPS computations (in thousands, except per share data): Three Months 2019 2018 Net (loss) income $ (2,729 ) $ 68 Basic: Shares outstanding at beginning of period 16,041 15,949 Weighted average shares issued/(repurchased) during the period, net 3 (1 ) Weighted average common shares, basic 16,044 15,948 Net (loss) income per common share, basic $ (0.17 ) $ — Diluted: Weighted average common shares, basic 16,044 15,948 Dilutive impact of stock options and restricted stock awards — 338 Weighted average common shares, diluted 16,044 16,286 Net (loss) income per common share, diluted $ (0.17 ) $ — |
Segment and Related Informati_2
Segment and Related Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of information of the company's segments | Information as to the Company’s reporting segments is set forth below (in thousands). Three Months 2019 2018 Revenues: Restaurant/Retail $ 29,560 $ 39,520 Government 15,122 16,141 Total $ 44,682 $ 55,661 Operating (loss) income: Restaurant/Retail $ (2,982 ) $ (608 ) Government 1,363 1,266 Other (482 ) (520 ) (2,101 ) 138 Other (expense) income, net (430 ) 49 Interest expense, net (146 ) (41 ) (Loss) income before provision for income taxes $ (2,677 ) $ 146 Depreciation, amortization and accretion: Restaurant/Retail $ 868 $ 908 Government 19 5 Other 125 149 Total $ 1,012 $ 1,062 Capital expenditures including software costs: Restaurant/Retail $ 1,063 $ 1,139 Government 176 — Other 684 531 Total $ 1,923 $ 1,670 Revenues by country: United States $ 41,925 $ 52,678 Other Countries 2,757 2,983 Total $ 44,682 $ 55,661 |
Schedule of identifiable assets by reporting segment | The following table represents identifiable assets by reporting segment (in thousands). March 31, 2019 December 31, 2018 Restaurant/Retail $ 73,255 $ 68,004 Government 13,487 9,867 Other 18,306 16,810 Total $ 105,048 $ 94,681 |
Schedule of revenue by geographic area | The following table represents assets by country based on the location of the assets (in thousands). March 31, 2019 December 31, 2018 United States $ 95,105 $ 84,652 Other Countries 9,943 10,029 Total $ 105,048 $ 94,681 |
Schedule of goodwill by reporting segment | The following table represents goodwill by reporting unit (in thousands). March 31, 2019 December 31, 2018 Restaurant/Retail $ 10,315 $ 10,315 Government 736 736 Total $ 11,051 $ 11,051 |
Schedule of revenue by major customers | Customers comprising 10% or more of the Company’s total revenues are summarized as follows: Three Months 2019 2018 Restaurant/Retail reporting segment: McDonald’s Corporation 10 % 27 % Yum! Brands, Inc. 13 % 11 % Government reporting segment: U.S. Department of Defense 34 % 29 % All Others 43 % 33 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of changes in fair value of the company's Level 3 assets and liabilities that are measured at fair value on a recurring basis | The following table presents a summary of changes in fair value of the Company’s Level 3 assets and liabilities that are measured at fair value on a recurring basis, and are recorded as a component of other long-term liabilities on the consolidated balance sheet (in thousands): Level 3 Inputs Liabilities Balance at December 31, 2018 $ 2,550 New level 3 liability — Total gains (losses) reported in earnings — Settlement of Level 3 liabilities (2,550 ) Balance at March 31, 2019 $ — |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Performance Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue recognized included in contract liabilities at beginning of period | $ 5,700 | |
Current - under one year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | $ 11,535 | $ 9,645 |
Performance obligation, percentage | 70.00% | |
Current - under one year | Restaurant | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | $ 11,198 | 9,320 |
Current - under one year | Government | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | 337 | 325 |
Non-current - over one year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | $ 4,807 | 4,407 |
Performance obligations, period | 60 months | |
Non-current - over one year | Restaurant | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | $ 4,807 | 4,407 |
Non-current - over one year | Government | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | $ 0 | $ 0 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 44,682,000 | $ 55,661,000 |
Point in Time | Restaurant/Retail | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 22,826,000 | 32,917,000 |
Point in Time | Restaurant/Retail | Restaurant | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 22,336,000 | 32,164,000 |
Point in Time | Restaurant/Retail | Grocery | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 490,000 | 753,000 |
Point in Time | Restaurant/Retail | Mission Systems | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Point in Time | Restaurant/Retail | ISR Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Over Time | Restaurant/Retail | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,734,000 | 6,603,000 |
Over Time | Restaurant/Retail | Restaurant | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,790,000 | 5,857,000 |
Over Time | Restaurant/Retail | Grocery | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 944,000 | 746,000 |
Over Time | Restaurant/Retail | Mission Systems | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Over Time | Restaurant/Retail | ISR Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Over Time | Government | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 15,122,000 | 16,141,000 |
Over Time | Government | Restaurant | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Over Time | Government | Grocery | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Over Time | Government | Mission Systems | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,546,000 | 8,334,000 |
Over Time | Government | ISR Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 6,576,000 | $ 7,807,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 3,697 | |
Total | $ 3,717 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 5 years | |
Accounting Standards Update 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 4,000 | |
Total | $ 4,000 |
Leases - Lease Cost and Supplem
Leases - Lease Cost and Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Leases [Abstract] | ||
Operating lease cost | $ 546 | |
Operating lease cost | $ 457 | |
Total lease cost | 546 | |
Total lease cost | $ 457 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows paid for operating leases | $ 546 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 3,697 |
Operating lease liabilities - current portion | 1,540 |
Operating lease liabilities - net of current portion | 2,177 |
Total operating lease liabilities | $ 3,717 |
Weighted-average remaining lease term, operating leases | 3 years 5 months |
Weighted-average discount rate, operating leases | 4.00% |
Leases Leases - Future Minimum
Leases Leases - Future Minimum Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Operating Leases, After Adoption of 842: | ||
2019 | $ 1,652 | |
2020 | 1,006 | |
2021 | 902 | |
2022 | 752 | |
2023 | 574 | |
Thereafter | 75 | |
Total lease payments | 4,961 | |
Less: interest | (1,244) | |
Total | $ 3,717 | |
Operating Leases, Before Adoption of 842: | ||
Total | $ 4,961 | |
Less Than 1 Year | 1,652 | |
1-3 Years | 1,908 | |
3 - 5 Years | 1,326 | |
More than 5 Years | $ 75 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable [Abstract] | ||
Accounts receivable - net | $ 29,311 | $ 26,219 |
Government | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 10,185 | 8,537 |
Government | Billed | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 10,428 | 9,100 |
Government | Advanced billings | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | (243) | (563) |
Restaurant/Retail | ||
Accounts Receivable [Abstract] | ||
Accounts receivable - net | 19,126 | 17,682 |
Allowance for doubtful accounts | $ 1,400 | $ 1,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory, Net, Items Net of Reserve Alternative [Abstract] | ||
Finished goods | $ 11,312 | $ 12,472 |
Work in process | 452 | 67 |
Component parts | 4,522 | 4,716 |
Service parts | 6,353 | 5,482 |
Inventories-net | 22,639 | 22,737 |
Inventory reserves | $ 10,400 | $ 9,800 |
Identifiable Intangible Asset_3
Identifiable Intangible Assets and Goodwill (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Capitalized software development costs | $ 1,000 | $ 1,100 | |
Amortization of capitalized software development costs | 500 | 800 | |
Amortization of intangible assets | $ 241 | 241 | |
Number of operating segments | segment | 2 | ||
Goodwill | $ 11,051 | $ 11,051 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-lived intangible assets, gross | 23,203 | 22,167 | |
Less accumulated amortization | (12,427) | (11,708) | |
Total | 10,776 | 10,459 | |
Total intangible assets, net | 11,176 | 10,859 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2019 | 2,046 | ||
2020 | 2,653 | ||
2021 | 1,549 | ||
2022 | 649 | ||
2023 | 365 | ||
Thereafter | 3,514 | ||
Total | $ 10,776 | 10,459 | |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 7 years | ||
Brink Acquisition | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 200 | $ 200 | |
Internal use software | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | ||
Internal use software | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 7 years | ||
Acquired and internally developed software costs | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-lived intangible assets, gross | $ 23,013 | 21,977 | |
Acquired and internally developed software costs | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 3 years | ||
Acquired and internally developed software costs | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 7 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 7 years | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-lived intangible assets, gross | $ 160 | 160 | |
Non-competition agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful life | 1 year | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-lived intangible assets, gross | $ 30 | 30 | |
Restaurant/Retail | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 10,300 | 10,300 | |
Government | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 800 | 800 | |
Trademarks, trade names (non-amortizable) | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 400 | $ 400 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation [Abstract] | ||
Equity based compensation | $ 248 | $ 181 |
Stock-based compensation expense, tax benefit | 27 | $ 0 |
Unrecognized compensation expense | $ 1,900 |
Net (loss) income per share (De
Net (loss) income per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share Reconciliation [Abstract] | ||||
Net (loss) income | $ (2,729) | $ 68 | ||
Basic: | ||||
Shares outstanding at beginning of period (in shares) | 16,041,000 | 15,949,000 | ||
Weighted average shares issued during the period, net (in shares) | 3,000 | |||
Weighted average shares (repurchased) during the period, net (in shares) | (1,000) | |||
Weighted average common shares, basic (in shares) | 16,044,000 | 15,948,000 | ||
Net (loss) income from continuing operations per common share, basic (in dollars per shares) | $ (0.17) | $ 0 | ||
Diluted: | ||||
Weighted average common shares, basic (in shares) | 16,044,000 | 15,948,000 | ||
Dilutive impact of stock options and restricted stock awards (in shares) | 0 | 338,000 | ||
Weighted average common shares, diluted (in shares) | 16,044,000 | 16,286,000 | ||
Net (loss) income from continuing operations per common share, diluted (in dollars per share) | $ (0.17) | $ 0 | ||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive stock options outstanding (in shares) | 486,000 | 0 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Expenses relating to investigation | $ 0.2 | $ 0.3 |
Segment and Related Informati_3
Segment and Related Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)hsegment | Mar. 31, 2018USD ($) | |
Segment and Related Information [Abstract] | ||
Number of reportable segments | segment | 2 | |
Number of hours of telephone support for restaurant and retail segment | h | 24 | |
Information as to the Company's segments [Abstract] | ||
Revenue | $ 44,682 | $ 55,661 |
Operating (loss) income | (2,101) | 138 |
Other (expense) income, net | (430) | 49 |
Interest expense, net | (146) | (41) |
(Loss) income before provision for income taxes | (2,677) | 146 |
Depreciation, amortization and accretion | 1,012 | 1,062 |
Capital expenditures including software costs | 1,923 | 1,670 |
Operating segments | Restaurant/Retail | ||
Information as to the Company's segments [Abstract] | ||
Revenue | 29,560 | 39,520 |
Operating (loss) income | (2,982) | (608) |
Depreciation, amortization and accretion | 868 | 908 |
Capital expenditures including software costs | 1,063 | 1,139 |
Operating segments | Government | ||
Information as to the Company's segments [Abstract] | ||
Revenue | 15,122 | 16,141 |
Operating (loss) income | 1,363 | 1,266 |
Depreciation, amortization and accretion | 19 | 5 |
Capital expenditures including software costs | 176 | 0 |
Other | ||
Information as to the Company's segments [Abstract] | ||
Operating (loss) income | (482) | (520) |
Depreciation, amortization and accretion | 125 | 149 |
Capital expenditures including software costs | 684 | 531 |
Reportable geographical components | United States | ||
Information as to the Company's segments [Abstract] | ||
Revenue | 41,925 | 52,678 |
Reportable geographical components | Other Countries | ||
Information as to the Company's segments [Abstract] | ||
Revenue | $ 2,757 | $ 2,983 |
Segment and Related Informati_4
Segment and Related Information, Reconciliation of Segment Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | $ 105,048 | $ 94,681 |
Goodwill by business segment [Abstract] | ||
Goodwill | 11,051 | 11,051 |
Restaurant/Retail | ||
Goodwill by business segment [Abstract] | ||
Goodwill | 10,300 | 10,300 |
Government | ||
Goodwill by business segment [Abstract] | ||
Goodwill | 800 | 800 |
Operating segments | Restaurant/Retail | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 73,255 | 68,004 |
Goodwill by business segment [Abstract] | ||
Goodwill | 10,315 | 10,315 |
Operating segments | Government | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 13,487 | 9,867 |
Goodwill by business segment [Abstract] | ||
Goodwill | 736 | 736 |
Reportable geographical components | United States | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 95,105 | 84,652 |
Reportable geographical components | Other Countries | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | 9,943 | 10,029 |
Other | ||
Identifiable assets by geographic area [Abstract] | ||
Identifiable assets | $ 18,306 | $ 16,810 |
Segment and Related Informati_5
Segment and Related Information, Revenue by Major Customers (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Operating segments | Restaurant/Retail | McDonald’s Corporation | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10.00% | 27.00% |
Operating segments | Restaurant/Retail | Yum! Brands, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 13.00% | 11.00% |
Operating segments | Government | U.S. Department of Defense | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 34.00% | 29.00% |
Other | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 43.00% | 33.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Amounts owed to employees participating in the Deferred Compensation Plan | $ 3,200 | $ 3,600 | |
Payment for contingent consideration associated with Brink Earn Out | 2,550 | $ 0 | 3,000 |
Obligations | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Balance at beginning of period | 2,550 | ||
New level 3 liability | 0 | ||
Total gains (losses) reported in earnings | 0 | ||
Settlement of Level 3 liabilities | (2,550) | ||
Balance at end of period | $ 0 | $ 2,550 |
Related Party Transactions (Det
Related Party Transactions (Details) - Corporate Wellness Facility - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Monthly rental income from related parties | $ 9,775 | |
Expenses incurred | 0 | $ 55,000 |
Rental income | ||
Related Party Transaction [Line Items] | ||
Rental income received | $ 0 | $ 29,325 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Apr. 15, 2019USD ($)trading_day | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Apr. 14, 2019USD ($) | Apr. 10, 2019USD ($) |
Subsequent Event [Line Items] | |||||
Repayment of amounts outstanding under Credit Agreement | $ 0 | $ 48 | |||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Net proceeds from sale of notes | $ 75,200 | ||||
Convertible debt, threshold, trading days | trading_day | 20 | ||||
Convertible debt, threshold, consecutive trading days | trading_day | 30 | ||||
Convertible debt, threshold percentage | 130.00% | ||||
Convertible debt, measurement period | 5 days | ||||
Convertible debt, measurement period percentage | 98.00% | ||||
Description of event of default, default on payment of interest period | 30 days | ||||
Description of event of default, aggregate principal amount of final judgments | $ 10,000 | ||||
Description of event of default, final judgment payment period | 60 days | ||||
Percentage of principal amount due if event of default occurs (at least) | 25.00% | ||||
Subsequent Event | Revolving Loans | Citizens Bank, N.A. | |||||
Subsequent Event [Line Items] | |||||
Repayment of amounts outstanding under Credit Agreement | $ 16,100 | ||||
Revolving loans, aggregate principal amount | $ 25,000 | ||||
Subsequent Event | Convertible Senior Notes due 2024 | Convertible Notes | |||||
Subsequent Event [Line Items] | |||||
Issuance and sale of notes | $ 80,000 | ||||
Stated interest rate | 4.50% |