Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 11, 2020 | Jun. 30, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 373,237,519 | ||
Entity Common Stock, Shares Outstanding | 18,275,044 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 28,036 | $ 3,485 |
Accounts receivable-net | 41,774 | 26,219 |
Inventories-net | 19,326 | 22,737 |
Other current assets | 4,427 | 3,251 |
Total current assets | 93,563 | 55,692 |
Property, plant and equipment - net | 14,351 | 12,575 |
Goodwill | 41,386 | 11,051 |
Intangible assets - net | 32,948 | 10,859 |
Lease right-of-use assets | 3,017 | |
Other assets | 4,347 | 4,504 |
Total Assets | 189,612 | 94,681 |
Current liabilities: | ||
Current portion of long-term debt | 630 | 0 |
Borrowings on line of credit | 0 | 7,819 |
Accounts payable | 16,385 | 12,644 |
Accrued salaries and benefits | 7,769 | 5,940 |
Accrued expenses | 3,176 | 2,113 |
Lease liability current portion | 2,060 | |
Customer deposits and deferred service revenue | 12,084 | 9,851 |
Other current liabilities | 0 | 2,550 |
Total current liabilities | 42,104 | 40,917 |
Lease liabilities - net of current portion | 1,021 | |
Long-term debt | 62,414 | 0 |
Deferred revenue – noncurrent | 3,916 | 4,407 |
Other long-term liabilities | 7,310 | 3,411 |
Total liabilities | 116,765 | 48,735 |
Shareholders’ Equity: | ||
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.02 par value, 29,000,000 shares authorized; 18,360,205 and 17,879,761 shares issued, 16,629,177 and 16,171,652 outstanding at December 31, 2019 and December 31, 2018, respectively | 367 | 357 |
Capital in excess of par value | 94,372 | 50,251 |
(Accumulated deficit) retained earnings | (10,144) | 5,427 |
Accumulated other comprehensive loss | (5,368) | (4,253) |
Treasury stock, at cost, 1,731,028 and 1,708,109 shares at December 31, 2019 and December 31, 2018, respectively | (6,380) | (5,836) |
Total shareholders’ equity | 72,847 | 45,946 |
Total Liabilities and Shareholders’ Equity | $ 189,612 | $ 94,681 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 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 |
Preferred stock, outstanding (in shares) | 0 | 0 |
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) | 18,360,205 | 17,879,761 |
Common stock, outstanding (in shares) | 16,629,177 | 16,171,652 |
Treasury stock, at cost (in shares) | 1,731,028 | 1,708,109 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net revenues: | ||
Total net revenues | $ 187,232 | $ 201,246 |
Costs of sales: | ||
Total costs of sales | 148,758 | 162,783 |
Gross margin | 38,474 | 38,463 |
Operating expenses: | ||
Selling, general and administrative | 37,014 | 34,983 |
Research and development | 13,372 | 12,412 |
Amortization of identifiable intangible assets | 1,219 | 966 |
Total operating expenses | 51,605 | 48,361 |
Other (expense) income, net | (1,503) | 306 |
Interest expense, net | (4,571) | (387) |
Loss before provision for income taxes | (19,205) | (9,979) |
Benefit from (provision for) income taxes | 3,634 | (14,143) |
Net loss | $ (15,571) | $ (24,122) |
Basic Loss per Share: | ||
Net loss (in dollars per share) | $ (0.96) | $ (1.50) |
Diluted Loss per Share: | ||
Net loss (in dollars per share) | $ (0.96) | $ (1.50) |
Weighted average shares outstanding | ||
Basic (in shares) | 16,223 | 16,041 |
Diluted (in shares) | 16,223 | 16,041 |
Product | ||
Net revenues: | ||
Total net revenues | $ 66,329 | $ 78,787 |
Costs of sales: | ||
Total costs of sales | 51,147 | 60,694 |
Service | ||
Net revenues: | ||
Total net revenues | 56,978 | 55,282 |
Costs of sales: | ||
Total costs of sales | 39,368 | 42,107 |
Contract | ||
Net revenues: | ||
Total net revenues | 63,925 | 67,177 |
Costs of sales: | ||
Total costs of sales | $ 58,243 | $ 59,982 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (15,571) | $ (24,122) |
Other comprehensive loss, net of applicable tax: | ||
Foreign currency translation adjustments | (1,115) | (823) |
Comprehensive loss | $ (16,686) | $ (24,945) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Capital in excess of Par Value | (Accumulated Deficit) 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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (24,122) | (24,122) | ||||
Issuance of common stock upon the exercise of stock options (in shares) | 168,000 | |||||
Issuance of common stock upon the exercise of stock options | 866 | $ 3 | 863 | |||
Net issuance of restricted stock awards (in shares) | 34,000 | |||||
Net issuance of restricted stock awards | 0 | $ 0 | ||||
Equity based compensation | 1,039 | 1,039 | ||||
Foreign currency translation adjustments | $ (823) | (823) | ||||
Balance (in shares) at Dec. 31, 2018 | 16,171,652 | 17,879,000 | (1,708,000) | |||
Balance at Dec. 31, 2018 | $ 45,946 | $ 357 | 50,251 | 5,427 | (4,253) | $ (5,836) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | $ (15,571) | (15,571) | ||||
Issuance of common stock upon the exercise of stock options (in shares) | 256,000 | 256,000 | ||||
Issuance of common stock upon the exercise of stock options | $ 1,433 | $ 5 | 1,428 | |||
Net issuance of restricted stock awards (in shares) | 225,000 | |||||
Net issuance of restricted stock awards | 0 | $ 5 | (5) | |||
Treasury stock acquired from employees upon exercise of stock options (in shares) | (23,000) | |||||
Treasury stock acquired from employees upon exercise of stock options | (544) | $ (544) | ||||
Equity based compensation | 2,706 | 2,706 | ||||
Acquisition consideration | 27,527 | 27,527 | ||||
Convertible notes conversion discount | 12,465 | 12,465 | ||||
Foreign currency translation adjustments | $ (1,115) | (1,115) | ||||
Balance (in shares) at Dec. 31, 2019 | 16,629,177 | 18,360,000 | (1,731,000) | |||
Balance at Dec. 31, 2019 | $ 72,847 | $ 367 | $ 94,372 | $ (10,144) | $ (5,368) | $ (6,380) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Convertible notes conversion discount, taxes | $ 4.1 |
Issuance cost, equity component | $ 1.1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (15,571) | $ (24,122) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization, and accretion | 7,255 | 4,730 |
Impairment loss | 0 | 1,585 |
Provision for bad debts | 830 | 805 |
Provision for obsolete inventory | 597 | 845 |
Equity based compensation | 2,706 | 1,039 |
Change in fair value of contingent consideration | 0 | (450) |
Deferred income tax | (4,002) | 13,809 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (15,640) | 3,053 |
Inventories | 1,864 | (1,836) |
Other current assets | (1,004) | 958 |
Other assets | 436 | (197) |
Accounts payable | 3,741 | (1,688) |
Accrued expenses | 4,241 | (3,274) |
Customer deposits | 1,243 | 1,349 |
Other long-term liabilities | (2,825) | (455) |
Net cash used in operating activities | (16,129) | (3,849) |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (19,835) | 0 |
Capital expenditures | (2,462) | (3,948) |
Capitalization of software costs | (4,068) | (3,892) |
Proceeds from sale of business | 2,482 | 1,126 |
Net cash used in provided by investing activities | (23,883) | (6,714) |
Cash flows from financing activities: | ||
Payments of long-term debt | 0 | (380) |
Payment of contingent consideration for Brink Earn Out | (2,550) | 0 |
Payments on bank borrowing | (17,459) | (50,470) |
Proceeds on bank borrowing | 9,640 | 57,339 |
Proceeds from notes payable, net of issuance costs | 75,039 | 0 |
Proceeds from stock awards | 1,433 | 860 |
Treasury stock acquired from employees | (544) | 0 |
Net cash provided by financing activities | 65,559 | 7,349 |
Effect of exchange rate changes on cash and cash equivalents | (996) | 99 |
Net increase (decrease) in cash and cash equivalents | 24,551 | (3,115) |
Cash and cash equivalents at beginning of period | 3,485 | 6,600 |
Cash and cash equivalents at end of period | 28,036 | 3,485 |
Cash paid during the period for: | ||
Interest | 1,293 | 308 |
Income taxes, net of refunds | (321) | 285 |
Non-cash investing and financing: | ||
Notes payable for AccSys | 2,000 | 0 |
Common stock to be issued for AccSys | 27,527 | 0 |
Contingent consideration for AccSys | $ 3,340 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Business PAR Technology Corporation (the "Company" or "PAR," "we," or "us"), through its consolidated subsidiaries, operates in two segments - the Restaurant/Retail segment and the Government segment. The Restaurant/Retail segment provides point-of-sale (POS) software, hardware, and integrated technical solutions to the restaurant and retail industries. The Government segment provides intelligence, surveillance, and reconnaissance solutions and mission systems support to the United States Department of Defense and other Federal agencies. In addition, the consolidated financial statements include corporate and eliminations, which is comprised of enterprise-wide functional departments. Basis of consolidation The consolidated financial statements include the accounts of PAR Technology Corporation and its consolidated subsidiaries (ParTech, Inc., ParTech (Shanghai) Company Ltd., PAR Springer-Miller Systems, Inc., Springer-Miller Canada, ULC, PAR Canada ULC, Brink Software, Inc., AccSys, LLC, PAR Government Systems Corporation and Rome Research Corporation), collectively referred to as the “Company.” All significant intercompany transactions have been eliminated in consolidation. Business combinations The Company accounts for business combinations pursuant to ASC 805, Business Combinations, which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is allocated to goodwill (the “Acquisition Method”). The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price and the assets acquired and liabilities assumed at the acquisition date. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company’s consolidated financial statements and results of operations reflect an acquired business after the completion of the acquisition. Contingent c onsideration The Company determines the acquisition date fair value of contingent consideration 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 Measurement. As it relates to the contingent consideration associated with the Brink Acquisition and the Restaurant Magic Acquisition we may use various valuation techniques depending on the terms and conditions of the contingent consideration, including a Monte-Carlo simulation. This simulation uses probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. The Restaurant Magic Acquisition resulted in a liability for the contingent consideration being recorded in the amount of $3.3 million during 2019. The liability for the contingent consideration was established at the time of the acquisition and will be evaluated quarterly based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. During 2018, we recorded a $0.5 million adjustment to decrease the fair value of the contingent consideration related to the Brink Acquisition which was paid in full at December 31, 2019. Revenue recognition policy See Note 4 – Revenue Recognition – for revenue recognition policy and disclosures. Warranty provisions Warranty provisions for product warranties are recorded in the period in which the Company becomes obligated to honor the warranty, which generally is the period in which the related product revenue is recognized. The Company accrues warranty reserves based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. When a sale is consummated, a warranty reserve is recorded based upon the estimated cost to provide the service over the warranty period which can range from 12 months to 36 months. Cash and cash equivalents The Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cash equivalents. Accounts receivable – Allowance for doubtful accounts Allowances for doubtful accounts are based on estimates of probable losses related to accounts receivable balances. The establishment of allowances requires the use of judgment and assumptions regarding probable losses on receivable balances. The Company continuously monitors collections and payments from our customers and maintains a provision for estimated credit losses based on our historical experience and any specific customer collection issues that we have identified. Thus, if the financial condition of our customers were to deteriorate, our actual losses may exceed our estimates, and additional allowances would be required. Inventories The Company’s inventories are valued at the lower of cost and net realizable value, with cost determined using the first-in, first-out (“FIFO”) method. The Company uses certain estimates and judgments and considers several factors including product demand, changes in customer requirements and changes in technology to provide for excess and obsolescence reserves to properly value inventory. Property, plant and equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to twenty-five years . Expenditures for maintenance and repairs are expensed as incurred. Other assets Other assets primarily consist of cash surrender value of life insurance related to the Company’s Deferred Compensation Plan eligible to certain employees. The funded balance is reviewed on an annual basis. Income taxes The provision for income taxes is based upon pretax earnings with deferred income taxes provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The Company records a valuation allowance when necessary to reduce deferred tax assets to their net realizable amounts. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Other current liabilities Other current liabilities represent the fair value of the contingent consideration payable related to the Brink Acquisition. At December 31, 2018 , the amount in other current liabilities related to contingent consideration was $2.5 million and was paid in full as of December 31, 2019. Other long-term liabilities Other long-term liabilities represent amounts owed to employees that participate in the Company’s Deferred Compensation Plan and contingent consideration payable related to the Restaurant Magic Acquisition. Amounts owed to employees participating in the Deferred Compensation Plan at December 31, 2019 were $3.2 million as compared to $3.4 million at December 31, 2018 . At December 31, 2019 the amount of contingent consideration in other long-term liabilities was $3.3 million . Foreign currency The assets and liabilities for the Company’s international operations are translated into U.S. dollars using year-end exchange rates. Income statement items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are recorded as a separate component of shareholders’ equity under the heading Accumulated Other Comprehensive Loss. Exchange gains and losses on intercompany balances of permanently invested long-term loans are also recorded as a translation adjustment and are included in Accumulated Other Comprehensive Loss. Foreign currency transaction gains and losses are recorded in other income, net in the accompanying statements of operations. Other income, net The components of other income, net from continuing operations for the years ended December 31 are as follows: Year ended December 31 (in thousands) 2019 2018 Foreign currency loss $ (83 ) $ (258 ) Rental loss-net (996 ) (865 ) Gain on sale of real estate — 649 Fair value adjustment contingent consideration — 450 Other (424 ) 330 Other income, net $ (1,503 ) $ 306 In 2018, we recorded a $0.5 million adjustment to decrease the fair value of the Company's contingent consideration related to the Brink Acquisition. Also, during 2019 and 2018, the Company incurred a net loss on rental contracts of approximately $1.0 million and $0.9 million , respectively. Identifiable intangible assets The Company's identifiable intangible assets represent intangible assets acquired in the Brink Acquisition, the Drive-Thru Acquisition, the Restaurant Magic 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 software 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" - for software cost related to sold as a perpetual license) are capitalized and amortized on a product-by-product basis when the software product is available for general release to customers. Included in "Acquired and internally developed software costs" in the table below are approximately $2.5 million and $3.0 million of costs related to software products that have not satisfied the general release threshold as of December 31, 2019 and December 31, 2018 , respectively. These software products are expected to satisfy the general release threshold within the next 12 months. 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. Long-lived assets are tested for impairment when events or conditions indicate that the carrying value of an asset may not be fully recoverable from future cash flows. Software costs capitalized during the years ended 2019 and 2018 were $ 4.1 million and $ 3.9 million , respectively. Annual amortization charged to cost of sales when a product is available for general release to customers 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 a product bear to the total of current and anticipated future gross revenues for that product. Amortization of capitalized software costs amounted to $3.3 million and $3.5 million , in 2019 and 2018 , respectively. The components of identifiable intangible assets, excluding discontinued operations, are: December 31, (in thousands) 2019 2018 Estimated Useful Life Acquired and internally developed software costs $ 36,137 $ 18,972 3 - 7 years Customer relationships 4,860 160 7 years Non-compete agreements 30 30 1 year 41,027 19,162 Less accumulated amortization (12,389 ) (11,708 ) $ 28,638 $ 7,454 Internally developed software costs not meeting general release threshold 2,500 3,005 Trademarks, trade names (non-amortizable) 1,810 400 Indefinite $ 32,948 $ 10,859 The expected future amortization of these intangible assets assuming straight-line amortization of capitalized software costs and acquisition related intangibles is as follows (in thousands): 2020 $ 6,340 2021 5,493 2022 4,315 2023 3,186 2024 3,186 Thereafter 6,118 Total $ 28,638 The Company has tested for impairment of indefinite lived intangible assets during the fourth quarter of its fiscal year. To value the indefinite lived intangible assets, the Company utilizes the royalty method to estimate the fair values of the trademarks and trade names. There was no impairment to indefinite lived intangible assets in 2019 or 2018 . The Company recorded an impairment charge of $0.7 million and $1.6 million on capitalized software related to its food safety software solution which had been included in costs of service for the years ended December 31, 2019 and December 31, 2018 , respectively. Stock-based compensation The Company recognizes all stock-based compensation to employees, including awards of employee stock options and restricted stock, in the financial statements as compensation cost over the applicable vesting periods using a straight-line expense recognition method, based on their fair value on the date of grant. Loss per share Basic loss per share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share reflect the dilutive impact of outstanding stock options and restricted stock awards. Included in the weighted average shares outstanding is the share consideration in connection with the Restaurant Magic Acquisition (See Note 2 - Acquisitions) in the amount of 908,192 for the period after the close of the transaction. The shares were issued in January 2020, however, no contingencies existed as of the date of the acquisition. The following is a reconciliation of the weighted average shares outstanding for the basic and diluted loss per share computations (in thousands, except share and per share data): December 31, 2019 2018 Net Loss $ (15,571 ) $ (24,122 ) Basic: Weighted average shares outstanding at beginning of year 16,041 15,949 Weighted average shares issued during the year, net 182 92 Weighted average common shares, basic 16,223 16,041 Loss from per common share, basic $ (0.96 ) $ (1.50 ) Diluted: Weighted average common shares, basic 16,223 16,041 Dilutive impact of stock options and restricted stock awards — — Weighted average common shares, diluted 16,223 16,041 Loss per common share, diluted $ (0.96 ) $ (1.50 ) At December 31, 2019 and 2018 there were 383,000 and 750,000 incremental shares, respectively, from the assumed exercise of stock options that were excluded from the computation of diluted earnings per share because of the anti-dilutive effect on earnings per share. There were 308,000 restricted stock awards excluded from the computation of diluted earnings per share for the fiscal year ended 2019 and 113,000 for the fiscal year ended 2018 . Goodwill The Company tests goodwill for impairment on an annual basis, which is on the first day of the fourth quarter, or more often if events or circumstances indicate there may be impairment. The Company operates in two reportable operating segments, which are the reporting units used in the test for goodwill impairment - Restaurant/Retail and Government. Goodwill impairment testing is performed at the sub-segment level (referred to as a reporting unit). Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to a 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. Goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s fair value to its carrying value including goodwill. If the fair value of a reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment, at which time a second step would be performed to measure the amount of impairment. The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated an impairment. We utilize different methodologies in performing the goodwill impairment test for each reporting unit. For both the Restaurant/Retail and Government reporting units, these methodologies include an income approach, namely a discounted cash flow method, and multiple market approaches and the guideline public company method and quoted price method. The valuation methodologies and weightings used in the current year are generally consistent with those used in our past annual impairment tests. The discounted cash flow method derives a value by determining the present value of a projected level of income stream, including a terminal value. This method involves the present value of a series of estimated future cash flows at the valuation date by the application of a discount rate, one which a prudent investor would require before making an investment in our equity. We consider this method to be most reflective of a market participant’s view of fair value given the current market conditions, as it is based on our forecasted results and, therefore, established this method's weighting at 80% of the fair value calculation. Key assumptions within our discounted cash flow model include projected financial operating results, a long-term growth rate of 3% and, depending on the reporting unit, discount rates ranging from 13.0% to 22.0% . As stated above, because the discounted cash flow method derives value from the present value of a projected level of income stream, a modification to our projected operating results, including changes to the long-term growth rate, could impact the fair value. The present value of the cash flows is determined using a discount rate based on the capital structure and capital costs of comparable public companies, as well as company-specific risk premium, as identified by us. A change to the discount rate could impact the fair value determination. The market approach is a generally-accepted way of determining a value indication of a business, business ownership interest, security, or intangible asset by using one or more methods that compare the reporting unit to similar businesses, business ownership interests, securities or intangible assets that have been sold. There are two methodologies considered under the market approach: the public company method and the quoted price method. The public company method and quoted price method of valuation are based on the premise that pricing multiples of publicly traded companies can be used as a tool to be applied in valuing closely held companies. The mechanics of the methods require the use of the stock price in conjunction with other factors to create a pricing multiple that can be used, with certain adjustments, to apply against the reporting unit’s similar factor to determine an estimate of value for the subject company. We consider these methods appropriate because they provide an indication of fair value supported by current market conditions. We established our weighting at 10% of the fair value calculation for the public company method and quoted price method for both the Restaurant/Retail and Government reporting units. The most critical assumption underlying the market approaches we use are the comparable companies selected. Each market approach described above estimates revenue and earnings multiples based on the comparable companies selected. As such, a change in the comparable companies could have an impact on the fair value determination. The amount of goodwill was $41.4 million at December 31, 2019 and $11.1 million at December 31, 2018 . There was no impairment of goodwill for the years ended December 31, 2019 or December 31, 2018 . (in thousands) Goodwill December 31, 2018 $ 11,051 Additions 30,335 December 31, 2019 $ 41,386 Impairment of long-lived assets The Company evaluates the accounting and reporting for the impairment of long-lived assets in accordance with the reporting requirements of ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company will recognize impairment of long-lived assets or asset groups if the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the carrying value of a long-lived asset or asset group is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group for assets to be held and used, or the amount by which the carrying value exceeds the fair market value less cost to sell for assets to be sold. There was no impairment charge in 2019 or 2018 . Use of estimates The preparation of the 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. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date, based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for the Company beginning with its fiscal year ending December 31, 2020, however early application is permitted for reporting periods beginning after December 15, 2018; this standard is not expected to have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates Step 2 from the goodwill impairment test which required entities to compute the implied fair value of goodwill. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 became effective for the Company on January 1, 2020; it is not expected to have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the fair value measurements disclosures with the primary focus to improve effectiveness of disclosures in the notes to the financial statements that is most important to the users. The new guidance modifies the required disclosures related to the valuation techniques and inputs used, uncertainty in measurement, and changes in measurements applied. ASU 2018-13 will be effective for the Company for its fiscal year beginning after December 15, 2019 and each quarterly period thereafter. Early adoption is permitted. The Company is currently assessing the impact this new guidance may have on the Company’s consolidated financial statements and footnote disclosures. In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other (Topic 350) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 provides guidance on the measurement of costs for internal-use software during the design, development, and implementation stages for customers in a cloud hosting arrangement. AU 2018-15 also requires the capitalized costs associated with the design, development and implementation of cloud hosted arrangements to be amortized over the term of the hosting arrangement. ASU 2018-15 became effective for the Company on January 1, 2020; it is not expected to have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We are currently assessing the impact of this standard on our combined financial statements. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases (Topic 842)", impacting the accounting for leases intending to increase transparency and comparability of organizations by requiring balance sheet presentation of leased assets and increased financial statement disclosure of leasing arrangements. The revised standard requires entities to recognize a liability for its lease obligations and a corresponding asset representing the right to use the underlying asset over the lease term. Lease obligations are measured at the present value of lease payments and accounted for using the effective interest method. The accounting for the leased asset differ slightly depending on whether the agreement is deemed to be a financing or operating lease. For finance leases, the leased asset is depreciated on a straight-line basis and recorded separately from the interest expense in the income statement resulting in higher expense in the earlier part of the lease term. For operating leases, the depreciation and interest expense components are combined, recognized evenly over the term of the lease, and presented as a reduction to operating income. The ASU requires that assets and liabilities be presented or disclosed separately and classified appropriately as current and noncurrent. The ASU further requires additional disclosure of certain qualitative and quantitative information related to lease agreements. The new standard was effective for the Company beginning January 1, 2019 (see Note 5 - Leases, to the unaudited interim consolidated financial statements). |
Acquisitions Acquisitions
Acquisitions Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Drive-Thru Acquisition Effective September 30, 2019, the Company, through its wholly-owned subsidiary ParTech, Inc., acquired assets of 3M Company's Drive-Thru Communications Systems business, including the XT-1 and G5 headset systems, contracts and intellectual property associated with the business, for a purchase price of $8.4 million (total fair value of assets were $8.4 million , net of warranty liability of $1.4 million , resulting in cash paid of $7.0 million ). The fair values assigned to the acquired assets and assumed liabilities in the table below are based on our best estimates and assumptions as of the reporting date and are considered preliminary pending finalization. The estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. The assets and liabilities, pending finalization, include the valuation of intangible assets. (in thousands) Purchase price allocation Developed technology $ 1,200 Customer relationships 3,600 Trademarks 510 Goodwill 2,390 Property, plant and equipment – net 712 Total assets 8,412 Warranty liability 1,412 Cash consideration $ 7,000 The estimated fair values of the developed technology, customer relationships, and trademarks were all based on the income approach, which estimates fair value based upon the present value of cash flows that the assets are expected to generate. The method of amortization of identifiable finite-lived intangible assets is based on the expected pattern in which the estimated economic benefits of the respective assets are consumed or otherwise used up. Customer relationships and developed technology assets are amortized on a straight-line basis over their estimated useful lives of five and seven years , respectively. Of the $1,412,000 warranty liability assumed, approximately $712,000 is short-term in nature and is recorded as part of accrued expenses while the remaining $700,000 is recorded as part of other-long term liabilities. During the year ended December 31, 2019, we incurred immaterial acquisition-related expenses, which were recorded in selling, general, and administrative expense. The Company has not presented combined pro forma financial information of the Company and the Drive-Thru Acquisition because the results of operations of the acquired business are considered immaterial. Restaurant Magic Acquisition Effective December 18, 2019, the Company, through its wholly-owned subsidiary ParTech, Inc., acquired 100% of the limited liability company interests of AccSys LLC (f/k/a AccSys, Inc., and otherwise known as Restaurant Magic) in consideration of approximately $43.0 million , of which approximately $13.0 million was paid in cash, $27.5 million was paid in restricted shares of Company common stock (issued in January 2020) and $2.0 million was paid by delivery of a subordinated promissory note. Following the closing of the transaction, the sellers have the opportunity through 2022 to earn additional purchase price consideration subject to the achievement of certain post-closing revenue focused milestones (“Earn-Out”). As of December 31, 2019, the value of the Earn-Out based on the Monte Carlo simulation was $3.3 million . The Earn-Out, if any, will be payable 50% in cash or subordinated promissory notes, or a combination of both, at the Company's election, and 50% in restricted shares of Company common stock. This Earn-out has no maximum payment. The Company issued restricted stock units in connection with its assumption of awards granted by Restaurant Magic to its employees and contractors prior to the closing of the acquisition. The restricted stock units vest in equal annual installments over three ( 3 ) years. During the year ended December 31, 2019 , the Company recognized an immaterial amount of equity compensation expense in selling, general, and administrative expense related to this. The fair values assigned to the acquired assets and assumed liabilities (in thousands) Purchase price allocation Developed technology $ 16,400 Customer relationships 1,100 Trade name 900 Tangible assets 1,344 Goodwill 27,945 Total assets 47,689 Accounts payable and accrued expenses 629 Deferred revenue 715 Earn out liability 3,340 Consideration paid $ 43,005 The estimated fair values of the developed technology, customer relationships, and trademarks were all based on the income approach, which estimates fair value based upon the present value of cash flows that the assets are expected to generate. The method of amortization of identifiable finite-lived intangible assets is based on the expected pattern in which the estimated economic benefits of the respective assets are consumed or otherwise used up. Customer relationships, trade names, and developed technology assets are amortized on a straight-line basis over their estimated useful lives of five and seven years , respectively. During the year ended December 31, 2019, we incurred approximately $0.6 million in acquisition-related expenses, which were recorded in selling, general, and administrative expense. The Company has not presented combined pro forma financial information of the Company and the acquired Restaurant Magic business because the results of operations of the acquired business are considered immaterial. |
Divestiture
Divestiture | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | Divestiture During the second quarter of 2019, ParTech, Inc. entered into an asset purchase agreement to sell substantially all of the assets relating to the SureCheck product group within the Company's Restaurant/Retail segment. The sale does not qualify for treatment as a discontinued operation, and therefore, the SureCheck product group is included in the Company’s continuing operations for all periods presented. During the twelve months ended December 31, 2019 , the Company recorded $1,213,000 of expenses related to the sale of the SureCheck product group, representing $509,000 related to inventory reserve and $704,000 in costs of service related to impairment of intangible assets for the SureCheck product group. For the three months ended December 31, 2019 , the Company made adjustments of ($363,000) related to the sale, representing ($289,000) related to additional inventory reserve and ($74,000) in costs of service adjustments related to impairment of intangible assets. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers, codified as ASC Topic 606 (“ASC 606”). The FASB issued amendments to ASC 606 during 2016. ASC 606 requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and related cash flows arising from arrangements with customers. ASC 606 is effective for annual and interim reporting periods beginning after December 15, 2017. The Company adopted the new standard effective January 1, 2018 using the modified retrospective method. In evaluating the impact of adoption, we reviewed significant open arrangements with customers for each revenue source and adoption did not have a material impact. Our revenue is derived from Software as a Service (SaaS), hardware and software sales, software activation, hardware support, installations, maintenance and professional services. ASC 606 requires us to distinguish and measure performance obligations under customer contracts. Contract consideration is allocated to all performance obligations within the arrangement or contract. Performance obligations that are determined not to be distinct are combined with other performance obligations until the combined unit is determined to be distinct and that combined unit is then recognized as revenue over time or at a point in time depending on when control is transferred. We evaluated the potential performance obligations within our Restaurant/Retail reporting segment and evaluated whether each performance obligation met the ASC 606 criteria to be considered distinct performance obligations. Revenue in the Restaurant/Retail reporting segment is recognized at a point in time for software, hardware and installations. Revenue on these items are recognized when the customer obtains control of the asset. This generally occurs upon delivery and acceptance by the customer or upon installation or delivery to a third party carrier for onward delivery to customer. Additionally, revenue in the Restaurant/Retail reporting segment relating to SaaS, Advanced Exchange programs, on-site support and other services is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance obligations. Our support services are stand-ready obligations that are provided over the life of the contract, generally 12 months. We offer installation services to our customers for hardware and software for which we primarily hire third-party contractors to install the equipment on our behalf. We pay the third-party contractors an installation service fee based on an hourly rate as agreed upon between us and contractor. When third-party installers are used, we determine whether the nature of our performance obligations is to provide the specified goods or services ourselves (principal) or to arrange for the third party to provide the goods or services (agent). In our customer arrangements, we are primarily responsible for providing a good or service, we have inventory risk before the good or service is transferred to the customer, and we have discretion in establishing prices. As a result, we have concluded we are the principal in the arrangement and record installation revenue on a gross basis. The support services associated with hardware and software sales are a "stand-ready obligation" satisfied over time on the basis that customer consumes and receives a benefit from having access to our support resources, when and as needed, throughout the contract term. For this reason, the support services are recognized ratably over the term since we satisfy our obligation to stand ready by performing these services each day. Our contracts typically require payment within 30 to 90 days from the shipping date or installation date, depending on our terms with the customer. The primary method used to estimate standalone selling price is the price that we charge for that good or service when we sell it separately under similar circumstances to similar customers. The Company determines standalone selling price as follows: Hardware, software, and software activation (one-time fee at the initial offering of software or SaaS) performance obligations are recognized at a stand-alone selling price based on the price at which the Company sells the particular good or service separately in similar circumstances and to similar customers. The stand-alone selling price for all other performance obligations, including pass-through hardware (such as terminals, printers, or card readers), hardware support (referred to as Advanced Exchange), installation, maintenance, software upgrades, and professional services (project management) is recognized by using an expected cost plus margin. Our revenue in the Government reporting segment is recognized over time as control is generally transferred continuously to our customers. Revenue generated by the Government reporting segment is predominantly related to services provided, however, revenue is also generated through the sale of materials, software, hardware, and maintenance. For the Government reporting segment cost plus fixed fee contract portfolio, revenue is recognized over time using costs incurred to date to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and general & administrative expenses. Profit is recognized on the fixed fee portion of the contract as costs are incurred and invoiced. Long-term fixed price contracts and programs involve the use of various techniques to estimate total contract revenue and costs. For long-term fixed price contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include: labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; and the performance of subcontractors. Revenue and profit in future periods of contract performance are recognized using the aforesaid assumptions and adjusting the estimate of costs to complete a contract. Once the services provided are determined to be distinct or not distinct, we evaluate how to allocate the transaction price. Generally, the Government reporting segment does not sell the same good or service to similar customers and the contract performance obligations are unique to each government solicitation. The performance obligations are typically not distinct. In cases where there are distinct performance obligations, the transaction price would be allocated to each performance obligation on a ratable basis based upon the standalone selling price of each performance obligation. Cost plus margin is used for the cost plus fixed fee contract portfolios as well as the fixed price and time & materials contracts portfolios to determine the standalone selling price. In determining when to recognize revenue, we analyze whether our performance obligations in our Government contracts are satisfied over a period of time or at a point in time. In general, our performance obligations are satisfied over a period of time. However, there may be circumstances where the latter or both scenarios could apply to a contract. We usually expect payment within 30 to 90 days from the date of service, depending on our terms with the customer. None of our contracts as of December 31, 2019 contained a significant financing component. Performance Obligations Outstanding Our performance obligations outstanding represent the transaction price of firm, non-cancellable orders, with expected delivery dates to customers subsequent to December 31, 2019 , for which work has not yet been performed. The aggregate uncompleted performance obligations attributable to each of our reporting segments is as follows (in thousands): December 31, 2019 Current - under one year Non-current - over one year Restaurant $ 12,063 $ 3,916 Government — — TOTAL $ 12,063 $ 3,916 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, of which we expect to fulfill at a maximum of 60 months. Commissions related to service and support contracts are not significant. During the year ended December 31, 2019 , we recognized service revenue of $7.8 million that was included in contract liabilities at the beginning of the period, respectively. During the year ended December 31, 2018 , we recognized service revenue of $6.8 million that was included in contract liabilities at the beginning of the period, respectively. Disaggregated Revenue We disaggregate revenue from contracts with customers by major product group for each of the reporting segments because we believe it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated revenue is as follows (in thousands): Twelve months ended December 31, 2019 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant $ 92,702 $ 27,224 $ — Grocery 1,155 2,226 — Mission Systems — — 33,512 ISR Solutions — — 30,413 TOTAL $ 93,857 $ 29,450 $ 63,925 Twelve months ended December 31, 2018 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant $ 98,353 $ 29,713 $ — Grocery 2,907 3,096 — Mission Systems — — 34,796 ISR Solutions — — 32,381 TOTAL $ 101,260 $ 32,809 $ 67,177 Practical Expedients and Exemptions We generally expense sales commissions when incurred because the amortization period would be less than one year or the total amount of commissions would be immaterial. Commissions are recorded in selling, general and administrative expenses (SG&A). We elected to exclude from the measurement of the transaction price all taxes assessed by governmental authorities 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 | 12 Months Ended |
Dec. 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, the Company elected to apply the package of practical expedients permitted under the transition guidance within the new standard. This allowed the Company to carry forward historical lease classification. Adoption of the standard resulted in the recording of lease right-of-use (ROU) assets and corresponding 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, information technology (IT) equipment, and automobiles. The majority of our leases have remaining lease terms of 1 year to 5 years . The Company's finance leases were considered insignificant to the unaudited interim financial statements. Substantially all lease expense is presented within selling, general and administrative in the consolidated statements of operations. (in thousands) Twelve Months Ended December 31, 2019 2018 Total lease expense $ 1,632 $ 1,798 Supplemental cash flow information related to leases is as follows: (in thousands) Twelve Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $1,978 Supplemental balance sheet information related to leases is as follows: (in thousands) December 31, 2019 Operating and finance leases Total lease right-of-use assets 3,017 Total lease liabilities - current portion 2,060 Total lease liabilities - net of current portion 1,021 Total lease liabilities 3,081 Weighted-average remaining lease term Operating and finance leases 3.3 years Weighted-average discount rate Operating and finance leases 4 % Future minimum lease payments are as follows: (in thousands) Operating and finance leases 2020 1,239 2021 954 2022 582 2023 574 2024 75 Thereafter — Total lease payments 3,424 Less: interest (343 ) Total $ 3,081 |
Accounts Receivable, net
Accounts Receivable, net | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net The Company’s net accounts receivable consists of: December 31, (in thousands) 2019 2018 Government segment: Billed $ 11,608 $ 9,100 Advanced billings (608 ) (563 ) 11,000 8,537 Restaurant/Retail segment: Accounts receivable - net 30,774 17,682 $ 41,774 $ 26,219 At December 31, 2019 and 2018 , the Company had recorded allowances for doubtful accounts of $1.8 million and $1.3 million , respectively, against Restaurant/Retail segment accounts receivable. Write-offs of accounts receivable during fiscal years 2019 and 2018 were $0.3 million and $0.4 million , respectively. The bad debt expense which is recorded in the consolidated statements of operations was $0.8 million and $0.8 million in 2019 and 2018 , respectively. Receivables recorded as of December 31, 2019 and 2018 all represent unconditional rights to payments from customers. |
Inventories, net
Inventories, net | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories are used in the manufacture and service of Restaurant/Retail products. The components of inventory, net consist of the following: December 31, (in thousands) 2019 2018 Finished Goods $ 8,320 $ 12,472 Work in process — 67 Component parts 6,768 4,716 Service parts 4,238 5,482 $ 19,326 $ 22,737 At December 31, 2019 and 2018 , the Company had recorded inventory write-downs of $9.6 million and $9.8 million , respectively, against Restaurant/Retail inventories, which relate primarily to service parts. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net The components of property, plant and equipment, net, are: December 31, (in thousands) 2019 2018 Land $ 199 $ 199 Building and improvements 6,983 6,983 Rental property 2,749 2,749 Software 12,015 2,226 Furniture and equipment 11,755 10,274 Construction in process 480 8,519 34,181 30,950 Less accumulated depreciation (19,830 ) (18,375 ) $ 14,351 $ 12,575 The estimated useful lives of buildings and improvements and rental property are twenty to twenty-five years . The estimated useful lives of furniture and equipment range from three to eight years . Depreciation expense from continuing operations was $1.5 million and $1.2 million for 2019 and 2018 , respectively. The Company leases a portion of its headquarters facility to various tenants. Net rent received from these leases totaled $0.3 million and $0.4 million for 2019 and 2018 , respectively. Future minimum rent payments due to the Company under these lease arrangements are approximately the following (in thousands): 2020 287 2021 183 2022 93 2023 93 2024 95 Thereafter 484 $ 1,235 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt On April 15, 2019, the Company sold $80.0 million aggregate principal amount of 4.500% Convertible Senior Notes due 2024 (the "2024 notes"). The 2024 notes were sold 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 “2024 Indenture.” The 2024 notes are senior, unsecured obligations of the Company. The 2024 notes pay interest at a rate equal to 4.500% per year. Beginning October 15, 2019, interest on the 2024 notes is payable semiannually in arrears on April 15 and October 15 of each year. Interest accrues on the 2024 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 2024 notes mature on April 15, 2024. The implied estimated effective rate of the liability component of the 2024 notes is 10.24% . The 2024 notes are convertible into Company common stock at an initial conversion rate of 35.0217 shares per $1,000 principal amount of 2024 notes, subject to adjustment upon certain events. The 2024 notes are convertible, in whole or in part, 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 ended 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 ‘‘measurement period’’) in which the trading price per $1,000 principal amount of the 2024 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, including fundamental changes (as described in the Indenture); or (4) if the Company calls the 2024 notes for redemption. In addition, regardless of the foregoing circumstances, holders may convert their 2024 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 of the 2024 notes. Upon conversion, the Company may elect to settle by paying or delivering either solely cash, shares of Company common stock or a combination of cash and shares of common stock. In accordance with ASC 470-20, the initial measurement of the 2024 Notes at fair value resulted in a liability of $62.4 million , as such, the calculated discount resulted in an implied value of the convertible feature recognized in Capital in excess of Par Value of $17.6 million . This resulted in a $2.0 million increase in interest expense for the year ended December 31, 2019, in the Company's consolidated statements of operations. Issuance costs for the transaction amounted to $4.9 million and were allocated to components on a ratable basis as follows; Capital in excess of Par Value, $1.1 million , and Long-term Debt, $3.8 million . The 2024 Indenture contains covenants that, among other things, restricts 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 in the event the Company fails to pay interest on the Notes when due, and such failure continues for 30 days, or the Company fails to pay the principal of the Notes when due, including at maturity, upon redemption or otherwise; 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. In connection with the sale of the 2024 notes, the Company recorded an income tax benefit of $4.1 million , as a discrete item for the year ended December 31, 2019 as a result of the creation of a deferred tax liability associated with the portion of the 2024 notes that was classified within stockholders' equity. While GAAP requires the offset of the deferred tax liability to be recorded in additional paid-in capital, consistent with the equity portion of the 2024 notes, the creation of the deferred tax liability produced evidence of recoverability of deferred tax assets which resulted in the release of a valuation allowance, totaling $4.1 million , reflected as an income tax benefit in the current year. The following table summarizes information about the equity and liability components of the 2024 notes (in thousands): December 31, 2019 Principal amount of 2024 Notes outstanding $ 80,000 Unamortized discount (including unamortized debt issuance cost) (18,955 ) Total notes payable $ 61,045 Equity component of notes $ 17,624 Less: Deferred tax liability (4,065 ) Less: Issuance costs (1,094 ) Capital in excess of Par Value $ 12,465 In connection with the sale of the 2024 notes, the Company repaid all amounts outstanding under, and terminated, its Credit Agreement, dated June 5, 2018, as amended March 4, 2019, with Citizens Bank, N.A. (the "Credit Agreement"). The Credit Agreement 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. There was a $7.8 million outstanding balance on the line of credit as of December 31, 2018 . In connection with the Restaurant Magic Acquisition, see Note 2 - Acquisitions, $2.0 million was paid by delivery of a subordinated promissory note. The note bears interest at 4.5% and requires monthly principal and interest payments of $60,391 commencing in January 2020 through December of 2022. The Company's future minimum principal payments are $0.6 million , $0.7 million and $0.7 million for 2020, 2021 and 2022, respectively. The Company previously had a loan, collateralized by a mortgage on certain real estate. On October 1, 2018, the Company finalized a sale of the real estate held as collateral and the remaining balance on the loan was paid in full. There is no amount outstanding on the loan as of December 31, 2019 or December 31, 2018 . |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Stock Based Compensation | Stock Based Compensation The Company recognizes all stock-based compensation to employees and directors, including awards of stock options and restricted stock, in the financial statements as compensation cost over the applicable vesting periods based on the fair value of the awards on the date of grant. Total stock-based compensation expense included in selling, general and administrative expense in 2019 and 2018 was $2.7 million and $1.0 million , respectively. The amount recorded for the years ended December 31, 2019 and 2018 was recorded net of benefits of $121,000 and $18,000 , respectively, as a result of forfeitures of unvested stock awards prior to the completion of the requisite service period or failure to meet requisite performance targets. The amount of total stock-based compensation includes $2.2 million and $0.7 million in 2019 and 2018 , respectively, relating to restricted stock awards. The Company has 2.0 million shares of common stock reserved for stock-based awards under its Amended and Restated 2015 Equity Incentive Plan (“2015 Plan”). The 2015 Plan provides for the grant of several different forms of stock-based awards, including stock options to purchase shares of the Company's common stock. Stock options granted under the 2015 Plan may be incentive stock options or non-qualified stock options. Generally, stock options are nontransferable other than upon death. Stock options generally vest over a one to three year period and expire ten years after the date of the grant. The Compensation Committee of the Board of Directors (Compensation Committee) has authority to administer the 2015 Plan and determine the material terms of option and other awards under the 2015 Plan. Prior to the 2015 Plan, the Company had 2.25 million shares of common stock reserved for stock-based awards under its 2005 Equity Incentive Plan (the “2005 Plan”). The 2005 Plan provided for the award of both incentive stock options and non-qualified stock options and restricted stock awards, including both time and performance vesting. Stock options granted under the 2005 Plan are nontransferable other than upon death, generally vest over a one to three year period and expire ten years from the date of grant. Upon approval of the 2015 Plan, no further awards were available for grant under the 2005 Plan and no awards have been made under the 2005 Plan since 2015. The below table presents information with respect to stock options under the 2015 Plan and the 2005 Plan : No. of Shares (in thousands) Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 678 $ 7.89 $ 12,605 Options granted 122 24.87 Options exercised (256 ) 5.60 Forfeited and canceled (144 ) 7.18 Expired — — Outstanding at December 31, 2019 400 $ 14.50 Vested and expected to vest at December 31, 2019 376 $ 9.81 Total shares exercisable as of December 31, 2019 152 $ 9.05 Shares remaining available for grant 1,100 The weighted average grant date fair value of stock options granted during 2019 and 2018 was $24.87 and $19.36 , respectively. The total intrinsic value of stock options exercised during the year ended December 31, 2019 was $5.4 million. The total intrinsic value of stock options exercised during the year ended December 31, 2018 was $1.6 million. New shares of the Company’s common stock are issued as a result of stock option exercises in 2019 and for options exercised in 2018 . The fair value of options at the date of the grant was estimated using the Black-Scholes model with the following assumptions for the respective period ending December 31: 2019 2018 Expected option life 3.0 years 3.7 years Weighted average risk-free interest rate 2.0 % 2.2 % Weighted average expected volatility 35 % 36 % Expected dividend yield 0 % 0 % For the years ended 2019 and 2018 , the expected option life was based on the Company’s historical experience with similar type options. Expected volatility is based on historic volatility levels of the Company’s common stock over the preceding period of time consistent with the expected life. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Stock options outstanding at December 31, 2019 are summarized as follows: Range of Exercise Prices Number Outstanding (in thousands) Weighted Average Remaining Life Weighted Average Exercise Price $4.06 - $24.87 400 7.97 years $ 14.50 At December 31, 2019 , the aggregate unrecognized compensation cost of unvested equity awards, as determined using a Black-Scholes option valuation model, was $1.8 million (net of estimated forfeitures) which is expected to be recognized as compensation expense in fiscal years 2020 through 2022 . The Company has not paid cash dividends on its common stock, and the Company presently intends to continue to retain earnings for reinvestment in growth opportunities. Accordingly, it is anticipated no cash dividends will be paid in the foreseeable future. Current year activity with respect to the Company’s non-vested restricted stock awards is as follows: Non-vested restricted stock awards Shares (in thousands) Weighted Average grant- date fair value Balance at January 1, 2019 193 $ 9.88 Granted 225 24.77 Vested (13 ) 13.32 Forfeited and canceled (53 ) 24.18 Balance at December 31, 2019 352 $ 23.08 The Plan also provides for the issuance of restricted stock and restricted stock units. These types of awards can have service based and/or performance based vesting. Grants of restricted stock with service based vesting are subject to vesting periods ranging from 1 to 3 years . Grants of restricted stock with performance based vesting are subject to a vesting period of 1 to 3 years and performance targets as defined by the Compensation Committee. The Company assesses the likelihood of achievement throughout the performance period and recognizes compensation expense associated with its performance awards based on this assessment. Other terms and conditions applicable to any award of restricted stock will be determined by the Compensation Committee and set forth in the agreement relating to that award. During 2019 and 2018 , the Company granted 225,000 and 79,000 restricted stock awards, respectively, at a per share price of $0.02 . For the periods ended 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. The fair value of restricted stock awards is based on the average price of the Company’s common stock on the date of grant. The weighted average grant date fair value of restricted stock awards granted during the years 2019 and 2018 was $24.77 and $17.08 , respectively. In accordance with the terms of the restricted stock award agreements, the Company released 13,000 and 31,000 shares during 2019 and 2018 , respectively. During 2019 , there were approximately 53,000 shares of restricted stock canceled, 38,000 of which were performance based restricted shares. During 2018 , there were 13,000 shares of restricted stock canceled, of which 12,000 were performance based restricted shares. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes consists of: Year ended December 31, (in thousands) 2019 2018 Current income tax: Federal $ — $ — State 182 293 Foreign 186 41 368 334 Deferred income tax: Federal (3,418 ) 12,004 State (584 ) 1,805 (4,002 ) 13,809 (Benefit from) provision for income taxes $ (3,634 ) $ 14,143 The components of loss before income taxes consisted of the following: December 31, 2019 2018 United States $ (19,092 ) $ (9,820 ) Other Countries (113 ) (159 ) Total $ (19,205 ) $ (9,979 ) Deferred tax (liabilities) assets are comprised of the following at: December 31, (in thousands) 2019 2018 Deferred tax (liabilities) assets: Subordinated debt $ (3,659 ) $ — Indefinite lived intangibles (64 ) — Right of use assets (756 ) — Software development costs (1,219 ) (1,954 ) Acquired intangible assets (446 ) (676 ) Depreciation on property, plant and equipment (352 ) — Gross deferred tax liabilities (6,496 ) (2,630 ) Allowances for bad debts and inventory 3,013 2,785 Capitalized inventory costs 141 116 Intangible assets 117 420 Employee benefit accruals 2,427 1,742 Interest Limitation 1,248 — Lease liabilities 772 — Federal net operating loss carryforward 8,563 6,512 State net operating loss carryforward 2,317 2,112 Tax credit carryforwards 5,777 6,176 Depreciation on property, plant and equipment — 373 Other 912 722 Gross deferred tax assets 25,287 20,958 Less valuation allowance (18,855 ) (18,328 ) Net deferred tax liabilities $ (64 ) $ — The Company has Federal tax credit carryforwards of $5.4 million that expire in various tax years from 2028 to 2038. The Company has a Federal operating loss carryforward of $24.5 million expiring from 2029 through 2037 and a Federal operating loss carryforward of $17.9 million with an unlimited carryforward period. The Company also has state tax credit carryforwards of $0.3 million and state operating loss carryforwards of $43.3 million , which vary by jurisdiction and expire in various tax years through 2039. In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result of this analysis and based on the current year’s taxable income, and utilization of certain carryforwards management determined an increase in the valuation allowance in the current year to be appropriate. In calculating the valuation allowance, the Company was not permitted to use its existing deferred tax liabilities related to its indefinite-lived intangible assets (i.e. “naked credit deferred tax liabilities”) as a source of taxable income to support the realization of its existing finite-lived deferred tax assets. Due to the Tax Act, U.S. net operating losses ("NOLs") arising in tax years ending after December 31, 2017 will no longer be subject to the limited 20-year carryforward period. Under the new law, these NOLs carry forward indefinitely, resulting in the creation of indefinite-lived deferred tax assets. Consequently, as the Company schedules its deferred taxes and considers the ability to realize its deferred tax assets in future periods, it needs to consider how existing deferred tax assets, other than historical NOLs, will reverse. If the reversal is expected to generate an indefinite carryforward NOL under the new law, this may impact the valuation allowance assessment. The indefinite carryforward period for NOLs also means that its deferred tax liabilities related to indefinite-lived intangibles, commonly referred to as “naked credits,” can be considered as support for realization. The adjustment for the 2019 “naked credit” resulted in a $0.01 million deferred tax liability. In 2019, it was determined that the foreign tax credit carryforward of the Company would not be realizable. The reduction of the foreign tax credit carryforward resulted in a decrease in the valuation allowance for those credits. Therefore, there is no net income tax provision in 2019 related to the reduction in the foreign tax credit carryforward. A valuation allowance is required to the extent it is more likely than not that the future benefit associated with certain Federal and state tax loss carryforwards will not be realized. The current year income tax provision includes a reduction of the Company’s valuation allowance due to the establishment of a deferred tax liability in connection with the issuance of convertible debt. The establishment of that deferred tax liability created “future taxable income” for the utilization of existing deferred tax assets of the Company, resulting in the $4 million reduction of the Company’s valuation allowance. The Company records the benefits relating to uncertain tax positions only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. At December 31, 2019, the Company’s reserve for uncertain tax positions is not material and we believe we have adequately provided for its tax-related liabilities. The Company is no longer subject to United States federal income tax examinations for years before 2014. The provision for income taxes differed from the provision computed by applying the Federal statutory rate to income (loss) from continuing operations before taxes due to the following: Year ended December 31, 2019 2018 Federal statutory tax rate 21.0 % 21.0 % State taxes (4.5 ) 4.4 Non deductible expenses (0.3 ) (0.6 ) Tax credits 4.0 4.6 Expired tax credit (1.3 ) (3.9 ) Deferred tax adjustment (4.8 ) — Stock based compensation 1.9 0.8 Valuation allowance 3.2 (167.0 ) Contingent purchase revaluation — (1.0 ) Other (0.3 ) (0.1 ) 18.9 % (141.8 )% The effective income tax rate was 18.9% and (141.8)% during the years ended December 31, 2019 and December 31, 2018 , respectively. The decrease in 2019 compared to statutory tax rate of 21% was primarily due to deferred tax adjustments related to foreign tax credit carryforwards and state taxes, offset by changes in the valuation allowance and excess tax benefits resulting from the exercise of non-qualified stock options. The effective tax rate for the year ended December 31,2018 was significantly impacted by recording a substantial increase in a valuation allowance on the entire deferred tax assets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a deferred profit-sharing retirement plan that covers substantially all employees. The Company’s annual contribution to the plan is discretionary. The Company did not make a contribution in 2019 or 2018 . The plan also contains a 401(k) provision that allows employees to contribute a percentage of their salary up to the statutory limitation. These contributions were matched at the rate of 10% of employee's contribution in 2018 continuing through July 1, 2019 when contributions were matched at a rate of 50% of employee's base salary up to 6% by the Company. The Company’s matching contributions under the 401(k) component were $0.8 million and $0.4 million in 2019 and 2018 , respectively. The Company maintains an incentive-compensation plan. Participants in the plan are key employees as determined by the Board of Directors and executive management. Compensation under the plan is based on the achievement of predetermined financial performance goals of the Company and its subsidiaries. Awards under the plan are payable in cash. Awards under the plan totaled $2.6 million and $0.3 million , in 2019 and 2018 , respectively. The Company sponsors a deferred compensation plan for a select group of highly compensated employees. Participants may make elective deferrals of their salary to the plan in excess of tax code limitations that apply to the Company’s qualified plan. The Company invests the participants’ deferred amounts to fund these obligations. The Company has the sole discretion to make employer contributions to the plan on behalf of the participants. No employer contributions were made in 2019 or 2018 . |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies From time to time, the Company is party to legal proceedings arising in the ordinary course of business. Additionally, U.S. Government contract costs are subject to periodic audit and adjustment. Based on information currently available, and based on its evaluation of such information, the Company believes the legal proceedings in which it is currently involved are not material or are not likely to result in a material adverse effect on the Company’s business, financial condition or results of operations, or cannot currently be estimated. The Company is a party to a proceeding filed by Kandice Neals on behalf of herself and others similarly situated (the "Neals Plaintiff") against the Company on March 21, 2019 in the Circuit Court of Cook County, Illinois County Department, Chancery Division. The complaint asserted that the Company violated the Illinois Biometric Information Privacy Act in the alleged collection, use, and storage of her and others' biometric data derived from fingerprint scans taken for authentication purposes on point-of-sale systems. The Neals lawsuit was removed to the Federal District Court for the Northern District of Illinois (the District Court") and was subsequently dismissed on December 19, 2019 without prejudice. On January 15, 2020, the Neals Plaintiff filed an amended complaint against ParTech, Inc. with the District Court. On January 29, 2020, ParTech, Inc. filed its answer and affirmative defenses to the amended complaint. The Company believes the Neals lawsuit is without merit. The Company does not currently believe an accrual is appropriate, but will continue to monitor the lawsuit to provide for probable and estimable losses. In 2016, the Company's Audit Committee commenced an internal investigation into conduct at the Company's China and Singapore offices and voluntarily notified the SEC and the U.S. Department of Justice ("DOJ") of 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. During the full year ended December 31, 2019 , the Company recorded $0.6 million of expenses relating to the internal investigation, including expenses of outside legal counsel and forensic accountants, compared to $1.1 million for the full year ended December 31, 2018 . 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; the Company is cooperating with the China and Singapore authorities. The Company is 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 | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Segment and Related Information The Company is organized in two segments: Restaurant/Retail and Government. Management views the Restaurant/Retail and Government segments separately in operating its business, as the products and services are different for each segment. The Company’s chief operating decision maker is the Company’s Chief Executive Officer. The Restaurant/Retail segment offers integrated solutions to the restaurant and retail industry consisting of restaurants, grocery stores, and specialty retail outlets. These offerings include industry leading hardware and software applications utilized at the point-of-sale, back of store and corporate office and includes the Brink Acquisition. This segment also offers customer support including field service, installation, depot repair, and twenty-four -hour telephone support. The Government 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 segments is set forth below. Year ended December 31, (in thousands) 2019 2018 Revenues: Restaurant/Retail $ 123,307 $ 134,069 Government 63,925 67,177 Total $ 187,232 $ 201,246 Operating (loss) income : Restaurant/Retail $ (17,427 ) $ (14,399 ) Government 5,463 6,886 Other (1,167 ) (2,385 ) (13,131 ) (9,898 ) Other income, net (1,503 ) 306 Interest expense, net (4,571 ) (387 ) Income (loss) before provision for income taxes $ (19,205 ) $ (9,979 ) Identifiable assets: Restaurant/Retail $ 136,308 $ 68,004 Government 13,454 9,867 Other 39,850 16,810 Total $ 189,612 $ 94,681 Goodwill: Restaurant/Retail $ 40,650 $ 10,315 Government 736 736 Total $ 41,386 $ 11,051 Depreciation, amortization and accretion: Restaurant/Retail $ 3,858 $ 4,109 Government 67 32 Other 3,330 589 Total $ 7,255 $ 4,730 Capital expenditures including software costs: Restaurant/Retail $ 4,394 $ 4,307 Government 258 124 Other 1,878 3,409 Total $ 6,530 $ 7,840 The following table presents revenues by country based on the location of the use of the product or services. December 31, 2019 2018 United States $ 175,180 $ 188,026 Other Countries 12,052 13,220 Total $ 187,232 $ 201,246 The following table presents assets by country based on the location of the asset. December 31, 2019 2018 United States $ 178,226 $ 84,652 Other Countries 11,386 10,029 Total $ 189,612 $ 94,681 Customers comprising 10% or more of the Company’s total revenues are summarized as follows: December 31, 2019 2018 Restaurant and Retail segment : McDonald’s Corporation 16 % 19 % Yum! Brands, Inc. 25 % 13 % Dairy Queen 13 % 3 % Government segment : U.S. Department of Defense 34 % 33 % All Others 12 % 32 % 100 % 100 % No other customer within All Others represented more than 10% of the Company’s total revenue for the years ended 2019 and 2018 . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 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 consist primarily of cash and cash equivalents, trade receivables, trade payables, debt instruments and deferred compensation assets and liabilities. For cash and cash equivalents, trade receivables and trade payables, the carrying amounts of these financial instruments as of 2019 and 2018 were considered representative of their fair values. The estimated fair value of the Company’s long-term debt and line of credit at 2019 and 2018 was based on variable and fixed interest rates at 2019 and 2018 , respectively, for new issues with similar remaining maturities and approximates the respective carrying values at 2019 and 2018 . The estimate fair value of the Notes was $102.3 million as of December 31, 2019 . 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 (see Note 12 – Employees Benefit Plans – of Notes to Consolidated Financial Statements). 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, as defined under U.S. GAAP, 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 the deferred compensation plan, which are recorded at fair value each period using the cash surrender value of the insurance investments. The Company has obligations, to be paid in cash, to the former owners of AccSys, based on the achievement of certain conditions as defined in the definitive agreements (see Note 1 – Summary of Significant Accounting Policies – Contingent Consideration and Note 2 – Acquisitions). During the year ended December 31, 2019 the obligation due to the former owners of Brink was settled in full. The fair value of this contingent consideration payable, included in other long-term liabilities on the consolidated balance sheets, 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 Brink Acquisition during the contingent consideration period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in accordance with the terms of the definitive agreement. The liabilities for the contingent consideration were established at the time of the acquisition and are evaluated on a quarterly basis based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. Changes in the fair value of the contingent consideration obligations may result from changes in probability assumptions with respect to the likelihood of achieving the various contingent payment obligations. Significant increases or decreases in the inputs noted above in isolation would result in a significantly lower or higher fair value measurement. The following table presents a summary of changes in fair value of the Company’s Level 3 liabilities that are measured at fair value on a recurring basis (in thousands): Level 3 Inputs Liabilities Balance at December 31, 2017 $ 3,000 New level 3 liability — Change in fair value of contingent consideration liability (450 ) Settlement of level 3 liabilities — Balance at December 31, 2018 2,550 New level 3 liability 3,340 Change in fair value of contingent consideration liability — Settlement of level 3 liabilities (2,550 ) Balance at December 31, 2019 $ 3,340 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Prior to April 30, 2018, 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. During 2018 , the Company recognized rental income of $39,100 , for the lease of the facility in each year. Expenses relating to the facility amounted to $74,000 during 2018 . There was no rent receivable at December 31, 2018. This arrangement between the Company and the related party terminated on April 30, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Convertible Notes On February 10, 2020, the Company issued and sold $120 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2026 (the “2026 notes”). The 2026 notes were issued pursuant to an indenture, dated February 10, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2026 Indenture”). The Company received approximately $115.9 million of net proceeds from the issuance and sale of the 2026 notes. Approximately $66.25 million (excluding cash payments relating to accrued interest and fractional shares) of the proceeds and 722,423 shares of the Company’s common stock was used to repurchase $66.25 million in aggregate principal amount of the Company’s 2024 notes through individually negotiated transactions. The 2026 notes are senior, unsecured obligations of the Company. The 2026 notes pay interest at a rate equal to 2.875% per year. Interest on the 2026 notes is payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2020. Interest accrues on the 2026 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, 2020. Unless earlier converted, redeemed or repurchased, the 2026 notes mature on April 15, 2026. The 2026 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, 2025, but only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (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 ‘‘measurement period’’) in which the trading price per $1,000 principal amount of the 2026 notes, as determined following a request by a holder of the 2026 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 2026 notes for redemption. In addition, regardless of the foregoing circumstances, holders may convert their 2026 notes at any time on or after October 15, 2025 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’s common stock or a combination of cash and shares of Company common stock, at the Company’s election. The 2026 Indenture contains customary Events of Default (as defined in the 2026 Indenture), including: default in the payment when due (at maturity, upon redemption or otherwise) of the principal of the 2026 notes; default for 30 days in the payment when due of interest on the 2026 notes; failure to comply with covenants and other obligations under the 2026 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 $15.0 million or more; failure by the Company or its significant subsidiaries to pay certain final judgments aggregating in excess of $15.0 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 2026 notes then outstanding may declare all the 2026 notes to be due and payable immediately. In the case of Events of Default relating to bankruptcy, insolvency, or reorganization, all outstanding 2026 notes will become due and payable immediately without further action or notice. Note Repurchase Transactions On or about February 10, 2020, the Company repurchased $66.25 million aggregate principal amount of the 2024 notes pursuant to individually negotiated repurchase agreements with holders of the 2024 notes. The Company paid approximately $66.25 million (excluding cash payments relating to accrued interest and fractional shares) and issued 722,423 shares of its common stock in consideration for the repurchased 2024 notes. Following completion of the repurchases, $13.75 million in aggregate principal amount of the 2024 notes remain outstanding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Segment reporting | In addition, the consolidated financial statements include corporate and eliminations, which is comprised of enterprise-wide functional departments. |
Basis of consolidation | Basis of consolidation The consolidated financial statements include the accounts of PAR Technology Corporation and its consolidated subsidiaries (ParTech, Inc., ParTech (Shanghai) Company Ltd., PAR Springer-Miller Systems, Inc., Springer-Miller Canada, ULC, PAR Canada ULC, Brink Software, Inc., AccSys, LLC, PAR Government Systems Corporation and Rome Research Corporation), collectively referred to as the “Company.” All significant intercompany transactions have been eliminated in consolidation. |
Business combinations | Business combinations The Company accounts for business combinations pursuant to ASC 805, Business Combinations, which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is allocated to goodwill (the “Acquisition Method”). The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price and the assets acquired and liabilities assumed at the acquisition date. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. The Company’s consolidated financial statements and results of operations reflect an acquired business after the completion of the acquisition. |
Contingent consideration | Contingent c onsideration The Company determines the acquisition date fair value of contingent consideration 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 Measurement. As it relates to the contingent consideration associated with the Brink Acquisition and the Restaurant Magic Acquisition we may use various valuation techniques depending on the terms and conditions of the contingent consideration, including a Monte-Carlo simulation. This simulation uses probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in our consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. The Restaurant Magic Acquisition resulted in a liability for the contingent consideration being recorded in the amount of $3.3 million during 2019. The liability for the contingent consideration was established at the time of the acquisition and will be evaluated quarterly based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. |
Warranty provisions | Warranty provisions Warranty provisions for product warranties are recorded in the period in which the Company becomes obligated to honor the warranty, which generally is the period in which the related product revenue is recognized. The Company accrues warranty reserves based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. When a sale is consummated, a warranty reserve is recorded based upon the estimated cost to provide the service over the warranty period which can range from 12 months to 36 months. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cash equivalents. |
Accounts receivable - Allowance for doubtful accounts | Accounts receivable – Allowance for doubtful accounts Allowances for doubtful accounts are based on estimates of probable losses related to accounts receivable balances. The establishment of allowances requires the use of judgment and assumptions regarding probable losses on receivable balances. The Company continuously monitors collections and payments from our customers and maintains a provision for estimated credit losses based on our historical experience and any specific customer collection issues that we have identified. Thus, if the financial condition of our customers were to deteriorate, our actual losses may exceed our estimates, and additional allowances would be required. |
Inventories | Inventories The Company’s inventories are valued at the lower of cost and net realizable value, with cost determined using the first-in, first-out (“FIFO”) method. The Company uses certain estimates and judgments and considers several factors including product demand, changes in customer requirements and changes in technology to provide for excess and obsolescence reserves to properly value inventory. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which range from three to twenty-five years . Expenditures for maintenance and repairs are expensed as incurred. |
Other assets | Other assets Other assets primarily consist of cash surrender value of life insurance related to the Company’s Deferred Compensation Plan eligible to certain employees. The funded balance is reviewed on an annual basis. |
Income taxes | Income taxes The provision for income taxes is based upon pretax earnings with deferred income taxes provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The Company records a valuation allowance when necessary to reduce deferred tax assets to their net realizable amounts. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
Other current liabilities | Other current liabilities Other current liabilities represent the fair value of the contingent consideration payable related to the Brink Acquisition. |
Other long-term liabilities | Other long-term liabilities Other long-term liabilities represent amounts owed to employees that participate in the Company’s Deferred Compensation Plan and contingent consideration payable related to the Restaurant Magic Acquisition. |
Foreign currency | Foreign currency The assets and liabilities for the Company’s international operations are translated into U.S. dollars using year-end exchange rates. Income statement items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are recorded as a separate component of shareholders’ equity under the heading Accumulated Other Comprehensive Loss. Exchange gains and losses on intercompany balances of permanently invested long-term loans are also recorded as a translation adjustment and are included in Accumulated Other Comprehensive Loss. Foreign currency transaction gains and losses are recorded in other income, net in the accompanying statements of operations. |
Identifiable intangible assets | Identifiable intangible assets The Company's identifiable intangible assets represent intangible assets acquired in the Brink Acquisition, the Drive-Thru Acquisition, the Restaurant Magic 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 software 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" - for software cost related to sold as a perpetual license) are capitalized and amortized on a product-by-product basis when the software product is available for general release to customers. Included in "Acquired and internally developed software costs" in the table below are approximately $2.5 million and $3.0 million of costs related to software products that have not satisfied the general release threshold as of December 31, 2019 and December 31, 2018 , respectively. These software products are expected to satisfy the general release threshold within the next 12 months. 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. Long-lived assets are tested for impairment when events or conditions indicate that the carrying value of an asset may not be fully recoverable from future cash flows. The Company has tested for impairment of indefinite lived intangible assets during the fourth quarter of its fiscal year. To value the indefinite lived intangible assets, the Company utilizes the royalty method to estimate the fair values of the trademarks and trade names. Annual amortization charged to cost of sales when a product is available for general release to customers 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 a product bear to the total of current and anticipated future gross revenues for that product. |
Stock-based compensation | Stock-based compensation The Company recognizes all stock-based compensation to employees, including awards of employee stock options and restricted stock, in the financial statements as compensation cost over the applicable vesting periods using a straight-line expense recognition method, based on their fair value on the date of grant. |
Loss per share | Loss per share Basic loss per share are computed based on the weighted average number of common shares outstanding during the period. Diluted earnings/loss per share reflect the dilutive impact of outstanding stock options and restricted stock awards. |
Goodwill | Goodwill The Company tests goodwill for impairment on an annual basis, which is on the first day of the fourth quarter, or more often if events or circumstances indicate there may be impairment. The Company operates in two reportable operating segments, which are the reporting units used in the test for goodwill impairment - Restaurant/Retail and Government. Goodwill impairment testing is performed at the sub-segment level (referred to as a reporting unit). Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to a 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. Goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s fair value to its carrying value including goodwill. If the fair value of a reporting unit exceeds its carrying value, applicable goodwill is considered not to be impaired. If the carrying value exceeds fair value, there is an indication of impairment, at which time a second step would be performed to measure the amount of impairment. The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated an impairment. We utilize different methodologies in performing the goodwill impairment test for each reporting unit. For both the Restaurant/Retail and Government reporting units, these methodologies include an income approach, namely a discounted cash flow method, and multiple market approaches and the guideline public company method and quoted price method. The valuation methodologies and weightings used in the current year are generally consistent with those used in our past annual impairment tests. The discounted cash flow method derives a value by determining the present value of a projected level of income stream, including a terminal value. This method involves the present value of a series of estimated future cash flows at the valuation date by the application of a discount rate, one which a prudent investor would require before making an investment in our equity. We consider this method to be most reflective of a market participant’s view of fair value given the current market conditions, as it is based on our forecasted results and, therefore, established this method's weighting at 80% of the fair value calculation. Key assumptions within our discounted cash flow model include projected financial operating results, a long-term growth rate of 3% and, depending on the reporting unit, discount rates ranging from 13.0% to 22.0% . As stated above, because the discounted cash flow method derives value from the present value of a projected level of income stream, a modification to our projected operating results, including changes to the long-term growth rate, could impact the fair value. The present value of the cash flows is determined using a discount rate based on the capital structure and capital costs of comparable public companies, as well as company-specific risk premium, as identified by us. A change to the discount rate could impact the fair value determination. The market approach is a generally-accepted way of determining a value indication of a business, business ownership interest, security, or intangible asset by using one or more methods that compare the reporting unit to similar businesses, business ownership interests, securities or intangible assets that have been sold. There are two methodologies considered under the market approach: the public company method and the quoted price method. The public company method and quoted price method of valuation are based on the premise that pricing multiples of publicly traded companies can be used as a tool to be applied in valuing closely held companies. The mechanics of the methods require the use of the stock price in conjunction with other factors to create a pricing multiple that can be used, with certain adjustments, to apply against the reporting unit’s similar factor to determine an estimate of value for the subject company. We consider these methods appropriate because they provide an indication of fair value supported by current market conditions. We established our weighting at 10% of the fair value calculation for the public company method and quoted price method for both the Restaurant/Retail and Government reporting units. The most critical assumption underlying the market approaches we use are the comparable companies selected. Each market approach described above estimates revenue and earnings multiples based on the comparable companies selected. As such, a change in the comparable companies could have an impact on the fair value determination. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates the accounting and reporting for the impairment of long-lived assets in accordance with the reporting requirements of ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. The Company will recognize impairment of long-lived assets or asset groups if the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the carrying value of a long-lived asset or asset group is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group for assets to be held and used, or the amount by which the carrying value exceeds the fair market value less cost to sell for assets to be sold. |
Use of estimates | Use of estimates The preparation of the 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. |
Recently Issued Accounting Announcements Not Yet Adopted and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date, based on historical experience, current conditions, and reasonable and supportable forecasts. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendment is effective for the Company beginning with its fiscal year ending December 31, 2020, however early application is permitted for reporting periods beginning after December 15, 2018; this standard is not expected to have a material impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates Step 2 from the goodwill impairment test which required entities to compute the implied fair value of goodwill. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 became effective for the Company on January 1, 2020; it is not expected to have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 modifies the fair value measurements disclosures with the primary focus to improve effectiveness of disclosures in the notes to the financial statements that is most important to the users. The new guidance modifies the required disclosures related to the valuation techniques and inputs used, uncertainty in measurement, and changes in measurements applied. ASU 2018-13 will be effective for the Company for its fiscal year beginning after December 15, 2019 and each quarterly period thereafter. Early adoption is permitted. The Company is currently assessing the impact this new guidance may have on the Company’s consolidated financial statements and footnote disclosures. In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other (Topic 350) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 provides guidance on the measurement of costs for internal-use software during the design, development, and implementation stages for customers in a cloud hosting arrangement. AU 2018-15 also requires the capitalized costs associated with the design, development and implementation of cloud hosted arrangements to be amortized over the term of the hosting arrangement. ASU 2018-15 became effective for the Company on January 1, 2020; it is not expected to have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We are currently assessing the impact of this standard on our combined financial statements. Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU 2016-02, "Leases (Topic 842)", impacting the accounting for leases intending to increase transparency and comparability of organizations by requiring balance sheet presentation of leased assets and increased financial statement disclosure of leasing arrangements. The revised standard requires entities to recognize a liability for its lease obligations and a corresponding asset representing the right to use the underlying asset over the lease term. Lease obligations are measured at the present value of lease payments and accounted for using the effective interest method. The accounting for the leased asset differ slightly depending on whether the agreement is deemed to be a financing or operating lease. For finance leases, the leased asset is depreciated on a straight-line basis and recorded separately from the interest expense in the income statement resulting in higher expense in the earlier part of the lease term. For operating leases, the depreciation and interest expense components are combined, recognized evenly over the term of the lease, and presented as a reduction to operating income. The ASU requires that assets and liabilities be presented or disclosed separately and classified appropriately as current and noncurrent. The ASU further requires additional disclosure of certain qualitative and quantitative information related to lease agreements. The new standard was effective for the Company beginning January 1, 2019 (see Note 5 - Leases, to the unaudited interim consolidated financial statements). |
Revenue recognition | In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers, codified as ASC Topic 606 (“ASC 606”). The FASB issued amendments to ASC 606 during 2016. ASC 606 requires additional disclosures regarding the nature, amount, timing, and uncertainty of revenue and related cash flows arising from arrangements with customers. ASC 606 is effective for annual and interim reporting periods beginning after December 15, 2017. The Company adopted the new standard effective January 1, 2018 using the modified retrospective method. In evaluating the impact of adoption, we reviewed significant open arrangements with customers for each revenue source and adoption did not have a material impact. Our revenue is derived from Software as a Service (SaaS), hardware and software sales, software activation, hardware support, installations, maintenance and professional services. ASC 606 requires us to distinguish and measure performance obligations under customer contracts. Contract consideration is allocated to all performance obligations within the arrangement or contract. Performance obligations that are determined not to be distinct are combined with other performance obligations until the combined unit is determined to be distinct and that combined unit is then recognized as revenue over time or at a point in time depending on when control is transferred. We evaluated the potential performance obligations within our Restaurant/Retail reporting segment and evaluated whether each performance obligation met the ASC 606 criteria to be considered distinct performance obligations. Revenue in the Restaurant/Retail reporting segment is recognized at a point in time for software, hardware and installations. Revenue on these items are recognized when the customer obtains control of the asset. This generally occurs upon delivery and acceptance by the customer or upon installation or delivery to a third party carrier for onward delivery to customer. Additionally, revenue in the Restaurant/Retail reporting segment relating to SaaS, Advanced Exchange programs, on-site support and other services is recognized over time as the customer simultaneously receives and consumes the benefits of the Company’s performance obligations. Our support services are stand-ready obligations that are provided over the life of the contract, generally 12 months. We offer installation services to our customers for hardware and software for which we primarily hire third-party contractors to install the equipment on our behalf. We pay the third-party contractors an installation service fee based on an hourly rate as agreed upon between us and contractor. When third-party installers are used, we determine whether the nature of our performance obligations is to provide the specified goods or services ourselves (principal) or to arrange for the third party to provide the goods or services (agent). In our customer arrangements, we are primarily responsible for providing a good or service, we have inventory risk before the good or service is transferred to the customer, and we have discretion in establishing prices. As a result, we have concluded we are the principal in the arrangement and record installation revenue on a gross basis. The support services associated with hardware and software sales are a "stand-ready obligation" satisfied over time on the basis that customer consumes and receives a benefit from having access to our support resources, when and as needed, throughout the contract term. For this reason, the support services are recognized ratably over the term since we satisfy our obligation to stand ready by performing these services each day. Our contracts typically require payment within 30 to 90 days from the shipping date or installation date, depending on our terms with the customer. The primary method used to estimate standalone selling price is the price that we charge for that good or service when we sell it separately under similar circumstances to similar customers. The Company determines standalone selling price as follows: Hardware, software, and software activation (one-time fee at the initial offering of software or SaaS) performance obligations are recognized at a stand-alone selling price based on the price at which the Company sells the particular good or service separately in similar circumstances and to similar customers. The stand-alone selling price for all other performance obligations, including pass-through hardware (such as terminals, printers, or card readers), hardware support (referred to as Advanced Exchange), installation, maintenance, software upgrades, and professional services (project management) is recognized by using an expected cost plus margin. Our revenue in the Government reporting segment is recognized over time as control is generally transferred continuously to our customers. Revenue generated by the Government reporting segment is predominantly related to services provided, however, revenue is also generated through the sale of materials, software, hardware, and maintenance. For the Government reporting segment cost plus fixed fee contract portfolio, revenue is recognized over time using costs incurred to date to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and general & administrative expenses. Profit is recognized on the fixed fee portion of the contract as costs are incurred and invoiced. Long-term fixed price contracts and programs involve the use of various techniques to estimate total contract revenue and costs. For long-term fixed price contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include: labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; and the performance of subcontractors. Revenue and profit in future periods of contract performance are recognized using the aforesaid assumptions and adjusting the estimate of costs to complete a contract. Once the services provided are determined to be distinct or not distinct, we evaluate how to allocate the transaction price. Generally, the Government reporting segment does not sell the same good or service to similar customers and the contract performance obligations are unique to each government solicitation. The performance obligations are typically not distinct. In cases where there are distinct performance obligations, the transaction price would be allocated to each performance obligation on a ratable basis based upon the standalone selling price of each performance obligation. Cost plus margin is used for the cost plus fixed fee contract portfolios as well as the fixed price and time & materials contracts portfolios to determine the standalone selling price. In determining when to recognize revenue, we analyze whether our performance obligations in our Government contracts are satisfied over a period of time or at a point in time. In general, our performance obligations are satisfied over a period of time. However, there may be circumstances where the latter or both scenarios could apply to a contract. We usually expect payment within 30 to 90 days from the date of service, depending on our terms with the customer. We generally expense sales commissions when incurred because the amortization period would be less than one year or the total amount of commissions would be immaterial. Commissions are recorded in selling, general and administrative expenses (SG&A). We elected to exclude from the measurement of the transaction price all taxes assessed by governmental authorities 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). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of components of other (expense) income | The components of other income, net from continuing operations for the years ended December 31 are as follows: Year ended December 31 (in thousands) 2019 2018 Foreign currency loss $ (83 ) $ (258 ) Rental loss-net (996 ) (865 ) Gain on sale of real estate — 649 Fair value adjustment contingent consideration — 450 Other (424 ) 330 Other income, net $ (1,503 ) $ 306 |
Schedule of components of identifiable intangible assets | The components of identifiable intangible assets, excluding discontinued operations, are: December 31, (in thousands) 2019 2018 Estimated Useful Life Acquired and internally developed software costs $ 36,137 $ 18,972 3 - 7 years Customer relationships 4,860 160 7 years Non-compete agreements 30 30 1 year 41,027 19,162 Less accumulated amortization (12,389 ) (11,708 ) $ 28,638 $ 7,454 Internally developed software costs not meeting general release threshold 2,500 3,005 Trademarks, trade names (non-amortizable) 1,810 400 Indefinite $ 32,948 $ 10,859 |
Schedule of future amortization of intangible assets | The expected future amortization of these intangible assets assuming straight-line amortization of capitalized software costs and acquisition related intangibles is as follows (in thousands): 2020 $ 6,340 2021 5,493 2022 4,315 2023 3,186 2024 3,186 Thereafter 6,118 Total $ 28,638 |
Schedule of reconciliation of weighted average shares outstanding for the basic and diluted earnings per share | The following is a reconciliation of the weighted average shares outstanding for the basic and diluted loss per share computations (in thousands, except share and per share data): December 31, 2019 2018 Net Loss $ (15,571 ) $ (24,122 ) Basic: Weighted average shares outstanding at beginning of year 16,041 15,949 Weighted average shares issued during the year, net 182 92 Weighted average common shares, basic 16,223 16,041 Loss from per common share, basic $ (0.96 ) $ (1.50 ) Diluted: Weighted average common shares, basic 16,223 16,041 Dilutive impact of stock options and restricted stock awards — — Weighted average common shares, diluted 16,223 16,041 Loss per common share, diluted $ (0.96 ) $ (1.50 ) |
Schedule of goodwill | (in thousands) Goodwill December 31, 2018 $ 11,051 Additions 30,335 December 31, 2019 $ 41,386 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | (in thousands) Purchase price allocation Developed technology $ 16,400 Customer relationships 1,100 Trade name 900 Tangible assets 1,344 Goodwill 27,945 Total assets 47,689 Accounts payable and accrued expenses 629 Deferred revenue 715 Earn out liability 3,340 Consideration paid $ 43,005 (in thousands) Purchase price allocation Developed technology $ 1,200 Customer relationships 3,600 Trademarks 510 Goodwill 2,390 Property, plant and equipment – net 712 Total assets 8,412 Warranty liability 1,412 Cash consideration $ 7,000 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | The aggregate uncompleted performance obligations attributable to each of our reporting segments is as follows (in thousands): December 31, 2019 Current - under one year Non-current - over one year Restaurant $ 12,063 $ 3,916 Government — — TOTAL $ 12,063 $ 3,916 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 | Disaggregated revenue is as follows (in thousands): Twelve months ended December 31, 2019 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant $ 92,702 $ 27,224 $ — Grocery 1,155 2,226 — Mission Systems — — 33,512 ISR Solutions — — 30,413 TOTAL $ 93,857 $ 29,450 $ 63,925 Twelve months ended December 31, 2018 Restaurant/Retail - Point in Time Restaurant/Retail - Over Time Government - Over Time Restaurant $ 98,353 $ 29,713 $ — Grocery 2,907 3,096 — Mission Systems — — 34,796 ISR Solutions — — 32,381 TOTAL $ 101,260 $ 32,809 $ 67,177 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information Related to Leases | (in thousands) Twelve Months Ended December 31, 2019 2018 Total lease expense $ 1,632 $ 1,798 Supplemental cash flow information related to leases is as follows: (in thousands) Twelve Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $1,978 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: (in thousands) December 31, 2019 Operating and finance leases Total lease right-of-use assets 3,017 Total lease liabilities - current portion 2,060 Total lease liabilities - net of current portion 1,021 Total lease liabilities 3,081 Weighted-average remaining lease term Operating and finance leases 3.3 years Weighted-average discount rate Operating and finance leases 4 % |
Future Minimum Lease Payments, Operating | Future minimum lease payments are as follows: (in thousands) Operating and finance leases 2020 1,239 2021 954 2022 582 2023 574 2024 75 Thereafter — Total lease payments 3,424 Less: interest (343 ) Total $ 3,081 |
Future Minimum Lease Payments, Financing | Future minimum lease payments are as follows: (in thousands) Operating and finance leases 2020 1,239 2021 954 2022 582 2023 574 2024 75 Thereafter — Total lease payments 3,424 Less: interest (343 ) Total $ 3,081 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Summary of accounts receivable, net | The Company’s net accounts receivable consists of: December 31, (in thousands) 2019 2018 Government segment: Billed $ 11,608 $ 9,100 Advanced billings (608 ) (563 ) 11,000 8,537 Restaurant/Retail segment: Accounts receivable - net 30,774 17,682 $ 41,774 $ 26,219 |
Inventories, net (Tables)
Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | The components of inventory, net consist of the following: December 31, (in thousands) 2019 2018 Finished Goods $ 8,320 $ 12,472 Work in process — 67 Component parts 6,768 4,716 Service parts 4,238 5,482 $ 19,326 $ 22,737 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property, plant and equipment, net, excluding discontinued operations | The components of property, plant and equipment, net, are: December 31, (in thousands) 2019 2018 Land $ 199 $ 199 Building and improvements 6,983 6,983 Rental property 2,749 2,749 Software 12,015 2,226 Furniture and equipment 11,755 10,274 Construction in process 480 8,519 34,181 30,950 Less accumulated depreciation (19,830 ) (18,375 ) $ 14,351 $ 12,575 |
Schedule of future minimum rent payments due to the company | Future minimum rent payments due to the Company under these lease arrangements are approximately the following (in thousands): 2020 287 2021 183 2022 93 2023 93 2024 95 Thereafter 484 $ 1,235 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary Of Equity and Liability Components of the Notes | The following table summarizes information about the equity and liability components of the 2024 notes (in thousands): December 31, 2019 Principal amount of 2024 Notes outstanding $ 80,000 Unamortized discount (including unamortized debt issuance cost) (18,955 ) Total notes payable $ 61,045 Equity component of notes $ 17,624 Less: Deferred tax liability (4,065 ) Less: Issuance costs (1,094 ) Capital in excess of Par Value $ 12,465 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of Information with respect to stock options | The below table presents information with respect to stock options under the 2015 Plan and the 2005 Plan : No. of Shares (in thousands) Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2018 678 $ 7.89 $ 12,605 Options granted 122 24.87 Options exercised (256 ) 5.60 Forfeited and canceled (144 ) 7.18 Expired — — Outstanding at December 31, 2019 400 $ 14.50 Vested and expected to vest at December 31, 2019 376 $ 9.81 Total shares exercisable as of December 31, 2019 152 $ 9.05 Shares remaining available for grant 1,100 |
Schedule of assumptions for fair value of options at the date of the grant | The fair value of options at the date of the grant was estimated using the Black-Scholes model with the following assumptions for the respective period ending December 31: 2019 2018 Expected option life 3.0 years 3.7 years Weighted average risk-free interest rate 2.0 % 2.2 % Weighted average expected volatility 35 % 36 % Expected dividend yield 0 % 0 % |
Schedule of share-based compensation by exercise price range | Stock options outstanding at December 31, 2019 are summarized as follows: Range of Exercise Prices Number Outstanding (in thousands) Weighted Average Remaining Life Weighted Average Exercise Price $4.06 - $24.87 400 7.97 years $ 14.50 |
Schedule of activity with respect to non-vested stock options | Current year activity with respect to the Company’s non-vested restricted stock awards is as follows: Non-vested restricted stock awards Shares (in thousands) Weighted Average grant- date fair value Balance at January 1, 2019 193 $ 9.88 Granted 225 24.77 Vested (13 ) 13.32 Forfeited and canceled (53 ) 24.18 Balance at December 31, 2019 352 $ 23.08 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of provision for income taxes from continuing operations | The provision for income taxes consists of: Year ended December 31, (in thousands) 2019 2018 Current income tax: Federal $ — $ — State 182 293 Foreign 186 41 368 334 Deferred income tax: Federal (3,418 ) 12,004 State (584 ) 1,805 (4,002 ) 13,809 (Benefit from) provision for income taxes $ (3,634 ) $ 14,143 |
Components of (loss) income before income taxes | The components of loss before income taxes consisted of the following: December 31, 2019 2018 United States $ (19,092 ) $ (9,820 ) Other Countries (113 ) (159 ) Total $ (19,205 ) $ (9,979 ) |
Summary of deferred tax liabilities (assets) | Deferred tax (liabilities) assets are comprised of the following at: December 31, (in thousands) 2019 2018 Deferred tax (liabilities) assets: Subordinated debt $ (3,659 ) $ — Indefinite lived intangibles (64 ) — Right of use assets (756 ) — Software development costs (1,219 ) (1,954 ) Acquired intangible assets (446 ) (676 ) Depreciation on property, plant and equipment (352 ) — Gross deferred tax liabilities (6,496 ) (2,630 ) Allowances for bad debts and inventory 3,013 2,785 Capitalized inventory costs 141 116 Intangible assets 117 420 Employee benefit accruals 2,427 1,742 Interest Limitation 1,248 — Lease liabilities 772 — Federal net operating loss carryforward 8,563 6,512 State net operating loss carryforward 2,317 2,112 Tax credit carryforwards 5,777 6,176 Depreciation on property, plant and equipment — 373 Other 912 722 Gross deferred tax assets 25,287 20,958 Less valuation allowance (18,855 ) (18,328 ) Net deferred tax liabilities $ (64 ) $ — |
Schedule of effective income tax rate reconciliation | Year ended December 31, 2019 2018 Federal statutory tax rate 21.0 % 21.0 % State taxes (4.5 ) 4.4 Non deductible expenses (0.3 ) (0.6 ) Tax credits 4.0 4.6 Expired tax credit (1.3 ) (3.9 ) Deferred tax adjustment (4.8 ) — Stock based compensation 1.9 0.8 Valuation allowance 3.2 (167.0 ) Contingent purchase revaluation — (1.0 ) Other (0.3 ) (0.1 ) 18.9 % (141.8 )% |
Segment and Related Informati_2
Segment and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of information of the company's segments | Information as to the Company’s segments is set forth below. Year ended December 31, (in thousands) 2019 2018 Revenues: Restaurant/Retail $ 123,307 $ 134,069 Government 63,925 67,177 Total $ 187,232 $ 201,246 Operating (loss) income : Restaurant/Retail $ (17,427 ) $ (14,399 ) Government 5,463 6,886 Other (1,167 ) (2,385 ) (13,131 ) (9,898 ) Other income, net (1,503 ) 306 Interest expense, net (4,571 ) (387 ) Income (loss) before provision for income taxes $ (19,205 ) $ (9,979 ) Identifiable assets: Restaurant/Retail $ 136,308 $ 68,004 Government 13,454 9,867 Other 39,850 16,810 Total $ 189,612 $ 94,681 Goodwill: Restaurant/Retail $ 40,650 $ 10,315 Government 736 736 Total $ 41,386 $ 11,051 Depreciation, amortization and accretion: Restaurant/Retail $ 3,858 $ 4,109 Government 67 32 Other 3,330 589 Total $ 7,255 $ 4,730 Capital expenditures including software costs: Restaurant/Retail $ 4,394 $ 4,307 Government 258 124 Other 1,878 3,409 Total $ 6,530 $ 7,840 |
Schedule of revenue by geographic area | The following table presents revenues by country based on the location of the use of the product or services. December 31, 2019 2018 United States $ 175,180 $ 188,026 Other Countries 12,052 13,220 Total $ 187,232 $ 201,246 |
Schedule of identifiable assets by geographic area | The following table presents assets by country based on the location of the asset. December 31, 2019 2018 United States $ 178,226 $ 84,652 Other Countries 11,386 10,029 Total $ 189,612 $ 94,681 |
Schedule of revenue by major customers | Customers comprising 10% or more of the Company’s total revenues are summarized as follows: December 31, 2019 2018 Restaurant and Retail segment : McDonald’s Corporation 16 % 19 % Yum! Brands, Inc. 25 % 13 % Dairy Queen 13 % 3 % Government segment : U.S. Department of Defense 34 % 33 % All Others 12 % 32 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 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 liabilities that are measured at fair value on a recurring basis (in thousands): Level 3 Inputs Liabilities Balance at December 31, 2017 $ 3,000 New level 3 liability — Change in fair value of contingent consideration liability (450 ) Settlement of level 3 liabilities — Balance at December 31, 2018 2,550 New level 3 liability 3,340 Change in fair value of contingent consideration liability — Settlement of level 3 liabilities (2,550 ) Balance at December 31, 2019 $ 3,340 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($)segmentshares | Dec. 31, 2018USD ($)shares | Dec. 18, 2019USD ($) | Jan. 01, 2019USD ($) | |
Accounting Policies [Abstract] | ||||
Number of operating segments | segment | 2 | |||
Property, Plant and Equipment [Line Items] | ||||
Contingent consideration liability | $ 2,500,000 | |||
Deferred compensation liability | $ 3,200,000 | 3,400,000 | ||
Change in fair value of contingent consideration | 0 | 450,000 | ||
Net rental loss on rental contracts | 996,000 | 865,000 | ||
Cost of acquired and internally developed software | 13,372,000 | 12,412,000 | ||
Capitalized software costs | 4,100,000 | 3,900,000 | ||
Amortization of capitalized software costs | 3,300,000 | 3,500,000 | ||
Impairment of intangible assets | 0 | 0 | ||
Impairment of capitalized software | $ 700,000 | $ 1,600,000 | ||
Weighted average shares outstanding (in shares) | shares | 16,223,000 | 16,041,000 | ||
Fair value calculation percentage | 80.00% | |||
Goodwill, measurement input | 3.00% | |||
Weighting of valuation method | 10.00% | |||
Goodwill | $ 41,386,000 | $ 11,051,000 | ||
Impairment of goodwill | 0 | 0 | ||
Impairment of long-lived assets | $ 0 | $ 0 | ||
Employee Stock Option | ||||
Property, Plant and Equipment [Line Items] | ||||
Incremental shares excluded from computation of diluted earnings per share (in shares) | shares | 383,000 | 750,000 | ||
Restricted Stock | ||||
Property, Plant and Equipment [Line Items] | ||||
Incremental shares excluded from computation of diluted earnings per share (in shares) | shares | 308,000 | 113,000 | ||
Internally developed software costs not meeting general release threshold | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost of acquired and internally developed software | $ 2,500,000 | $ 3,000,000 | ||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Warranty period | 12 months | |||
Estimated useful lives | 3 years | |||
Fair value determination, discounts rate | 13.00% | |||
Minimum | ASU 2016-02 | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease liability | $ 4,000,000 | |||
Minimum | Developed software costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 3 years | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Warranty period | 36 months | |||
Estimated useful lives | 25 years | |||
Fair value determination, discounts rate | 22.00% | |||
Maximum | ASU 2016-02 | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease liability | $ 4,500,000 | |||
Maximum | Developed software costs | ||||
Property, Plant and Equipment [Line Items] | ||||
Estimated useful life | 7 years | |||
Restaurant Magic | ||||
Property, Plant and Equipment [Line Items] | ||||
Contingent consideration liability | $ 3,300,000 | |||
Weighted average shares outstanding (in shares) | shares | 908,192 | |||
Goodwill | $ 27,945,000 | |||
Brink Software | ||||
Property, Plant and Equipment [Line Items] | ||||
Change in fair value of contingent consideration liability | 500,000 | |||
Obligations | ||||
Property, Plant and Equipment [Line Items] | ||||
Liability for the contingent consideration | $ 3,340,000 | 0 | ||
Change in fair value of contingent consideration liability | $ 0 | $ 450,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of other income, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other (expense) income [Abstract] | ||
Foreign currency loss | $ (83) | $ (258) |
Rental loss-net | (996) | (865) |
Gain on sale of real estate | 0 | 649 |
Fair value adjustment contingent consideration | 0 | 450 |
Other income, net | (424) | 330 |
Other income, net | $ (1,503) | $ 306 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of components of identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets - net | $ 32,948 | $ 10,859 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 41,027 | 19,162 |
Less accumulated amortization | (12,389) | (11,708) |
Total | 28,638 | 7,454 |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks, trade names (non-amortizable) | 2,500 | 3,005 |
Trademarks, trade names (non-amortizable) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks, trade names (non-amortizable) | 1,810 | 400 |
Developed software costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 36,137 | 18,972 |
Developed software costs | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Developed software costs | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 4,860 | 160 |
Estimated useful life | 7 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 30 | $ 30 |
Estimated useful life | 1 year |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of future amortization of intangible assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Future amortization of intangible assets [Abstract] | ||
2020 | $ 6,340 | |
2021 | 5,493 | |
2022 | 4,315 | |
2023 | 3,186 | |
2024 | 3,186 | |
Thereafter | 6,118 | |
Total | $ 28,638 | $ 7,454 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of reconciliation of weighted average shares outstanding for the basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basic and diluted earnings per share computations [Abstract] | ||
Net loss | $ (15,571) | $ (24,122) |
Basic: | ||
Weighted average shares outstanding at beginning of year (in shares) | 16,041 | 15,949 |
Weighted average shares issued during the year, net (in shares) | 182 | 92 |
Weighted average common shares, basic (in shares) | 16,223 | 16,041 |
Loss from per common share, basic (in dollars per share) | $ (0.96) | $ (1.50) |
Diluted: | ||
Weighted average common shares, basic (in shares) | 16,223 | 16,041 |
Dilutive impact of stock options and restricted stock awards (in shares) | 0 | 0 |
Weighted average common shares, diluted (in shares) | 16,223 | 16,041 |
Loss per common share, diluted (in dollars per share) | $ (0.96) | $ (1.50) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
December 31, 2018 | $ 11,051 |
Additions | 30,335 |
December 31, 2019 | $ 41,386 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Dec. 18, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Value of the Earn-Out | $ 2,500 | |||
Acquisition-related expenses | $ 600 | |||
Restricted stock units | ||||
Business Acquisition [Line Items] | ||||
Restricted stock units vest in equal annual installments | 3 years | |||
3M's Drive-Thru Communications Systems | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price | $ 8,400 | |||
Fair value of assets acquired | 8,412 | |||
Warranty liability assumed | 1,412 | |||
Business acquisition, cash paid | 7,000 | |||
Warranty liability assumed, short-term | 712 | |||
Warranty liability assumed, long-term | 700 | |||
Consideration of business acquisition | $ 7,000 | |||
Restaurant Magic | ||||
Business Acquisition [Line Items] | ||||
Fair value of assets acquired | $ 47,689 | |||
Business acquisition, cash paid | $ 13,000 | |||
Percentage of interest acquired of limited liability company | 100.00% | |||
Consideration of business acquisition | $ 43,005 | |||
Business acquisition, paid in shares | 27,500 | |||
Value of the Earn-Out | $ 3,300 | |||
Earn out liability (Maximum) | 3,340 | |||
Restaurant Magic | Subordinate promissory note | ||||
Business Acquisition [Line Items] | ||||
Warranty liability assumed | $ 2,000 | |||
Minimum | 3M's Drive-Thru Communications Systems | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 5 years | |||
Minimum | Restaurant Magic | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 5 years | |||
Maximum | 3M's Drive-Thru Communications Systems | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 7 years | |||
Maximum | Restaurant Magic | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 7 years | |||
Cash Or Subordinated Promissory Notes | Restaurant Magic | ||||
Business Acquisition [Line Items] | ||||
Earn outs payable | 50.00% | |||
Restricted Shares Of Common Stock | Restaurant Magic | ||||
Business Acquisition [Line Items] | ||||
Earn outs payable | 50.00% |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 18, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 41,386 | $ 11,051 | ||
3M's Drive-Thru Communications Systems | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 2,390 | |||
Property, plant and equipment – net | 712 | |||
Total assets | 8,412 | |||
Warranty liability | 1,412 | |||
Cash consideration | 7,000 | |||
3M's Drive-Thru Communications Systems | Trademarks | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets | 510 | |||
3M's Drive-Thru Communications Systems | Developed technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets | 1,200 | |||
3M's Drive-Thru Communications Systems | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets | $ 3,600 | |||
Restaurant Magic | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Tangible assets | $ 1,344 | |||
Goodwill | 27,945 | |||
Total assets | 47,689 | |||
Accounts payable and accrued expenses | 629 | |||
Deferred revenue | 715 | |||
Earn out liability | 3,340 | |||
Cash consideration | 43,005 | |||
Restaurant Magic | Developed technology | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets | 16,400 | |||
Restaurant Magic | Customer relationships | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets | 1,100 | |||
Restaurant Magic | Trade name | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Finite-lived intangible assets | $ 900 |
Divestiture (Details)
Divestiture (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Expenses related to expected sale, decrease in inventory reserves | $ 597,000 | $ 845,000 |
Expense related to expected sale, impairment of intangible assets | 0 | $ 0 |
Sure Check | Held-for-sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Expenses related to expected sale, held-for-sale | 1,213,000 | |
Expenses related to expected sale, decrease in inventory reserves | 509,000 | |
Expense related to expected sale, impairment of intangible assets | 704,000 | |
Adjustment related to sale | (363,000) | |
Adjustment related to sale, inventory reserve | (289,000) | |
Adjustment related to sale, impairment of intangible assets | $ (74,000) |
Revenue Recognition - Narrativ
Revenue Recognition - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |
Performance obligation, contract term | 12 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment period | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment period | 90 days |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Performance Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 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 | $ 7,800 | $ 6,800 |
Current - under one year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | 12,063 | 9,645 |
Current - under one year | Restaurant | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | 12,063 | 9,320 |
Current - under one year | Government | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | 0 | 325 |
Non-current - over one year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | 3,916 | 4,407 |
Non-current - over one year | Restaurant | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | 3,916 | 4,407 |
Non-current - over one year | Government | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations | $ 0 | $ 0 |
Revenue Recognition - Disaggre
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 187,232 | $ 201,246 |
Restaurant | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 93,857 | 101,260 |
Restaurant | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 29,450 | 32,809 |
Restaurant | Restaurant | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 92,702 | 98,353 |
Restaurant | Restaurant | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 27,224 | 29,713 |
Restaurant | Grocery | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,155 | 2,907 |
Restaurant | Grocery | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 2,226 | 3,096 |
Restaurant | Mission Systems | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant | Mission Systems | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant | ISR Solutions | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant | ISR Solutions | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 63,925 | 67,177 |
Government | Restaurant | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Grocery | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Mission Systems | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,512 | 34,796 |
Government | ISR Solutions | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 30,413 | $ 32,381 |
Revenue Recognition - Remainin
Revenue Recognition - Remaining Performance Obligation (Details) | Dec. 31, 2019 |
Non-current - over one year | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations, period | 60 months |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Lease right-of-use assets | $ 3,017 | |
Total | $ 3,081 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 5 years | |
ASU 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
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 | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Total lease expense | $ 1,632 | |
Total lease expense | $ 1,798 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from leases | $ 1,978 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Total lease right-of-use assets | $ 3,017 |
Total lease liabilities - current portion | 2,060 |
Total lease liabilities - net of current portion | 1,021 |
Total lease liabilities | $ 3,081 |
Weighted-average remaining lease term | |
Weighted-average remaining lease term, operating leases | 3 years 4 months |
Weighted-average remaining lease term, finance leases | 2 years 9 months 18 days |
Weighted-average discount rate | |
Weighted-average discount rate, operating leases | 4.00% |
Weighted-average discount rate, operating leases | 4.00% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments for Operating Leases (Details) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating Leases, After Adoption of 842: | |
2020 | $ 1,239 |
2021 | 954 |
2022 | 582 |
2023 | 574 |
2025 | 75 |
Thereafter | 0 |
Total lease payments | 3,424 |
Less: interest | (343) |
Total | $ 3,081 |
Accounts Receivable, net - Sum
Accounts Receivable, net - Summary of accounts receivable, net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Government segment: | ||
Accounts receivable-net | $ 41,774 | $ 26,219 |
Government | ||
Government segment: | ||
Accounts receivable-net | 11,000 | 8,537 |
Government | Billed | ||
Government segment: | ||
Accounts receivable-net | 11,608 | 9,100 |
Government | Advanced billings | ||
Government segment: | ||
Accounts receivable-net | (608) | (563) |
Restaurant/Retail | ||
Government segment: | ||
Accounts receivable-net | $ 30,774 | $ 17,682 |
Accounts Receivable, net - Nar
Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Government segment: | ||
Write-offs of accounts receivable | $ 300 | $ 400 |
Increase in bad debt expense | 830 | 805 |
Restaurant/Retail | ||
Government segment: | ||
Allowances for doubtful accounts | $ 1,800 | $ 1,300 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Component of inventory use in hospitality product [Abstract] | ||
Finished Goods | $ 8,320 | $ 12,472 |
Work in process | 0 | 67 |
Component parts | 6,768 | 4,716 |
Service parts | 4,238 | 5,482 |
Inventories, net | 19,326 | 22,737 |
Recorded inventory write-downs | $ 9,600 | $ 9,800 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Schedule of components of property, plant and equipment, net, excluding discontinued operations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 34,181 | $ 30,950 |
Less accumulated depreciation | (19,830) | (18,375) |
Property, plant and equipment, Net | 14,351 | 12,575 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 199 | 199 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 6,983 | 6,983 |
Rental property | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 2,749 | 2,749 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 12,015 | 2,226 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 11,755 | 10,274 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 480 | $ 8,519 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense recorded | $ 1.5 | $ 1.2 |
Rent received from leases | $ 0.3 | |
Rent received from leases | $ 0.4 | |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Building and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 20 years | |
Building and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 25 years | |
Furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 3 years | |
Furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives | 8 years |
Property, Plant and Equipment_5
Property, Plant and Equipment, net - Schedule of future minimum rent payments due to the company (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Property, Plant and Equipment [Abstract] | |
2020 | $ 287 |
2021 | 183 |
2022 | 93 |
2023 | 93 |
2024 | 95 |
Thereafter | 484 |
Total | $ 1,235 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 18, 2019USD ($) | Apr. 15, 2019USD ($)business_day | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)trading_day | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)business_day | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | |||||||
Induced conversion of convertible debt expense | $ 2,000,000 | ||||||
Issuance cost, equity component | 1,100,000 | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | |||
Description of event of default, default on payment of interest period | business_day | 30 | ||||||
Description of event of default, aggregate principal amount of final judgments | $ 10,000,000 | ||||||
Description of event of default, final judgment payment period | business_day | 60 | ||||||
Percentage of principal amount due if event of default occurs (at least) | 25.00% | ||||||
Income tax benefit, equity transaction | 4,100,000 | ||||||
Line of credit | 0 | 0 | 0 | 0 | $ 7,819,000 | ||
Convertible Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Implied estimated effective rate | 10.24% | ||||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt issued | $ 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | 80,000,000 | ||
Liability, debt | 61,045,000 | 61,045,000 | 61,045,000 | 61,045,000 | |||
Equity component of notes | 17,624,000 | 17,624,000 | 17,624,000 | 17,624,000 | |||
Issuance cost, equity component | 1,094,000 | $ 1,094,000 | $ 1,094,000 | $ 1,094,000 | |||
Convertible Debt | Convertible Senior Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.50% | ||||||
Conversion ratio | 0.0350217 | ||||||
Convertible debt threshold, trading days | trading_day | 20 | ||||||
Convertible debt threshold, consecutive trading days | business_day | 30 | ||||||
Convertible debt, threshold percentage | 130.00% | ||||||
Convertible debt, measurement period | 5 | 5 | |||||
Convertible debt, measurement period percentage | 98.00% | ||||||
Liability, debt | $ 62,400,000 | ||||||
Equity component of notes | 17,600,000 | ||||||
Issuance costs | 4,900,000 | $ 4,900,000 | $ 4,900,000 | $ 4,900,000 | |||
Issuance cost, equity component | 1,100,000 | 1,100,000 | 1,100,000 | 1,100,000 | |||
Issuance costs, debt | 3,800,000 | 3,800,000 | 3,800,000 | 3,800,000 | |||
Secured Debt | Collateralized Mortgage Backed Loan | |||||||
Debt Instrument [Line Items] | |||||||
Liability, debt | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit agreement revolving loans | $ 25,000,000 | ||||||
Restaurant Magic | Subordinate promissory note | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 4.50% | ||||||
Acquisition by delivery of subordinate promissory note | $ 2,000,000 | ||||||
Repayments of interest and principal amount | 60,391 | ||||||
Future minimum principal payments 2020 | 600,000 | ||||||
Future minimum principal payments 2021 | 700,000 | ||||||
Future minimum principal payments 2021 | $ 700,000 |
Debt - Equity and Liability Com
Debt - Equity and Liability Components of the Notes (Details) - USD ($) | Dec. 31, 2019 | Apr. 15, 2019 |
Debt Instrument [Line Items] | ||
Less: Issuance costs | $ (1,100,000) | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal amount of 2024 Notes outstanding | 80,000,000 | $ 80,000,000 |
Unamortized discount (including unamortized debt issuance cost) | (18,955,000) | |
Total notes payable | 61,045,000 | |
Equity component of notes | 17,624,000 | |
Less: Deferred tax liability | (4,065,000) | |
Less: Issuance costs | (1,094,000) | |
Capital in excess of Par Value | $ 12,465,000 |
Stock Based Compensation - Nar
Stock Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense included in selling, general and administrative expense | $ 2,700 | $ 1,000 | |
Stock-based compensation expense, tax benefit | 121 | 18 | |
Total stock-based compensation expense | $ 2,706 | $ 1,039 | |
Options granted (in shares) | 122,000 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 24.87 | $ 19.36 | |
Total intrinsic value of options exercised | $ 5,400 | $ 1,600 | |
Unrecognized compensation expense | $ 1,800 | ||
Restricted stock awards granted (in shares) | 225,000 | 79,000 | |
Share price (in dollars per share) | $ 0.02 | $ 0.02 | |
Weighted average grant date fair value (in dollars per share) | $ 24.77 | $ 17.08 | |
Shares released (in shares) | 13,000 | 31,000 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total stock-based compensation expense | $ 2,200 | $ 700 | |
Restricted stock awards cancelled (in shares) | 53,000 | 13,000 | |
Restricted Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards cancelled (in shares) | 38,000 | 12,000 | |
Performance Shares | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Performance Shares | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Equity Incentive Plan 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized under plan approved by directors (in shares) | 2,000,000 | ||
Equity Incentive Plan 2015 | Employee Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Equity Incentive Plan 2015 | Employee Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Equity Incentive Plan 2015 | Employee Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Equity Incentive Plan 2005 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized under plan approved by directors (in shares) | 2,250,000 | ||
Options granted (in shares) | 0 | ||
Equity Incentive Plan 2005 | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards granted (in shares) | 0 | 0 | |
Equity Incentive Plan 2005 | Employee Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Equity Incentive Plan 2005 | Employee Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Equity Incentive Plan 2005 | Employee Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years |
Stock Based Compensation - Sch
Stock Based Compensation - Schedule of information with respect to stock options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding at December 31, 2018 (in shares) | 678 |
Options granted (in shares) | 122 |
Options exercised (in shares) | (256) |
Forfeited and cancelled (in shares) | (144) |
Expired (in shares) | 0 |
Outstanding at December 31, 2019 (in shares) | 400 |
Vested and expected to vest at December 31, 2019 (in shares) | 376 |
Total shares exercisable as of December 31, 2019 (in shares) | 152 |
Shares remaining available for grant (in shares) | 1,100 |
Weighted Average Exercise Price | |
Outstanding at December 31, 2018 (in dollars per share) | $ / shares | $ 7.89 |
Options granted (in dollars per share) | $ / shares | 24.87 |
Options Exercised (in dollars per share) | $ / shares | 5.60 |
Forfeited and cancelled (in dollars per share) | $ / shares | 7.18 |
Expired (in dollars per share) | $ / shares | 0 |
Outstanding at December 31, 2019 (in dollars per share) | $ / shares | 14.50 |
Vested and expected to vest at December 31, 2019 (in dollars per share) | $ / shares | 9.81 |
Total shares exercisable as of December 31, 2019 (in dollars per share) | $ / shares | $ 9.05 |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2018 | $ | $ 12,605 |
Outstanding at December 31, 2019 | $ | |
Vested and expected to vest at December 31, 2019 | $ | |
Total shares exercisable as of December 31, 2019 | $ |
Stock Based Compensation - S_2
Stock Based Compensation - Schedule of assumptions for fair value of options at the date of the grant (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | ||
Expected option life | 3 years | 3 years 8 months 12 days |
Weighted average risk-free interest rate | 2.00% | 2.20% |
Weighted average expected volatility | 35.00% | 36.00% |
Expected dividend yield | 0.00% | 0.00% |
Stock Based Compensation - S_3
Stock Based Compensation - Schedule of share-based compensation by exercise price range (Details) - $4.06 - $24.87 shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Lower range of exercise price (in dollars per share) | $ 4.06 |
Upper range of exercise price (in dollars per share) | $ 24.87 |
Number outstanding (in shares) | shares | 400 |
Weighted Average Remaining Life | 7 years 11 months 20 days |
Weighted average exercise price (in dollars per share) | $ 14.50 |
Stock Based Compensation - S_4
Stock Based Compensation - Schedule of activity with respect to non-vested stock options (Details) - Non vested equity awards shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares (in thousands) | |
Balance at January 1, 2019 (in shares) | shares | 193 |
Granted (in shares) | shares | 225 |
Vested (in shares) | shares | (13) |
Forfeited and canceled (in shares) | shares | (53) |
Balance at December 31, 2019 (in shares) | shares | 352 |
Weighted Average grant- date fair value | |
Balance at January 1, 2019 (in dollars per share) | $ / shares | $ 9.88 |
Granted (in dollars per share) | $ / shares | 24.77 |
Vested (in dollars per share) | $ / shares | 13.32 |
Forfeited and canceled (in dollars per share) | $ / shares | 24.18 |
Balance at December 31, 2019 (in dollars per share) | $ / shares | $ 23.08 |
Income Taxes - Summary of prov
Income Taxes - Summary of provision for income taxes from continuing operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax: | ||
Federal | $ 0 | $ 0 |
State | 182 | 293 |
Foreign | 186 | 41 |
Total current | 368 | 334 |
Deferred income tax: | ||
Federal | (3,418) | 12,004 |
State | (584) | 1,805 |
Total deferred | (4,002) | 13,809 |
(Benefit from) provision for income taxes | $ (3,634) | $ 14,143 |
Income Taxes - Components of (
Income Taxes - Components of (loss) income before income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
United States | $ (19,092) | $ (9,820) |
Other Countries | (113) | (159) |
Loss before provision for income taxes | $ (19,205) | $ (9,979) |
Income Taxes - Summary of defe
Income Taxes - Summary of deferred tax liabilities (assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax (liabilities) assets: | ||
Subordinated debt | $ (3,659) | $ 0 |
Indefinite lived intangibles | (64) | 0 |
Right of use assets | (756) | |
Software development costs | (1,219) | (1,954) |
Acquired intangible assets | (446) | (676) |
Depreciation on property, plant and equipment | (352) | 0 |
Gross deferred tax liabilities | (6,496) | (2,630) |
Allowances for bad debts and inventory | 3,013 | 2,785 |
Capitalized inventory costs | 141 | 116 |
Intangible assets | 117 | 420 |
Employee benefit accruals | 2,427 | 1,742 |
Interest Limitation | 1,248 | 0 |
Lease liabilities | 772 | |
Federal net operating loss carryforward | 8,563 | 6,512 |
State net operating loss carryforward | 2,317 | 2,112 |
Tax credit carryforwards | 5,777 | 6,176 |
Depreciation on property, plant and equipment | 0 | 373 |
Other | 912 | 722 |
Gross deferred tax assets | 25,287 | 20,958 |
Less valuation allowance | (18,855) | (18,328) |
Net deferred tax liabilities | $ (64) | $ 0 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax liability | $ 10 | |
Tax expense associated with deferred tax asset valuation allowance | $ 4,000 | |
Effective income tax rate | 18.90% | (141.80%) |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | $ 5,400 | |
Operating loss carryforwards | 24,500 | |
Operating loss carryforwards for unlimited period | 17,900 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforwards | 300 | |
Operating loss carryforwards | $ 43,300 |
Income Taxes - Schedule of eff
Income Taxes - Schedule of effective income tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory tax rate | 21.00% | 21.00% |
State taxes | (4.50%) | 4.40% |
Non deductible expenses | (0.30%) | (0.60%) |
Tax credits | 4.00% | 4.60% |
Expired tax credit | (1.30%) | (3.90%) |
Deferred tax adjustment | (4.80%) | 0.00% |
Stock based compensation | 1.90% | 0.80% |
Valuation allowance | 3.20% | (167.00%) |
Contingent purchase revaluation | 0.00% | (1.00%) |
Other | (0.30%) | (0.10%) |
Total | 18.90% | (141.80%) |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | 18 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | Jul. 01, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution by company | 6.00% | ||
Matching contribution | $ 800,000 | $ 400,000 | |
Awards payable under incentive-compensation plan | 2,600,000 | 300,000 | |
Deferred compensation plan, employer contributions | $ 0 | $ 0 | |
Minimum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contribution percentage | 10.00% | ||
Maximum | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Matching contribution percentage | 50.00% |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Expenses relating to investigation | $ 0.6 | $ 1.1 |
Segment and Related Informati_3
Segment and Related Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019segmenth | |
Segment Reporting [Abstract] | |
Number of segments | segment | 2 |
Number of hours of telephone support for hospitality segment (in hours) | h | 24 |
Segment and Related Informati_4
Segment and Related Information - Schedule of information of the company's segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total net revenues | $ 187,232 | $ 201,246 |
Operating (loss) income | (13,131) | (9,898) |
Other income, net | (1,503) | 306 |
Interest expense, net | (4,571) | (387) |
Loss before provision for income taxes | (19,205) | (9,979) |
Identifiable assets | 189,612 | 94,681 |
Goodwill | 41,386 | 11,051 |
Depreciation, amortization, and accretion | 7,255 | 4,730 |
Capital expenditures including software costs | 6,530 | 7,840 |
Restaurant/Retail | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 40,650 | 10,315 |
Government | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 736 | 736 |
Operating Segments | Restaurant/Retail | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 123,307 | 134,069 |
Operating (loss) income | (17,427) | (14,399) |
Identifiable assets | 136,308 | 68,004 |
Depreciation, amortization, and accretion | 3,858 | 4,109 |
Capital expenditures including software costs | 4,394 | 4,307 |
Operating Segments | Government | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 63,925 | 67,177 |
Operating (loss) income | 5,463 | 6,886 |
Identifiable assets | 13,454 | 9,867 |
Depreciation, amortization, and accretion | 67 | 32 |
Capital expenditures including software costs | 258 | 124 |
Other | ||
Segment Reporting Information [Line Items] | ||
Operating (loss) income | (1,167) | (2,385) |
Identifiable assets | 39,850 | 16,810 |
Depreciation, amortization, and accretion | 3,330 | 589 |
Capital expenditures including software costs | $ 1,878 | $ 3,409 |
Segment and Related Informati_5
Segment and Related Information - Schedule of revenue by geographic area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total net revenues | $ 187,232 | $ 201,246 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total net revenues | 175,180 | 188,026 |
Other Countries | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total net revenues | $ 12,052 | $ 13,220 |
Segment and Related Informati_6
Segment and Related Information - Schedule of identifiable assets by geographic area (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | $ 189,612 | $ 94,681 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | 178,226 | 84,652 |
Other Countries | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | $ 11,386 | $ 10,029 |
Segment and Related Informati_7
Segment and Related Information - Schedule of revenue by major customers (Details) - Customer Concentration Risk - Revenue | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue, Major Customer [Line Items] | ||
Percentage of revenue generated by customer | 100.00% | 100.00% |
Reportable Segments | Restaurant/Retail | McDonald’s Corporation | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue generated by customer | 16.00% | 19.00% |
Reportable Segments | Restaurant/Retail | Yum! Brands, Inc. | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue generated by customer | 25.00% | 13.00% |
Reportable Segments | Restaurant/Retail | Dairy Queen | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue generated by customer | 13.00% | 3.00% |
Reportable Segments | Government | U.S. Department of Defense | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue generated by customer | 34.00% | 33.00% |
All Others | ||
Revenue, Major Customer [Line Items] | ||
Percentage of revenue generated by customer | 12.00% | 32.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of Notes | $ 102,300 | |
Obligations | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 2,550 | $ 3,000 |
New level 3 liability | 3,340 | 0 |
Change in fair value of contingent consideration liability | 0 | (450) |
Settlement of level 3 liabilities | (2,550) | 0 |
Ending Balance | $ 3,340 | $ 2,550 |
Related Party Transactions (Det
Related Party Transactions (Details) - Corporate Wellness Facility - USD ($) | 4 Months Ended | 12 Months Ended |
Apr. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Monthly rental income from related party | $ 9,775 | |
Expenses incurred | $ 74,000 | |
Rental Income | ||
Related Party Transaction [Line Items] | ||
Rental income received | $ 39,100 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 10, 2020USD ($) | Feb. 10, 2020USD ($)shares | Feb. 10, 2020USD ($)trading_day | Feb. 10, 2020USD ($) | Feb. 10, 2020USD ($)business_day | Apr. 15, 2019USD ($)business_day | Dec. 31, 2019USD ($)trading_day | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($)business_day |
Debt Instrument [Line Items] | |||||||||
Description of event of default, aggregate principal amount of final judgments | $ 10,000,000 | ||||||||
Description of event of default, final judgment payment period | business_day | 60 | ||||||||
Percentage of principal amount due if event of default occurs (at least) | 25.00% | ||||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | |||||
Convertible Debt | Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate | 4.50% | ||||||||
Trading days | trading_day | 20 | ||||||||
Consecutive trading days | business_day | 30 | ||||||||
Convertible debt, measurement period | 5 | 5 | |||||||
Convertible debt, measurement period percentage | 98.00% | ||||||||
Convertible Debt | Subsequent event | Convertible Senior Notes Due 2026 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued | $ 120,000,000 | $ 120,000,000 | $ 120,000,000 | $ 120,000,000 | $ 120,000,000 | ||||
Stated interest rate | 2.875% | 2.875% | 2.875% | 2.875% | 2.875% | ||||
Net proceeds from issuance and sale of notes | $ 115,900,000 | ||||||||
Trading days | trading_day | 20 | ||||||||
Consecutive trading days | business_day | 30 | ||||||||
Percentage of conversion price | 130.00% | ||||||||
Convertible debt, measurement period | 5 | 5 | |||||||
Convertible debt, measurement period percentage | 98.00% | ||||||||
Description of event of default, aggregate principal amount of final judgments | 15,000,000 | ||||||||
Description of event of default, final judgment payment period | business_day | 60 | ||||||||
Percentage of principal amount due if event of default occurs (at least) | 25.00% | ||||||||
Convertible Debt | Subsequent event | Convertible Senior Notes Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt issued | 13,750,000 | $ 13,750,000 | $ 13,750,000 | $ 13,750,000 | $ 13,750,000 | ||||
Repayments of convertible debt | 66,250,000 | ||||||||
Number of shares of common stock used to repurchase (in shares) | shares | 722,423 | ||||||||
Common stock to repurchased | $ 66,250,000 | $ 66,250,000 | $ 66,250,000 | $ 66,250,000 | $ 66,250,000 |