Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 27, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-09720 | ||
Entity Registrant Name | PAR TECHNOLOGY CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1434688 | ||
Entity Address, Address Line One | PAR Technology Park | ||
Entity Address, Address Line Two | 8383 Seneca Turnpike | ||
Entity Address, City or Town | New Hartford | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 13413-4991 | ||
City Area Code | 315 | ||
Local Phone Number | 738-0600 | ||
Title of 12(b) Security | Common Stock, $.02 par value | ||
Trading Symbol | PAR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,004,244,555 | ||
Entity Common Stock, Shares Outstanding | 27,315,382 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Shareholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report. | ||
Entity Central Index Key | 0000708821 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Rochester, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 70,328 | $ 188,419 |
Cash held on behalf of customers | 7,205 | 0 |
Short-term investments | 40,290 | 0 |
Accounts receivable, net | 59,960 | 49,978 |
Inventories, net | 37,594 | 35,078 |
Other current assets | 8,572 | 9,532 |
Total current assets | 223,949 | 283,007 |
Property, plant and equipment, net | 12,961 | 13,709 |
Goodwill | 486,762 | 457,306 |
Intangible assets, net | 111,097 | 118,763 |
Lease right-of-use assets | 4,061 | 4,348 |
Other assets | 16,028 | 11,016 |
Total assets | 854,858 | 888,149 |
Current liabilities: | ||
Current portion of long-term debt | 0 | 705 |
Accounts payable | 23,283 | 20,845 |
Accrued salaries and benefits | 18,936 | 17,265 |
Accrued expenses | 6,531 | 5,042 |
Customers payable | 7,205 | 0 |
Lease liabilities – current portion | 1,307 | 2,266 |
Customer deposits and deferred service revenue | 10,562 | 14,394 |
Total current liabilities | 67,824 | 60,517 |
Lease liabilities, net of current portion | 2,868 | 2,440 |
Long-term debt | 389,192 | 305,845 |
Deferred service revenue – noncurrent | 5,125 | 7,597 |
Other long-term liabilities | 14,655 | 7,405 |
Total liabilities | 479,664 | 383,804 |
Shareholders’ equity: | ||
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.02 par value, 58,000,000 shares authorized; 28,589,567 and 28,094,333 shares issued, 27,319,045 and 26,924,397 outstanding at December 31, 2022 and December 31, 2021, respectively | 570 | 562 |
Additional paid in capital | 595,286 | 640,937 |
Accumulated deficit | (205,204) | (122,505) |
Accumulated other comprehensive loss | (1,365) | (3,704) |
Treasury stock, at cost, 1,270,522 and 1,181,449 shares at December 31, 2022 and December 31, 2021, respectively | (14,093) | (10,945) |
Total shareholders’ equity | 375,194 | 504,345 |
Total Liabilities and Shareholders’ Equity | $ 854,858 | $ 888,149 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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) | 58,000,000 | 58,000,000 |
Common stock, issued (in shares) | 28,589,567 | 28,094,333 |
Common stock, outstanding (in shares) | 27,319,045 | 26,924,397 |
Treasury stock, at cost (in shares) | 1,270,522 | 1,181,449 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues, net: | |||
Revenue | $ 355,795 | $ 282,876 | $ 213,786 |
Costs of sales: | |||
Costs of sales | 266,502 | 220,755 | 174,461 |
Gross margin | 89,293 | 62,121 | 39,325 |
Operating expenses: | |||
Selling, general and administrative | 101,219 | 83,998 | 46,196 |
Research and development | 48,643 | 34,579 | 19,252 |
Amortization of identifiable intangible assets | 1,863 | 1,825 | 1,163 |
Adjustment to contingent consideration liability | (4,400) | 0 | (3,340) |
Gain on insurance proceeds | 0 | (4,400) | 0 |
Total operating expenses | 147,325 | 116,002 | 63,271 |
Operating loss | (58,032) | (53,881) | (23,946) |
Other (expense) income, net | (1,224) | (1,279) | 808 |
Loss on extinguishment of debt | 0 | (11,916) | (8,123) |
Interest expense, net | (8,811) | (18,147) | (8,287) |
Loss before benefit from income taxes | (68,067) | (85,223) | (39,548) |
(Provision for) benefit from income taxes | (1,252) | 9,424 | 2,986 |
Net loss | $ (69,319) | $ (75,799) | $ (36,562) |
Net loss per share, basic (in dollars per share) | $ (2.55) | $ (3.02) | $ (1.92) |
Net loss per share, diluted (in dollars per share) | $ (2.55) | $ (3.02) | $ (1.92) |
Weighted average shares outstanding, basic (in shares) | 27,152 | 25,088 | 19,014 |
Weighted average shares outstanding, diluted (in shares) | 27,152 | 25,088 | 19,014 |
Hardware | |||
Revenues, net: | |||
Revenue | $ 114,410 | $ 105,014 | $ 73,228 |
Costs of sales: | |||
Costs of sales | 92,224 | 80,841 | 58,887 |
Subscription service | |||
Revenues, net: | |||
Revenue | 97,499 | 62,649 | 31,370 |
Costs of sales: | |||
Costs of sales | 47,424 | 38,651 | 20,912 |
Professional service | |||
Revenues, net: | |||
Revenue | 50,438 | 42,688 | 37,914 |
Costs of sales: | |||
Costs of sales | 40,982 | 34,575 | 29,021 |
Contract | |||
Revenues, net: | |||
Revenue | 93,448 | 72,525 | 71,274 |
Costs of sales: | |||
Costs of sales | $ 85,872 | $ 66,688 | $ 65,641 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (69,319) | $ (75,799) | $ (36,562) |
Other comprehensive income (loss), net of applicable tax: | |||
Foreign currency translation adjustments | 2,339 | 232 | 1,432 |
Comprehensive loss | $ (66,980) | $ (75,567) | $ (35,130) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | 2024 Notes | 2026 Notes | 2027 Notes | Common Stock | Capital in Excess of Par Value | Capital in Excess of Par Value Cumulative Effect, Period of Adoption, Adjustment | Capital in Excess of Par Value Cumulative Effect, Period of Adoption, Adjusted Balance | Capital in Excess of Par Value 2024 Notes | Capital in Excess of Par Value 2026 Notes | Capital in Excess of Par Value 2027 Notes | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Treasury Stock 2024 Notes |
Balance (in shares) at Dec. 31, 2019 | 18,360,000 | ||||||||||||||||||
Balance at Dec. 31, 2019 | $ 72,847 | $ 367 | $ 94,372 | $ (10,144) | $ (5,368) | $ (6,380) | |||||||||||||
Treasury stock (in shares) at Dec. 31, 2019 | 1,731,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 47,000 | ||||||||||||||||||
Issuance of common stock upon the exercise of stock options | 675 | $ 1 | 674 | ||||||||||||||||
Net issuance of restricted stock awards (in shares) | 29,000 | ||||||||||||||||||
Net issuance of restricted stock awards | 835 | $ 1 | 834 | ||||||||||||||||
Net issuance of restricted stock units (in shares) | 23,000 | ||||||||||||||||||
Issuance of restricted stock for acquisition (in shares) | 908,000 | ||||||||||||||||||
Issuance of restricted stock for acquisition | 18 | $ 18 | |||||||||||||||||
Stock-based compensation | 4,251 | 4,251 | |||||||||||||||||
Treasury stock acquired from employees upon exercise of stock options (in shares) | (57,000) | ||||||||||||||||||
Treasury stock acquired from employees upon exercise of stock options | (1,186) | (143) | $ (1,043) | ||||||||||||||||
Equity component of redeemed 2024 convertible notes (net of deferred taxes of $3.0 million) (in shares) | 722,000 | ||||||||||||||||||
Equity component of redeemed 2024 convertible notes (net of deferred taxes of $3.0 million) | $ (4,372) | $ (6,808) | $ 2,436 | ||||||||||||||||
Proceeds from public share offering, net of issuance costs (in shares) | 3,616,000 | ||||||||||||||||||
Proceeds from public share offering, net of issuance costs | 131,407 | $ 19,060 | $ 72 | 131,335 | $ 19,060 | ||||||||||||||
Foreign currency translation adjustments | 1,432 | 1,432 | |||||||||||||||||
Net loss | (36,562) | (36,562) | |||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 22,983,000 | ||||||||||||||||||
Balance at Dec. 31, 2020 | $ 188,405 | $ 459 | 243,575 | (46,706) | (3,936) | $ (4,987) | |||||||||||||
Treasury stock (in shares) at Dec. 31, 2020 | 1,066,000 | ||||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 105,000 | ||||||||||||||||||
Issuance of common stock upon the exercise of stock options | $ 1,156 | $ 2 | 1,154 | ||||||||||||||||
Net issuance of restricted stock awards (in shares) | 2,000 | ||||||||||||||||||
Net issuance of restricted stock units (in shares) | 176,000 | ||||||||||||||||||
Net issuance of restricted stock units | 372 | $ 4 | 368 | ||||||||||||||||
Issuance of restricted stock for acquisition (in shares) | 1,493,000 | ||||||||||||||||||
Issuance of restricted stock for acquisition | 110,219 | $ 30 | 110,189 | ||||||||||||||||
Stock-based compensation | 14,615 | 14,615 | |||||||||||||||||
Treasury stock acquired from employees upon exercise of stock options (in shares) | (115,000) | ||||||||||||||||||
Treasury stock acquired from employees upon exercise of stock options | (5,958) | $ (5,958) | |||||||||||||||||
Proceeds from public share offering, net of issuance costs (in shares) | 3,335,000 | ||||||||||||||||||
Proceeds from public share offering, net of issuance costs | 208,172 | $ 62,931 | $ 67 | 208,105 | $ 62,931 | ||||||||||||||
Foreign currency translation adjustments | 232 | 232 | |||||||||||||||||
Net loss | $ (75,799) | (75,799) | |||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 26,924,397 | 28,094,000 | |||||||||||||||||
Balance at Dec. 31, 2021 | $ 504,345 | $ (80,036) | $ 424,309 | $ 562 | 640,937 | $ (66,656) | $ 574,281 | (122,505) | $ (13,380) | $ (135,885) | (3,704) | $ (10,945) | |||||||
Treasury stock (in shares) at Dec. 31, 2021 | 1,181,000 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 135,000 | 133,000 | |||||||||||||||||
Issuance of common stock upon the exercise of stock options | $ 1,286 | $ 3 | 1,283 | ||||||||||||||||
Net issuance of restricted stock awards (in shares) | 200,000 | ||||||||||||||||||
Net issuance of restricted stock awards | 1 | $ 2 | (1) | ||||||||||||||||
Issuance of restricted stock for acquisition (in shares) | 163,000 | ||||||||||||||||||
Issuance of restricted stock for acquisition | 6,300 | $ 3 | 6,297 | ||||||||||||||||
Stock-based compensation | 13,426 | 13,426 | |||||||||||||||||
Treasury stock acquired from employees upon exercise of stock options (in shares) | (90,000) | ||||||||||||||||||
Treasury stock acquired from employees upon exercise of stock options | (3,148) | $ (3,148) | |||||||||||||||||
Foreign currency translation adjustments | 2,339 | 2,339 | |||||||||||||||||
Net loss | $ (69,319) | (69,319) | |||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 27,319,045 | 28,590,000 | |||||||||||||||||
Balance at Dec. 31, 2022 | $ 375,194 | $ 570 | $ 595,286 | $ (205,204) | $ (1,365) | $ (14,093) | |||||||||||||
Treasury stock (in shares) at Dec. 31, 2022 | 1,271,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payments for common stock issuance costs | $ 6,828 | $ 0 |
Public Offering | ||
Payments for common stock issuance costs | 6,000 | |
Private Placement | ||
Payments for common stock issuance costs | 6,800 | |
2024 Notes | ||
Convertible debt, equity component, deferred tax | 3,000 | |
2026 Notes | ||
Convertible debt, equity component, deferred tax | 6,200 | |
Payments for common stock issuance costs | $ 900 | |
2027 Notes | ||
Convertible debt, equity component, deferred tax | 700 | |
Issuance cost, equity component | $ 2,100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (69,319) | $ (75,799) | $ (36,562) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 26,095 | 21,421 | 10,097 |
Accretion of debt in interest expense | 1,997 | 8,725 | 4,355 |
Current expected credit losses | 1,204 | 1,290 | 540 |
Provision for obsolete inventory | 69 | 103 | 2,256 |
Stock-based compensation | 13,426 | 14,615 | 4,251 |
Impairment loss | 1,301 | 0 | 0 |
Loss on debt extinguishment | 0 | 11,916 | 8,123 |
Adjustment to contingent consideration liability | (4,400) | 0 | (3,340) |
Deferred income tax | (373) | (10,417) | (3,229) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (11,240) | 1,832 | (1,532) |
Inventories | (2,777) | (13,547) | (4,476) |
Other current assets | 949 | (3,995) | 809 |
Other assets | (5,052) | (4,001) | 326 |
Accounts payable | 2,191 | 4,911 | (4,176) |
Accrued salaries and benefits | 1,361 | (270) | 5,327 |
Accrued expenses | 1,012 | (6,096) | (594) |
Customer deposits and deferred service revenue | (5,851) | (1,710) | (3,445) |
Customers payable | 7,205 | 0 | 0 |
Other long-term liabilities | (868) | (2,134) | 1,027 |
Net cash used in operating activities | (43,070) | (53,156) | (20,243) |
Cash flows from investing activities: | |||
Cash paid for acquisition, net of cash acquired | (18,797) | (374,705) | 0 |
Settlement of working capital for acquisition | 0 | 0 | 191 |
Capital expenditures | (1,178) | (1,435) | (1,299) |
Capitalization of software costs | (6,445) | (6,852) | (7,932) |
Purchase of held to maturity investments | (40,290) | 0 | 0 |
Net cash used in investing activities | (66,710) | (382,992) | (9,040) |
Cash flows from financing activities: | |||
Principal payments of long-term debt | (705) | (4,174) | (629) |
Payments for the extinguishment of notes payable | 0 | (183,618) | (66,250) |
Proceeds from common stock issuance | 0 | 215,000 | 131,407 |
Payments for common stock issuance costs | 0 | (6,828) | 0 |
Proceeds from debt issuance, net of original issue discount | 0 | 441,385 | 115,786 |
Payments for debt issuance costs | 0 | (13,998) | 0 |
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (3,148) | (5,315) | (297) |
Proceeds from exercise of stock options | 1,286 | 1,156 | 675 |
Net cash (used in) provided by financing activities | (2,567) | 443,608 | 180,692 |
Effect of exchange rate changes on cash and cash equivalents | 1,461 | 273 | 1,241 |
Net (decrease) increase in cash, cash equivalents, and cash held on behalf of customers | (110,886) | 7,733 | 152,650 |
Cash, cash equivalents, and cash held on behalf of customers at beginning of period | 188,419 | 180,686 | 28,036 |
Cash, cash equivalents, and cash held on behalf of customers at end of period | 77,533 | 188,419 | 180,686 |
Reconciliation of cash, cash equivalents, and cash held on behalf of customers | |||
Cash and cash equivalents | 70,328 | 188,419 | 180,686 |
Cash held on behalf of customers | 7,205 | 0 | 0 |
Total cash, cash equivalents, and cash held on behalf of customers | 77,533 | 188,419 | 180,686 |
Supplemental disclosures of cash flow information: | |||
Interest | 22 | 8,383 | 4,018 |
Income taxes | 1,285 | 0 | 205 |
Bonus accrual to be paid in common shares | 0 | 0 | 620 |
Capitalized software recorded in accounts payable | 27 | 48 | 316 |
Capital expenditures in accounts payable | 75 | 26 | 228 |
Tax withholding in accrued salaries and benefits related to treasury stock acquired from employees | 0 | 643 | 0 |
Common stock issued for acquisition | $ 6,300 | $ 110,219 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 leading technology platforms to the restaurant and retail industries. We provide enterprise restaurants, franchisees, and other restaurant outlets in the three major restaurant categories - quick service, fast casual, and table service - with operational efficiencies by offering them a comprehensive suite of subscription services, hardware, and professional services. Our subscription services are grouped into three categories: Guest Engagement, which includes Punchh for customer loyalty and engagement and MENU for omnichannel digital ordering and delivery; Operator Solutions, which includes Brink POS for front-of-house and PAR Pay and PAR Payment Services for payments; and Back Office, which includes Data Central. The Government segment provides technical expertise and development of advanced systems and software solutions for the DoD and other federal agencies, as well as satellite command and control, communication, and IT mission systems at several DoD facilities worldwide. The accompanying consolidated financial statements include the Company's accounts and those of its consolidated wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Basis of presentation and use of estimates The Company prepares its consolidated financial statements and related notes in accordance with accounting principles generally accepted in the United States of America. 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 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 including right-to-use assets and liabilities, identifiable intangible assets and goodwill, the measurement of liabilities and equity recognized for outstanding convertible notes, credit losses for receivables, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from those estimates. Business combinations The Company accounts for business combinations pursuant to ASC Topic 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 purchase price allocation process requires the Company to make significant assumptions and estimates in determining purchase price and the fair value of 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 fair value adjustments are recorded in 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 The Company determined the acquisition date fair value of contingent consideration associated with the Data Central Acquisition and MENU Acquisition using Monte-Carlo simulation valuation techniques, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement . This valuation technique is also used to determine current fair value of any contingent consideration. The 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 post-closing revenue focused milestones 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 the Company's 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 Data Central Acquisition resulted in a liability for the contingent consideration 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 is 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 2020, the Company recorded a $3.3 million adjustment to decrease the fair value of the contingent consideration related to the Data Central Acquisition to zero as of December 31, 2020. No additional adjustments were made by the Company during 2021. The MENU Acquisition resulted in an initial liability for the contingent consideration recorded in the amount of $14.2 million during the third quarter of 2022. The liability for the contingent consideration was established at the time of the acquisition and is 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 the fourth quarter of 2022, the Company recorded a $4.4 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition to $9.8 million as of December 31, 2022. Revenue and Cost of Sales Presentation Changes Beginning with this Annual Report, we have retroactively split our "Service" financial statement line items ("FSLIs"), presented in the consolidated statements of operations under "Revenues, net" and "Cost of sales", into two FSLIs, "Subscription Service" and "Professional Service", to provide clearer insight into these operationally and economically different revenue streams in light of recent acquisitions. This split did not change historical revenue or cost of sales previously reported. We also renamed our "Product" FSLI, presented in the consolidated statements of operations under "Revenue, net" and "Cost of sales", to "Hardware", to better describe this revenue stream. Revenue recognition policy Refer to “Note 3 – Revenue Recognition” for revenue recognition policy and disclosures. Warranty provisions Warranty provisions for hardware 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 hardware 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 to 36 months and cost of replacement parts. Activity related to warranty claims are as follows: December 31, 2022 December 31, 2021 (in thousands) Beginning balance $ 762 $ 994 Adjustments to reserve 184 (10) Warranty claims settled (224) (222) Ending balance $ 722 $ 762 Cash, cash equivalents, and cash held on behalf of customers The Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cash equivalents, including money market funds. Cash held on behalf of customers represents an asset arising from our payment processing services that is restricted for the purpose of satisfying obligations to remit funds to various merchants. The Company maintained bank balances that, at times, exceeded the federally insured limit during the years ended December 31, 2022 and 2021. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. Cash, cash equivalents, and cash held on behalf of customers consist of the following: (in thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents Cash $ 18,856 $ 69,249 Money market funds 51,472 119,170 Cash held on behalf of customers 7,205 0 Total cash, cash equivalents, and cash held on behalf of customers $ 77,533 $ 188,419 Short-Term Investments Short-term investments include held-to-maturity investment securities consisting of investment-grade interest bearing instruments, primarily treasury bills and notes, which are stated at amortized cost. The Company does not intend to sell these investment securities and the contractual maturities are not greater than 12 months. The Company did not record any material gains or losses on these securities during the year ended December 31, 2022 . The estimated fair value of these securities approximated their carrying value as of December 31, 2022. The carrying value of investment securities consist of the following: (in thousands) December 31, 2022 December 31, 2021 Short-term investments Treasury Bills & Notes $ 40,290 $ — Total Short-term Investments $ 40,290 $ — Accounts receivable – current expected credit losses The Company maintains a provision for accounts receivables that it does not expect to collect. In accordance with ASC Topic 326 Financial Instruments - Credit Losses , the Company accrues its estimated losses from uncollectible accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred. Inventories The Company’s inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. The Company uses certain estimates and judgments and considers several factors including hardware 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 Other assets Other assets consists 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. The balance of the life insurance policy was $3.2 million and $3.7 million at December 31, 2022 and December 31, 2021, respectively. Income taxes The Company and its subsidiaries file a consolidated U.S. federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates. The provision for income taxes is based upon pretax loss 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 liabilities Other liabilities represent amounts owed to employees that participate in the Company’s deferred compensation plan, the Company's repayment obligations associated with deferred payroll taxes under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and contingent consideration recognized in conjunction with the MENU Acquisition (refer to "Note 2 - Acquisitions" for additional information). Amounts owed to employees participating in the deferred compensation plan were $1.7 million and $2.4 million at December 31, 2022, and December 31, 2021, respectively. Under the CARES Act employers were permitted to defer payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. The Company deferred payment of $3.8 million of employer portion of social security taxes through the end of 2020. The Company paid $1.9 million in December 2021 and $1.9 million in December 2022. Deferred payroll taxes were zero and $1.9 million at December 31, 2022, and December 31, 2021, respectively, and were included within accrued salaries and benefits and on the consolidated balance sheet. 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 (expense), ne t The Company's foreign currency transaction gains and losses and rental income and losses are recorded in other income, net in the accompanying statements of operations. Identifiable intangible assets The Company's identifiable intangible assets represent intangible assets acquired in the acquisition of Brink Software, Inc. in 2014, the acquisition of 3M Company's Drive-Thru Communications Systems in 2019, the Data Central Acquisition, the Punchh Acquisition, the MENU Acquisition, and software development costs. The Company capitalizes certain costs related to the development of its platform and other software applications for internal use in accordance with ASC Topic 350-40, Intangibles - Goodwill and Other - Internal - Use Software . The Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. The Company stops capitalizing these costs when the software is substantially complete and ready for its intended use, including the completion of all significant testing. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three The Company exercises judgment in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized. To the extent that the Company can change the manner in which new features and functionalities are developed and tested related to its platform, assessing the ongoing value of capitalized assets or determining the estimated useful lives over which the costs are amortized, the amount of internal-use software development costs the Company capitalizes and amortizes could change in future periods. Included in identifiable intangible assets are approximately $2.1 million and $3.4 million of costs related to software products that have not satisfied the general release threshold as of December 31, 2022 and December 31, 2021, respectively. These software products will be ready for their intended use within the next 12 months. Software costs placed into service during the years ended December 31, 2022 and 2021 were $6.5 million and $9.3 million, respectively. Annual amortization charged to cost of sales is computed using the straight-line method over the remaining estimated economic life of the product, generally three years. Amortization expense for acquired developed technology and internally developed software was broken out as follows: (in thousands) 2022 2021 2020 Amortization of acquired developed technology $ 15,307 $ 11,978 $ 3,457 Amortization of internally developed software 6,737 5,411 3,269 The components of identifiable intangible assets are: December 31, (in thousands) 2022 2021 Estimated Useful Life Weighted-Average Amortization Period Acquired developed technology $ 119,800 $ 109,100 3 - 7 years 4.75 years Internally developed software costs 32,274 25,735 3 years 2.50 years Customer relationships 12,360 12,360 7 years 4.33 years Trade names 1,410 1,410 2 - 5 years 2.00 years Non-competition agreements 30 30 1 year 1.00 year 165,874 148,635 Impact of currency translation on intangible assets 304 — Less: accumulated amortization (63,386) (39,479) $ 102,792 $ 109,156 Internally developed software costs not meeting general release threshold 2,105 3,407 Trademarks, trade names (non-amortizable) 6,200 6,200 Indefinite $ 111,097 $ 118,763 The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software costs not meeting the general release threshold, is as follows (in thousands): 2023 $ 23,368 2024 21,323 2025 19,550 2026 17,737 2027 14,730 Thereafter 6,084 Total $ 102,792 The Company tested its indefinite lived intangible assets for impairment during the fourth quarter of the years ended December 31, 2022 and December 31, 2021. To value indefinite lived intangible assets, the Company utilizes the relief from royalty method to estimate the fair values of trade names. There was zero impairment to indefinite lived intangible assets in the years ended December 31, 2022 and 2021. Amortization expense for identifiable intangible assets was allocated as follows: (in thousands) 2022 2021 2020 Amortization of identifiable intangible assets recorded in cost of sales $ 22,044 $ 17,389 $ 6,726 Amortization expense recorded in operating expense 1,863 1,825 1,150 Impact of currency translation on intangible assets (304) — — Stock-based compensation The Company measures and records compensation expense for all stock-based compensation to employees, including awards of employee stock options, restricted stock awards and restricted stock units (both time and performance vesting), 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. The fair value of stock-based awards is determined by using the Black-Scholes option valuation model for option awards and closing price on the date of grant for restricted stock awards and restricted stock units. The Black-Scholes valuation model incorporates assumptions as to the fair value of stock price, volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing stock options, significant judgment is required in determining the expected volatility of the Company's common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility is based on the historical and implied volatility of the Company's common stock. The expected life of stock options is derived from the historical actual term of stock option grants and an estimate of future exercises during the remaining contractual period of the stock option. While volatility and estimated life are assumptions that do not bear the risk of change subsequent to the grant date of stock options, these assumptions may be difficult to measure, as they represent future expectations based on historical experience. Further, expected volatility and the expected life of stock options may change in the future, which could substantially change the grant-date fair value of future awards and, ultimately, the expense the Company records. The Company elects to account for forfeitures based on recognition in the reporting period incurred. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved. The Company expenses stock-based compensation for stock options, restricted stock awards, restricted stock units and performance awards over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with both performance and service conditions, the Company expenses the stock-based compensation on a straight-line basis over the requisite service period for each separately vesting portion of the award, taking into account the probability that the Company will satisfy the performance condition. Net loss per share Net loss per share is calculated in accordance with ASC Topic 260: Earnings per Share , which specifies the computation, presentation and disclosure requirements for earnings per shares (“EPS”). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that would occur if convertible securities or other contracts to issue common stock were exercised. At December 31, 2022, there were 1,029,417 anti-dilutive stock options outstanding compared to 1,305,881 as of December 31, 2021 and 956,627 as of December 31, 2020. At December 31, 2022 there were 512,416 anti-dilutive restricted stock units compared to 418,084 and 426,632 as of December 31, 2021 and December 31, 2020, respectively. Due to their anti-dilutive nature, the potential effects of the 2024 Notes, 2026 Notes, and the 2027 Notes conversion features (refer to “Note 8 – Debt” for additional information) were excluded from the diluted net loss per share calculation as of December 31, 2022, December 31, 2021 and December 31, 2020. Potential shares resulting from 2024 Notes, 2026 Notes, and 2027 Notes conversion features at respective maximum conversion rates of 46.4037 per share 30.8356 per share, and 17.8571 per share are approximately 638,051, 3,700,272 and 4,732,132, respectively. The following is a reconciliation of the weighted average shares outstanding for the basic and diluted loss per share computations: December 31, (in thousands, except per share data) 2022 2021 2020 Net loss $ (69,319) $ (75,799) $ (36,562) Basic: Weighted average common shares 27,152 25,088 19,014 Loss per common share, basic $ (2.55) $ (3.02) $ (1.92) Diluted: Weighted average common shares 27,152 25,088 19,014 Loss per common share, diluted $ (2.55) $ (3.02) $ (1.92) Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company's impairment tests are based on the Company's identified reporting units within those operating segments used in the test for goodwill impairment. If the carrying value of either reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2022 and determined that the fair value for each of the reporting units significantly exceeded its respective carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. The following table presents the goodwill activities for the periods presented: (in thousands) Beginning balance - December 31, 2020 $ 41,214 Punchh Acquisition 417,559 ASC 805 measurement period adjustment (1,467) Balance - December 31, 2021 457,306 Q1 2022 Acquisition 1,212 MENU Acquisition 28,495 Punchh Acquisition ASC 805 measurement period adjustment (1,085) Foreign currency translation 834 Ending balance - December 31, 2022 $ 486,762 Refer to "Note 2 - Acquisitions" for additional information on goodwill recognized in acquisitions 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 Topic 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. In the year ending December 31, 2022, the Restaurant/Retail segment recorded an impairment loss of $1.3 million on internally developed software costs not meeting the general release threshold as a result of acquiring go-to-market software in the MENU Acquisition; the impairment loss is presented within research and development expense Related Party Transactions During the years ended December 31, 2022, 2021, and 2020, Act III Management LLC (“Act III Management”), a service company to the restaurant, hospitality, and entertainment industries, provided software development and restaurant technology consulting services to the Company pursuant to a master development agreement; and, Act III Management may provide such services to the Company in the future. Additionally, during the year ended December 31, 2022, the Company entered into a strategic advisor agreement with Act III Management, pursuant to which, Ronald Shaich, the sole member of Act III Management, serves as a strategic advisor to the Company's Board of Directors. Keith Pascal, a director of the Company, is an employee of Act III Management and serves as its vice president and secretary. Mr. Pascal does not have an ownership interest in Act III Management. As of December 31, 2022 and 2021, the Company had zero accounts payable owed to Act III Management. During the years ended December 31, 2022 and 2021, the Company paid Act III Management $0.6 million and $1.3 million, respectively, in consideration for services performed under the master development agreement. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance is intended to simplify the accounting for certain convertible instruments with characteristics of both liability and equity. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. As a result, after the adoption of this guidance, an entity’s convertible debt instrument will be wholly accounted for as debt. The guidance also expands disclosure requirements for convertible instruments and simplifies diluted earnings-per-share calculations by requiring the use of the if-converted method. The guidance was effective for fiscal years beginning after December 15, 2021 and could be adopted on either a fully retrospective or modified retrospective basis. The Company adopted the new standard as of January 1, 2022 under the modified retrospective method and recorded a cumulative effect upon adoption of a $81.3 million increase to convertible notes, $66.6 million reduction to other paid in capital, $13.4 million reduction to accumulated deficit, and a $1.3 million reduction to deferred tax liability to reflect the reversal of the separation of the convertible debt between debt and equity. Prior year presentation of debt was not impacted. The adoption of this standard also decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the discount associated with the equity component. There was no impact to the Company’s condensed consolidated statements of cash flows as the result of the adoption of ASU No. 2020-06. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which is intended to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company early adopted the new standard as of January 1, 2022, with no impact to the Company's condensed consolidated financial statements at adoption. Future impact of adoption is dependent on the Company's activity as an acquiring entity in transactions subject to Topic 805. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , ASU 2019-12 which is intended to simplify various requirements related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2021. In the year ended December 31, 2021, application of the standard to the Company's September 2021 convertible note offering, the 2027 Notes, resulted in classification to shareholders' equity of a $14.9 million partial release of the Company's deferred tax asset valuation adjustment. Refer to “Note 8 – Debt” for additional information. Accounting Pronouncements Not Yet Adopted With the exception of the standards discussed above, there were no other recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2022 that are of significance or potential significance to the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions MENU Acquisition - 2022 During the three months ended September 30, 2022, ParTech, Inc. ("ParTech") acquired 100% of the stock of MENU Technologies AG, a restaurant technology company offering fully integrated omnichannel ordering solutions to restaurants worldwide, for purchase consideration of approximately $18.4 million paid in cash and $6.3 million paid in shares of Company common stock. 162,917 shares of common stock were issued as purchase consideration, determined using a fair value share price of $38.67. In addition, the sellers have the opportunity to earn additional cash and Company common stock consideration over an earn-out period ending July 31, 2024, primarily based on MENU's future SaaS annual recurring revenues. The fair value of the earn-out was determined to be $14.2 million at the time of acquisition. As of December 31, 2022, the Company determined the fair value of the MENU earn-out to be $9.8 million (refer to "Note 15 - Fair Value of Financial Instruments" for a roll-forward of the earn-out). The transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations . Accordingly, assets acquired and liabilities assumed have been accounted for at their preliminarily determined respective fair values as of July 25, 2022, the date of acquisition. The preliminary fair value determinations were based on management's best estimates and assumptions, and with the assistance of independent valuation and tax consultants. Identified preliminary fair values are subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as independent consultants finalize their procedures and net working capital adjustments are agreed upon and settled. The following table presents management's preliminary purchase price allocation: (in thousands) Purchase price allocation Cash $ 843 Accounts receivable 209 Property and equipment 204 Developed technology 10,700 Prepaid and other acquired assets 221 Goodwill 28,495 Total assets 40,672 Accounts payable and accrued expenses 1,300 Deferred revenue 443 Earn-out liability 14,200 Consideration paid $ 24,729 The Company determined the acquisition date fair value of contingent consideration associated with the MENU earn-out using a Monte Carlo simulation of a discounted cash flow model, 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; refer to "Note 15 - Fair Value of Financial Instruments". The estimated fair value of acquired developed technology was determined utilizing the “multi-period excess earnings method”, which is predicated upon the calculation of the net present value of after-tax net cash flows respectively attributable to each asset. The acquired developed technology asset is being amortized on a straight-line basis over its estimated useful life of seven years. Consideration paid in cash on the date of acquisition included $3.0 million deposited into an escrow account administered by a third party, to be held for up to 18-months following the date of acquisition, to fund potential post-closing adjustments and obligations. The Company incurred acquisition expenses related to its acquisition of MENU of approximately $1.1 million. The Company has not presented combined pro forma financial information of the Company and MENU because the results of operations of the acquired business are considered immaterial. Q1 2022 Acquisition During the three months ended March 31, 2022, ParTech acquired substantially all the assets and liabilities of a privately held restaurant technology company. The transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations, resulting in an increase to goodwill of $1.2 million. The Company determined that the preliminary fair values of all other assets acquired and liabilities assumed relating to the transaction did not materially affect the Company's financial condition; this determination included the preliminary valuations of identified intangible assets. The preliminary fair value determinations were based on management's best estimates and assumptions, and through the use of independent valuation and tax consultants. Identified preliminary fair values are subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as independent consultants finalize their procedures. The Company considers the results of operations of the acquired business to be immaterial and therefore has not presented combined pro forma financial information. During the fourth quarter of 2022, the fair values of assets and liabilities as of the acquisition date were finalized to reflect final acquisition valuation analysis procedures, resulting in no adjustments from the preliminary fair value determinations. Punchh Acquisition - 2021 On April 8, 2021 (the “Closing Date”), the Company, ParTech, Inc., and Sliver Merger Sub, Inc., a wholly owned subsidiary of ParTech, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Punchh Inc. (“Punchh”), and Fortis Advisors LLC, solely in its capacity as the initial Shareholder Representative. Pursuant to the Merger Agreement, on April 8, 2021, Merger Sub merged with and into Punchh (the “Merger”), with Punchh surviving the Merger and becoming a wholly owned subsidiary of the Company. Punchh is a leader in SaaS-based customer loyalty and engagement solutions. In connection with the Merger, the Company paid former Punchh equity holders approximately $507.7 million (including holders of vested options and warrants) consisting of approximately (i) $397.5 million in cash (the “Cash Consideration”), and (ii) 1,493,130 shares of the Company's common stock for 100% of the equity interests in Punchh; Cash Consideration continues to be subject to adjustments for pending settlement of the indemnification escrow fund one year from the acquisition date. Consideration of common shares issued was determined using an average share price of $68.00, representing consideration paid of $101.5 million. An additional 112,204 shares of the Company's common stock are reserved for options granted as replacement awards for fully vested unexercised option awards assumed in connection with the Merger. The fair value of fully vested option awards was determined using a Black-Scholes model to be $8.7 million as of acquisition date. As a result, the total fair value of common shares issued and reserved of 1,594,202 (“Equity Consideration”) was determined to be $110.2 million. Further, the Company incurred acquisition related expenses of approximately $3.6 million. In connection with, and to partially fund the Cash Consideration for, the Merger, on April 8, 2021, the Company, together with certain of its U.S. Subsidiaries, as guarantors, entered into a credit agreement with the lenders party thereto, and Owl Rock First Lien Master Fund, L.P., as administrative agent and collateral agent (the “Owl Rock Credit Agreement”), that provided for a term loan in an initial aggregate principal amount of $180.0 million (the “Owl Rock Term Loan”); and (ii) securities purchase agreements (the “Purchase Agreements”) with each of PAR Act III, LLC (“Act III”), and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser (such funds and accounts being collectively referred to herein as “TRP”), to raise approximately $160.0 million through a private placement of the Company's common stock. The Company also issued to Act III a warrant to purchase 500,000 shares of common stock with an exercise price of $76.50 and a five year exercise period (the “Warrant”). In connection with the Company's September 2021 public offering of its common stock, as a result of anti-dilution provisions of the Warrant, an additional 3,975 shares of common stock are available for purchase under the Warrant, at an exercise price of $75.90 per share. Refer to “Note 9 – Common Stock” for additional information about the offering. Additionally, on the Closing Date approximately $6.0 million of the Cash Consideration was deposited into a indemnification escrow fund, to be held for up to 18 months following the Closing Date, to fund (i) potential payment obligations of Punchh equity holders with respect to post-closing adjustments to the Cash and Equity Consideration and (ii) potential post-closing indemnification obligations of Punchh equity holders, in each case in accordance with the terms of the Merger Agreement. During the year ended December 31, 2021, $3.8 million was distributed from the escrow accounts, of which, $3.5 million was received by the Company from the settlement of post-closing obligations of the Punchh equity holders resulting in a reduction of the Cash Consideration paid for the acquisition, and $0.3 million was released to former Punchh shareholders. As of December 31, 2021, the Company recorded remaining indemnification assets and liabilities of approximately $2.2 million to other assets and other long-term liabilities, respectively, to account for amounts deposited into the third-party escrow fund that will be settled one year from the acquisition date. Allocation of Acquisition Consideration The Punchh Acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations . Accordingly, assets acquired and liabilities assumed in the Punchh Acquisition were accounted for at their preliminarily determined respective fair values as of April 8, 2021. The preliminary fair value determinations were based on management's best estimates and assumptions, and through the use of independent valuation and tax consultants. Identified preliminary fair values were subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as management finalized its procedures and net working capital adjustments were settled. The measurement period for the Punchh Acquisition remained open as of December 31, 2021 pending settlement of the third-party escrow fund one year from the acquisition date; management has otherwise completed its valuation procedures and settled net working capital adjustments. During the year ended December 31, 2021, the preliminary fair values of assets and liabilities as of April 8, 2021 were adjusted to reflect the ongoing acquisition valuation analysis procedures and agreed upon net working capital adjustments. These adjustments included a $3.5 million reduction of Cash Consideration paid due to the release from escrow accounts. Additionally, the fair value of Equity Consideration increased $1.6 million as a result of the finalization of the number of fully vested options granted as replacement awards for fully vested unexercised awards assumed in connection with the Merger. Further, the fair value of developed technology was reduced by $3.6 million to reflect changes in the underlying fair value assumptions. The related change to amortization expense was not material to the results for the year. The reduction to developed technology, along with identified increases to Punchh acquisition related tax deductible temporary differences, resulted in a $3.1 million reduction to the preliminary net deferred tax liability recorded in purchase accounting. These adjustments resulted in a combined reduction to goodwill of $1.5 million during the year ended December 31, 2021. During the first quarter of 2022, the fair values of assets and liabilities as of April 8, 2021 were finalized to reflect final acquisition valuation analysis procedures. These adjustments included a $0.8 million reduction of deferred revenue and $0.3 million of other adjustments, resulting in a reduction to goodwill of $1.1 million. Indemnification assets and liabilities were reduced by $0.1 million, with $2.1 million remaining in escrow. The following table presents management's final purchase price allocation for the Punchh Acquisition: (in thousands) Purchase price allocation Cash $ 22,714 Accounts receivable 10,214 Property and equipment 592 Lease right-of-use assets 2,473 Developed technology 84,600 Customer relationships 7,500 Trade name 5,800 Indemnification assets 2,109 Prepaid and other acquired assets 2,764 Goodwill 415,055 Total assets $ 553,821 Accounts payable and accrued expenses 15,617 Deferred revenue 10,298 Loan payables 3,508 Lease liabilities 2,787 Indemnification liabilities 2,109 Deferred taxes 11,794 Consideration paid $ 507,708 Intangible Assets The Company identified three acquired intangible assets in the Punchh Acquisition: developed technology; customer relationships; and, the Punchh trade name. The fair value of developed technology and customer relationship intangible assets were determined utilizing the “multi-period excess earnings method”, which is predicated upon the calculation of the net present value of after-tax net cash flows respectively attributable to each asset. The Company applied a seven-year economic life and discount rate of 11.0% in determining the Punchh developed technology intangible fair value. The Company applied a 5.0% estimated annual attrition rate and discount rate of 11.0% in determining the Punchh customer relationships intangible fair value. The fair value of the Punchh trade name intangible was determined utilizing the “relief from royalty” approach, which is a form of the income approach that attributes savings incurred from not having to pay a royalty for the use of an asset. The Company applied a fair and reasonable royalty rate of 1.0% and discount rate of 11.0% in determining the Punchh trade name intangible fair value. The estimated useful life of these identifiable intangible assets was preliminarily determined to be indefinite for the Punchh trade name and seven years for both the developed technology and customer relationships intangible assets. Goodwill Goodwill represents the excess of consideration transferred for the fair value of net identifiable assets acquired and is tested for impairment at least annually. It is not deductible for income tax purposes. Deferred Revenue Deferred revenue acquired in the Punchh Acquisition was fair valued to determined allocation of consideration transferred to assume the liability. The preliminary fair value was determined utilizing the “bottom-up” approach, which is a form of the income approach that measures liability as the direct, incremental costs to fulfill the legal obligation, plus a reasonable profit margin for the services being delivered. Loans Payable Loan liabilities assumed in the Punchh Acquisition were primarily comprised of Punchh's $3.3 million CARES Act Paycheck Protection Program loan. The Company extinguished all assumed loan payables, including the assumed CARES Act loan, through repayment of the loans on the Closing Date. Right-of-Use Lease Assets and Lease Liabilities The Company assumed real property leases in the Punchh Acquisition related to office space in California, Texas and India and have accounted for these leases as Operating Leases in accordance with ASC Topic 842, Leases. The assumed leases have lease terms that run through 2021 to 2026. Valuation specialists were utilized by the Company to appraise the assumed leases against competitive market rates to determine the fair value of the lease liabilities assumed, which identified a $0.3 million unfavorable lease liability that the Company recognized as part of the lease right-of-use asset. The income approach was applied to value the identified unfavorable lease liability. Deferred Taxes The Company determined the deferred tax position to be recorded at the time of the Punchh Acquisition in accordance with ASC Topic 740, Income Taxes, resulting in recognition of deferred tax liabilities for future reversing of taxable temporary differences primarily for intangible assets and deferred tax assets primarily relating to net operating losses as of the Closing Date. A valuation allowance was also recorded against certain recognized deferred tax assets based on an evaluation of the realizability of the identified assets. These recognized deferred tax assets, liabilities and valuation allowance resulted in a preliminary net deferred tax liability of $11.8 million relating to the Punchh Acquisition. The net deferred tax liability relating to the Punchh Acquisition was determined by the Company to provide future taxable temporary differences that allow for the Company to utilize certain previously fully reserved deferred tax assets. Accordingly, the Company recognized a reduction to its valuation allowance in the year ended December 31, 2021, resulting in a net tax benefit of $10.4 million for the period. Pro Forma Financial Information - unaudited For the year ended December 31, 2021, the Punchh Acquisition resulted in additional revenues of $27.7 million. The following table summarizes the Company's unaudited pro forma results of operations: Year Ended (in thousands) 2021 2020 Total revenue $ 291,596 $ 241,015 Net loss (79,079) (49,370) The unaudited pro forma results presented above are for illustrative purposes only and do not reflect the realization of actual cost savings or any related integration costs. The unaudited pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future. $3.6 million of acquisition related costs have been reflected in the 2020 pro forma results. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Restaurant/Retail The Company's revenue in the Restaurant/Retail segment is derived from three types of revenue: hardware sales, subscription services, and professional services. ASC Topic 606 : Revenue from Contracts with Customers requires the Company 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. The Company evaluated the potential performance obligations within its Restaurant/Retail segment and evaluated whether each performance obligation met the ASC Topic 606 criteria to be considered a distinct performance obligation. Amounts invoiced in excess of revenue recognized represent deferred revenue. Contracts typically require payment within 30 to 90 days from the shipping date or installation date, depending on the Company's terms with the customer. The primary method used to estimate a stand-alone selling price, is the price that the Company charges for the particular good or service sold by the Company separately under similar circumstances to similar customers. The Company determines stand-alone selling prices for hardware and subscription services based on the price at which the Company sells the particular good or service separately in similar circumstances and to similar customers. The Company determines stand-alone selling prices for professional services by using an expected cost plus margin. Hardware Hardware revenue consists of hardware product sales and is recognized as a point in time revenue. Revenue on these items are recognized when the customer obtains control of the asset in accordance with the terms of sale. This generally occurs upon delivery, upon installation, or upon delivery to a third-party carrier for onward delivery to customer. We accept returns for hardware sales and recognize them at the time of sale as a reduction to revenue based on historical experience. Subscription Service Our subscription services consist of revenue from our SaaS solutions, related software support, and transaction-based payment processing services. SaaS solutions SaaS solution revenues consist of subscription fees from customers for access to our SaaS solutions and third party SaaS solutions and are recognized ratably over the contract period, commencing when the subscription service is made available to the customer, as the customer simultaneously receives and consumes the benefits of the Company’s performance obligations. Our contracts with customers are generally for a period ranging from 12 to 36 months. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer, are responsible for fulfillment of the promise in our contract with the customer, and have discretion in setting the price with our customer. Software support Software support revenues includes fees from customers from the sales of varying levels of basic support services which are “stand-ready obligations” satisfied over time on the basis that the customer consumes and receives a benefit from having access to the Company's support resources, when and as needed, throughout the contract term, which is generally 12 months. For this reason, the basic support services are recognized ratably over the contract term since the Company satisfies its obligation to stand ready by performing these services each day. Transaction-based payment processing Transaction-based payment processing revenues includes transaction-based payment processing services for customers which are charged a transaction fee for payment processing. This transaction fee is generally calculated as a percentage of the total transaction amount processed plus a fixed per transaction fee. We satisfy our payment processing performance obligations and recognize the transaction fees as revenue net of refunds and reversals initiated by the restaurant upon authorization by the issuing bank and submission for processing. We allocate all variable fees earned from transaction-based revenue to this performance obligation on the basis that is is consistent with the ASC 606 allocation objectives. Our transaction-based payment processing contracts are primarily layered rate contracts. In layered rate contracts, we pass through the costs of interchange and card assessment and network fees to our customers, which are recorded as a reduction to revenue, and we incur processing fees, which are recorded as cost of sales. For layered rate contracts, we have concluded we are generally the principal in the performance obligation to process payments because we control the payment processing services before the customer receives them, perform authorization and fraud check procedures prior to submitting transactions for processing in the payment network, have sole discretion over which third-party acquiring payment processors we will use and are ultimately responsible to the customers for amounts owed if those acquiring payment processors do not fulfill their obligations. We generally have full discretion in setting processing prices charged to the customers. Additionally, we are obligated to comply with certain payment card network operating rules and contractual obligations under the terms of out registration as a payment facilitator and as a master merchant under our third-party acquiring payment processor agreements which make us liable for the costs of processing the transactions for our customers and chargebacks and other financial losses if such amounts cannot be recovered from the restaurant. However, specifically as it relates to the costs of interchange and card assessment and network fees, we have concluded we are the agent because we do not control pricing for these services and the costs are passed through to our customers. Professional Service Professional service revenue consists of revenues from hardware support, installations, implementations, and other professional services. Hardware support Hardware support revenues consists of fees from customers from the Company's Advanced Exchange overnight hardware replacement program, on-site support and extended warranty repair service programs and are all “stand-ready obligations” satisfied over time on the basis that the customer consumes and receives a benefit from having access to the Company's support resources, when and as needed, throughout the contract term, which is generally 12 months. For this reason, the support services are recognized ratably over the contract term since the Company satisfies its obligation to stand ready by performing these services each day. Installations Installation revenue is recognized point in time. Installation revenue is recognized when installation is complete and the customer obtains control of the related asset. The Company offers installation services to its customers for hardware and software for which the Company primarily hires third-party contractors to install the equipment on the Company's behalf. The Company pays third-party contractors an installation service fee based on an hourly rate agreed to by the Company and contractor. When third-party installers are used, the Company determines whether the nature of its performance obligations is to provide the specified goods or services itself (principal) or to arrange for a third-party to provide the goods or services (agent). In the Company's customer arrangements, the Company is primarily responsible for providing a good or service, has inventory risk before the good or service is transferred to the customer, and has discretion in establishing prices; as a result, the Company has concluded that it is the principal in the arrangement and records installation revenue on a gross basis. Implementations Implementation revenue includes set-up and activation fees from customers to implement our SaaS solutions. We have concluded that this service does not represent a stand-alone performance obligation and is instead tied to the performance obligation to provide the subscription service. As such, we defer and amortize related revenues and costs over the life of the contract, commencing when the subscription service is made available to the customer. Other professional services Other professional service revenue includes hardware repairs and maintenance not covered under hardware support, business process mapping, training, and other ad hoc professional services sold separately. Other professional service revenue is recognized point in time upon the completion of the service. Government PAR’s Government segment provides technical expertise and development of advanced systems and software solutions for the U.S. Department of Defense, the intelligence community and other federal agencies. Additionally, we provide support services for satellite command and control, communication, and information technology systems at several DoD facilities worldwide. The Government segment has three principal contract offerings: intelligence, surveillance, and reconnaissance solutions, mission systems operations and maintenance, and commercial software products for use in analytic and operational environments that leverage geospatial intelligence data. The Company's revenue in the Government segment is recognized over time as control is generally transferred continuously to its customers, with the exception of certain commercial software products that are transferred point in time when control transfers. Revenue generated by the Government segment is predominantly related to services; provided, however, revenue is also generated through the sale of materials, software, hardware, and maintenance. For the Government segment cost plus fixed fee contract portfolio, revenue is recognized over time using costs incurred to date to measure progress toward satisfying the Company's 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 and administrative expenses. Profit is recognized on the fixed fee portion of the contract as costs are incurred and invoiced. Long-term fixed price contracts involve the use of judgment to estimate the total contract revenue and costs. For long-term fixed price contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete the 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; 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, the Company evaluates how to allocate the transaction price. Generally, the Government 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 stand-alone 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 and materials contracts portfolios to determine the stand-alone selling price. In the Government segment, when determining revenue recognition, the Company analyzes whether its performance obligations under Government contracts are satisfied over a period of time or at a point in time. In general, the Company's 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. The Company usually expects payment within 30 to 90 days from the date of service, depending on its terms with the customer. None of its contracts as of December 31, 2022 or December 31, 2021 contained a significant financing component. Performance Obligations Outstanding The Company's performance obligations outstanding represent the transaction price of firm, non-cancellable orders, with expected delivery dates to customers subsequent to December 31, 2022, for which work has not yet been performed. The aggregate uncompleted performance obligations attributable to each of the Company's reporting segments is as follows: December 31, 2022 December 31, 2021 (in thousands) Current Non-current Current Non-current Restaurant/Retail $ 8,459 $ 5,125 $ 12,449 $ 7,597 Government — — — — Total $ 8,459 $ 5,125 $ 12,449 $ 7,597 Most performance obligations greater than one year relate to service and support contracts, that the Company expects to fulfill within 36 months. Commissions related to service and support contracts are not significant. Remaining Performance Obligations Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from software licenses, professional services, and maintenance agreements. The timing of revenue recognition may differ from when customers are invoiced. The changes in deferred revenue, inclusive of both current and long-term, are as follows: (in thousands) 2022 2021 Beginning balance - January 1 $ 20,046 $ 11,082 Acquired deferred revenue (refer to "Note 2 - Acquisitions") 443 11,125 Recognition of deferred revenue (37,690) (19,229) Deferral of revenue 30,785 17,068 Ending balance - December 31 $ 13,584 $ 20,046 The above table excludes customer deposits of $2.1 million and $1.9 million as of December 31, 2022 and 2021, respectively. The majority of the deferred revenue balances above relate to professional services, maintenance agreements, and software licenses. These are recognized straight-line over the life of the contract, with the majority of the balance being recognized within the next 12 months. In the Restaurant/Retail segment most remaining performance obligations relate to service and support contracts, approximately 62% of which the Company expects to fulfill within one year. The Company expects to fulfill 100% of support and service contracts within 60 months. At December 31, 2022 and 2021, transaction prices allocated to future performance obligations were $13.6 million and $20.0 million, respectively. During the years ended December 31, 2022 and 2021, the Company recognized revenue included in contract liabilities at the beginning of each respective period of $13.8 million and $8.0 million. In the Government segment, the value of existing contracts at December 31, 2022, net of amounts relating to work performed to that date, was approximately $333.9 million, of which $86.5 million was funded. The value of existing contracts at December 31, 2021, net of amounts relating to work performed to that date, was approximately $195.3 million, of which $38.6 million was funded. Funded amounts represent committed funds under contract by government agencies and prime contractors. Of the December 31, 2022 contract backlog, contract revenue is expected to be recognized over time as follows: (in thousands) Next 12 months $ 77,832 Months 13-24 81,824 Months 25-36 157,459 Thereafter 16,824 Total $ 333,939 Disaggregated Revenue The Company disaggregates revenue from contracts with customers by major product line for each of its reporting segments because the Company believes 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: Year Ended December 31, 2022 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 114,410 $ — $ — $ — Subscription service — 97,499 — — Professional service 20,937 29,501 — — Mission systems — — — 35,458 Intelligence, surveillance, and reconnaissance solutions — — — 56,141 Commercial software — — 1,132 717 Total $ 135,347 $ 127,000 $ 1,132 $ 92,316 Year Ended December 31, 2021 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 105,014 $ — $ — $ — Subscription service — 62,649 — — Professional service 18,166 24,522 — — Mission systems — — — 38,311 Intelligence, surveillance, and reconnaissance solutions — — — 33,188 Commercial software — — 505 521 Total $ 123,180 $ 87,171 $ 505 $ 72,020 Year Ended December 31, 2020 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 73,228 $ — $ — $ — Subscription service — 31,370 — — Professional service 15,992 21,922 — — Mission systems — — — 37,448 Intelligence, surveillance, and reconnaissance solutions — — — 32,947 Commercial software — — 686 193 Total $ 89,220 $ 53,292 $ 686 $ 70,588 For the years ended December 31, 2021 and 2020, the hardware category was revised to conform with our current period presentation which, for the Restaurant/Retail segment, now aligns with the financial statement line item presentation in our consolidated statements of operations. Practical Expedients and Exemptions The Company generally expenses sales commissions when incurred because the amortization period would be less than one year or the total amount of commissions are immaterial. Commissions are recorded in SG&A expenses. The Company 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, 2022 | |
Leases [Abstract] | |
Leases | Leases A significant portion of the Company's operating lease portfolio includes office space, research and development facilities, IT equipment, and automobiles. The Company's leases have remaining lease terms of one (in thousands) Year Ended December 31, 2022 2021 2020 Total lease expense $ 2,415 $ 2,350 $ 1,358 Supplemental cash flow information related to leases is as follows: December 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 2,293 $ 2,322 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,597 $ 3,250 Supplemental balance sheet information related to leases is as follows: December 31, (in thousands) 2022 2021 Operating leases Total lease right-of-use assets $ 4,061 $ 4,348 Lease liabilities - current portion $ 1,307 $ 2,266 Lease liabilities - net of current portion 2,868 2,440 Total lease liabilities $ 4,175 $ 4,706 Weighted-average remaining lease term 4.5 years 2.7 years Weighted-average discount rate 4.0 % 4.0 % The following table summarizes future lease payments for operating leases at December 31, 2022: (in thousands) Operating leases 2023 $ 1,542 2024 864 2025 741 2026 301 2027 180 Thereafter 727 Total lease payments 4,355 Less: portion representing imputed interest (180) Total $ 4,175 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net The Company's net accounts receivables consist of: (in thousands) 2022 2021 Government segment $ 17,320 $ 11,667 Restaurant/Retail segment 42,640 38,311 Accounts receivable - net $ 59,960 $ 49,978 At December 31, 2022 and 2021, the Company had current, expected credit loss of $2.1 million and $1.3 million, respectively, against accounts receivable for the Restaurant/Retail segment. The following table presents changes in the current expected credit loss during the years ended December 31: (in thousands) 2022 2021 Beginning balance - January 1 $ 1,306 $ 1,416 Provisions 1,204 1,290 Write-offs (376) (1,386) Recoveries — (14) Ending balance - December 31 $ 2,134 $ 1,306 Receivables recorded as of December 31, 2022 and 2021 all represent unconditional rights to payments from customers. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories are used in the manufacture and service of Restaurant/Retail hardware products. The components of inventory, net consist of the following: December 31, (in thousands) 2022 2021 Finished goods $ 21,998 $ 17,528 Work in process 383 688 Component parts 13,749 14,880 Service parts 1,464 1,982 $ 37,594 $ 35,078 At December 31, 2022 and 2021, the Company had excess and obsolescence reserves of $10.9 million and $10.8 million, respectively, against inventories. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Land $ 199 $ 199 Building and improvements 8,176 7,822 Rental property 2,749 2,749 Software 12,393 12,100 Furniture and equipment 13,902 12,816 Construction in process 181 170 37,600 35,856 Less accumulated depreciation (24,639) (22,147) $ 12,961 $ 13,709 The estimated useful lives of buildings and improvements and rental property are 15 to 40 years. The estimated useful lives of furniture and equipment range from three three other income (expense) – net |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2022: (in thousands) 2024 Notes 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 13,750 $ 120,000 $ 265,000 $ 398,750 Unamortized debt issuance cost (257) (2,511) (6,790) (9,558) Total notes payable $ 13,493 $ 117,489 $ 258,210 $ 389,192 The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2021: (in thousands) 2024 Notes 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 13,750 $ 120,000 $ 265,000 $ 398,750 Unamortized debt issuance cost (334) (2,440) (5,984) (8,758) Unamortized discount (1,570) (19,413) (63,164) (84,147) Total notes payable $ 11,846 $ 98,147 $ 195,852 $ 305,845 Refer to "Recently Adopted Accounting Pronouncements" within "Note 1 - Summary of Significant Accounting Polices" for additional information relating to impact to discount resulting from the Company's adoption of ASU 2020-06. Convertible Senior Notes On September 17, 2021, the Company sold $265.0 million in aggregate principal amount of 1.500% Convertible Senior Notes due 2027. The 2027 Notes were issued pursuant to an indenture, dated September 17, 2021 (the “2027 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. The 2027 Notes bear interest at a rate of 1.500% per year, which is payable semiannually in arrears on April 15 and October 15 of each year, beginning April 15, 2022. Interest accrues on the 2027 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 September 17, 2021. Unless earlier converted, redeemed or repurchased, the 2027 Notes mature on October 15, 2027. The Company used net proceeds from the offering, in conjunction with net proceeds from the September 2021 common stock offering (Refer to “Note 9 – Common Stock”), to repay in full the Owl Rock Term Loan, which had a principal amount of $180.0 million outstanding as of September 17, 2021. The Company intends to use the remaining net proceeds from the offering for general corporate purposes, including continued investment in the growth of the Company’s businesses and for other working capital needs. The Company may also use a portion of the net proceeds to acquire or invest in other assets complementary to the Company’s businesses or for repurchases of the Company’s other indebtedness. On February 10, 2020, the Company sold $120.0 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2026. The 2026 Notes were issued pursuant to an indenture, dated February 10, 2020 (the “2026 Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. The 2026 Notes pay interest at a rate equal to 2.875% per year, 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 February 10, 2020. Unless earlier converted, redeemed or repurchased, the 2026 Notes mature on April 15, 2026. On April 15, 2019, the Company sold $80.0 million in aggregate principal amount of 4.500% Convertible Senior Notes due 2024. The 2024 Notes were issued pursuant to an indenture, dated April 15, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2024 Indenture” and, together with the 2026 Indenture and the 2027 Indenture, the “Indentures”). The 2024 Notes pay interest at a rate equal to 4.500% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2019. 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 Company used approximately $66.3 million (excluding cash payments relating to accrued interest and fractional shares) from its sale of the 2026 Notes and issued 772,423 shares of common stock at $32.43 per share out of treasury stock with an average cost basis of $3.37 per share to repurchase approximately $66.3 million in aggregate principal amount of the 2024 Notes through individually negotiated transactions. Of the total price paid for the 2024 Notes, $59.0 million was allocated to the 2024 Notes settlement, $30.8 million was allocated to equity, and $1.0 million was used to pay off accrued interest on the 2024 Notes. The consideration transferred was allocated to the liability and equity components of the 2024 Notes using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument immediately prior to settlement. The transaction resulted in a loss on settlement of convertible notes of $8.1 million, which is recorded as a loss on extinguishment of debt in the Company’s consolidated statements of operations. The loss represents the difference between (i) the fair value of the liability component and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of settlement. Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, the carrying amount of the liability component of the Senior Notes was calculated by estimating the fair value of similar notes that do not have associated convertible features. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the fair value amount of the Senior Notes. The valuation model used in determining the fair value of the liability component for the Senior Notes includes inputs, such as the implied debt yield within the nonconvertible borrowing rate. The implied estimated effective rate of the liability component of the 2024 Notes, 2026 Notes, and 2027 Notes was 10.2%, 7.3%, and 6.5% respectively. The Senior Notes are senior, unsecured obligations of the Company. The 2024 Notes, the 2026 Notes, and the 2027 Notes are convertible, in whole or in part, at the option of the holder, upon the occurrence of specified events or certain fundamental changes set forth in the Indentures prior to the close of business on the business day immediately preceding October 15, 2023, October 15, 2025, and April 15, 2027, respectively; and, thereafter, at any time until the close of business on the second business day immediately preceding maturity. The 2024 Notes are convertible into Company common stock at an initial conversion rate of 35.0217 shares per $1,000 principal amount, the 2026 Notes are convertible into Company common stock at an initial conversion rate of 23.2722 shares per $1,000 principal amount, and the 2027 Notes are convertible into Company common stock at an initial conversion rate of 12.9870 shares per $1,000 principal amount. 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 Company common stock. Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, in accordance with ASC Topic 470-20, Debt with Conversion and Other Options — Beneficial Conversion Features , the initial measurement of the 2024 Notes at fair value resulted in a liability of $62.4 million and as such, the calculated discount resulted in an implied value of the convertible feature recognized in additional paid in capital of $17.6 million; the initial measurement of the 2026 Notes at fair value resulted in a liability of $93.8 million and as such, the calculated discount resulted in an implied value of the convertible feature recognized in additional paid in capital of $26.2 million; and the initial measurement of the 2027 Notes at fair value resulted in a liability of $199.2 million and as such, the calculated discount resulted in an implied value of the convertible feature recognized in additional paid in capital of $65.8 million. Issuance costs for the Senior Notes amounted to $4.9 million, $4.2 million, and $8.3 million for the 2024 Notes, 2026 Notes, and 2027 Notes, respectively. These costs were allocated to debt and equity components on a ratable basis. For the 2024 Notes this amounted to $3.8 million and $1.1 million to the debt and equity components, respectively. For the 2026 Notes this amounted to $3.3 million and $0.9 million to the debt and equity components, respectively. For the 2027 Notes this amounted to $6.2 million and $2.1 million to the debt and equity components, respectively. The Indentures contain covenants that, among other things, restrict the Company’s ability to merge, consolidate or sell, or otherwise dispose of, substantially all of its assets and customary Events of Default (as defined in the Indentures). Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, the Company recorded an income tax liability of $15.6 million during 2021 associated with the portion of the 2027 Notes that was classified within shareholders' equity. GAAP requires the offset of the deferred tax liability to be classified within shareholders' equity, consistent with the equity portion of the 2027 Notes. The creation of the deferred tax liability produced evidence of recoverability of the Company's net deferred tax assets, which resulted in the release of a valuation allowance, totaling $14.9 million, that was also classified within shareholders' equity pursuant to the adoption of ASU 2019-12. In connection with the sale of the 2026 Notes, the Company recorded an income tax benefit of $4.4 million during 2020 as a result of the creation of a deferred tax liability associated with the portion of the 2026 Notes that was classified within shareholders' equity. The creation of the deferred tax liability produced evidence of recoverability of the Company's net deferred tax assets which resulted in the release of a valuation allowance, totaling $4.4 million, reflected as an income tax benefit in 2020. Credit Facility In connection with, and to partially fund the Cash Consideration for the Punchh Acquisition, on April 8, 2021, the Company entered into the Owl Rock Credit Agreement. The Owl Rock Credit Agreement provides for a term loan in the initial aggregate principal amount of $180.0 million, the “Owl Rock Term Loan”. Issuance costs, which included a 2% Original Issue Discount, amounted to $9.3 million with net proceeds amounting to $170.7 million. The Company used net proceeds from its offering of the 2027 Notes and its concurrent common stock offering (refer to “Note 9 – Common Stock”) to repay in full the Owl Rock Term Loan, including $1.8 million accrued interest and $3.6 million prepayment premium, on September 17, 2021. Following its repayment, the Owl Rock Credit Agreement was terminated. The transaction resulted in a loss on settlement of notes of $11.9 million, which is recorded as a loss on extinguishment of debt in the Company’s consolidated statements of operations. The loss represents the difference between (i) reacquisition price, including prepayment premium, and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of settlement. The following table summarizes interest expense recognized on the Senior Notes: Year Ended December 31, (in thousands) 2022 2021 2020 Contractual interest expense $ 8,036 $ 9,420 $ 4,026 Accretion of debt in interest expense 1,997 8,726 4,355 Total interest expense $ 10,033 $ 18,146 $ 8,381 In connection with the acquisition of AccSys LLC in December 2019, the Company entered into a $2.0 million subordinated promissory note which bears interest at 5.75% per annum, with monthly payments of principal and interest in the amount of $60.6 thousand payable beginning January 15, 2020 through maturity on December 15, 2022. As of December 31, 2022, there was no outstanding balance on the subordinated promissory note. The following table summarizes the future principal payments for the subordinated promissory note and Senior Notes as of December 31, 2020 (in thousands): 2023 $ — 2024 13,750 2025 — 2026 120,000 2027 265,000 Thereafter — Total $ 398,750 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company issued 162,917 shares of its common stock as part of the purchase consideration paid to former MENU equity holders in connection with the MENU Acquisition. Refer to "Note 2 - Acquisitions" for additional information about the MENU Acquisition. On September 17, 2021, the Company completed a public offering of its common stock in which the Company issued and sold 982,143 shares of common stock at a price of $56.00 per share. The Company received net proceeds of $52.5 million, after deducting underwriting discounts, commissions and other offering expenses. In connection with, and to partially fund the Cash Consideration of the Punchh Acquisition, on April 8, 2021, the Company entered into Purchase Agreements with Act III and TRP to raise approximately $160.0 million through a private placement of the Company's common stock. Pursuant to the Purchase Agreements, the Company issued and sold (i) 73,530 shares of its common stock to Act III for a gross purchase price of approximately $5.0 million ($68.00 per share), and (ii) 2,279,412 shares of common stock to TRP for a gross purchase price of approximately $155.0 million ($68.00 per share) for an aggregate of 2,352,942 shares. The Company incurred $4.3 million of issuance costs in connection with the sale of its common stock. The Company also issued to Act III a fully-vested Warrant to purchase 500,000 shares of common stock with an exercise price of $76.50 per share and a five year exercise period. In connection with the Company's September 2021 public offering of its common stock, as a result of anti-dilution provisions within the Warrant, an additional 3,975 shares of the Company's common stock are available for purchase under the Warrant, at an exercise price of $75.90 per share. The Warrant is accounted for as an equity instrument pursuant to ASC Topic 815, Derivatives and Hedging , due to the Warrant contractually permitting only settlement in non-redeemable common shares upon exercise. Refer to “Note 8 – Debt” for additional information about the Warrant. Issuance date fair value of the Warrant was determined to be $14.3 million based on using the Black-Scholes model with the following assumptions: Expected term 5.0 years Risk free interest rate 0.85 % Expected volatility 53.78 % Expected dividend yield None Fair value (per warrant) $ 28.65 The Company also issued 1,493,130 of its common stock as part of the Equity Consideration of the Punchh Acquisition. Refer to “Note 2 – Acquisition” for additional information about the Punchh Acquisition. On October 5, 2020, the Company completed a public offering of its common stock in which the Company issued and sold 3,616,022 shares of common stock at a price of $38.00 per share. The Company received net proceeds of $131.4 million after deducting underwriting discounts, commissions, and other offering expenses. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [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 units or restricted stock awards, 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. The Company recorded stock-based compensation expense of $13.4 million, $14.6 million, and $4.3 million in the consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020, respectively. As a result of forfeitures of non-vested stock awards prior to the completion of the requisite service period or failure to meet requisite performance targets, the Company recorded benefits for the years ended December 31, 2022, 2021, and 2020 of $1.0 million, $0.5 million, and $0.2 million respectively. The Company has 2.7 million shares of common stock reserved for stock-based awards under its Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of several different forms of stock-based awards including: • Stock options granted under the 2015 Plan, which enable the recipient to purchase shares of the Company's common stock 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 • Restricted Stock Awards ( “ RSA”) and Restricted Stock Units (“RSU”) can have service-based and/or performance-based vesting. Grants of RSAs and RSUs with service-based vesting are subject to vesting periods ranging from one one Stock Compensation . Other terms and conditions applicable to any RSA or RSU award will be determined by the Compensation Committee and set forth in the agreement relating to that award. Stock Options The below tables presents information with respect to stock options : (in thousands, except for exercise price) Number of Shares Weighted Aggregate Outstanding at Outstanding at January 1, 2022 1,306 $ 11.95 Options exercised (135) 9.98 Options canceled/forfeited (142) 10.75 Outstanding at Outstanding at December 31, 2022 1,029 $ 12.82 $ 13,645 Vested and expected to vest at December 31, 2022 1,028 $ 12.82 $ 13,622 Total shares exercisable at December 31, 2022 937 $ 12.87 $ 12,321 Shares remaining available for future grant 2,169 (in thousands, except for grant date fair value) 2022 2021 2020 Option expense recorded, in thousands, for the year ended December 31, $ 5,664 $ 9,585 $ 1,386 Weighted average grant date fair value $ — $ 60.48 $ 13.82 Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, $ 4,000 $ 6,000 $ 1,900 Cash received for options exercised $ 1,286 $ 1,156 $ 675 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: 2021 2020 Expected option life 3.1 years 4.4 years Weighted average risk-free interest rate 0.4 % 0.4 % Weighted average expected volatility 56.5 % 47.6 % Expected dividend yield None None For the years ended December 31, 2022, 2021, and 2020 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, 2022 are summarized as follows: Range of exercise prices Number outstanding (in thousands) Weighted average remaining life Weighted average exercise price $0.73 - $35.26 1,029 6.92 years $ 12.82 Restricted Stock Awards Current year activity with respect to the Company’s non-vested RSAs is as follows: (in thousands, except weighted average fair value) Shares Weighted average grant-date fair value Balance at January 1, 2022 27 $ 25.42 Vested (27) 25.42 Balance at December 31, 2022 0 The below table presents information with respect to RSA : (in thousands) 2022 2021 2020 Service-based RSA $ 2 $ 62 $ 210 Performance-based RSA 147 776 786 Total stock-based compensation expense related to RSAs $ 149 $ 838 $ 996 For the years ended December 31, 2022, 2021, and 2020, the Company recognized compensation expense related to performance awards based on its estimate of the probability of achievement in accordance with ASC Topic 718. In 2022, the only outstanding performance awards were in the Restaurant/Retail segment and the Company determined the achievement of performance based awards to be probable. In 2021, the Company determined the achievement of performance based awards to be probable for both segments. In 2020, the performance based awards were achieved for the Government segment, but not for the Restaurant/Retail segment. The fair value of RSAs is based on the closing price of the Company’s common stock on the date of grant. The below table presents information with respect to RSAs : (in thousands, except weighted average grant date fair value) 2022 2021 2020 Weighted average grant date fair value of RSAs granted during the year $ — $ 22.30 $ 30.96 Number of shares released during the year in accordance with the terms of the RSA agreements 27 34 112 Number of RSA shares canceled during the year — 2 5 Number of above RSA shares canceled which were performance-based — 1 4 Restricted Stock Units Current year activity with respect to the Company’s non-vested RSUs is as follows: (in thousands, except weighted average fair value) Shares Weighted Average grant- date fair value Balance at January 1, 2022 418 $ 34.08 Granted 379 37.90 Vested (168) 28.41 Canceled/forfeited (117) 45.79 Balance at December 31, 2022 512 $ 35.96 The below table presents information with respect to RSUs : (in thousands) 2022 2021 2020 Service-based RSU $ 6,775 $ 3,353 $ 1,587 Performance-based RSU 836 839 282 Total stock-based compensation expense related to RSUs $ 7,611 $ 4,192 $ 1,869 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The benefit from for income taxes consists of: Year Ended December 31, (in thousands) 2022 2021 2020 Current income tax: Federal $ — $ — $ — State 784 408 179 Foreign 840 585 (4) 1,624 993 175 Deferred income tax: Federal (221) (9,001) (3,265) State (151) (1,416) 104 (372) (10,417) (3,161) Provision for (benefit from) income taxes $ 1,252 $ (9,424) $ (2,986) The components of net loss before income taxes consisted of the following: 2022 2021 2020 United States $ (63,068) $ (85,391) $ (39,390) International (4,999) 168 (158) Total net loss before income taxes $ (68,067) $ (85,223) $ (39,548) Deferred tax (liabilities) assets are comprised of the following at: December 31, 2022 2021 Deferred tax liabilities: Subordinated debt $ — $ (19,998) Indefinite lived intangibles — — Operating lease assets (344) (1,067) Software development costs (1,534) (2,978) Intangible assets (19,803) (21,839) Depreciation on property, plant and equipment (1,428) (1,490) Gross deferred tax liabilities (23,109) (47,372) Deferred tax assets: Allowances for bad debts and inventory 3,213 3,038 Capitalized inventory costs 300 223 Employee benefit accruals 4,628 5,692 Interest expense limitation under section 163 (j) 6,089 4,812 Operating lease liabilities 373 1,155 Federal net operating loss carryforward 40,212 42,792 State net operating loss carryforward 8,866 10,353 Foreign net operating loss carryforward 2,008 — Federal and state tax credit carryforwards 13,364 11,901 R&D capitalization 11,297 — Other 3,963 2,246 Gross deferred tax assets 94,313 82,212 Less valuation allowance (71,837) (37,157) Non-current net deferred tax liabilities $ (633) $ (2,317) The Company has Federal tax credit carryforwards of $11.8 million that expire in various tax years from 2028 to 2042. The Company has a Federal operating loss carryforward of $21.4 million expiring from 2029 through 2037 and a Federal operating loss carryforward of $170.1 million with an unlimited carryforward period. The Company also has state tax credits of $1.7 million and net operating loss carryforwards that vary by jurisdiction, ranging from $0 to $47.3 million, and expire in various tax years through 2042. The Company has foreign net operating loss carryforwards of $16.9 million expiring from 2023 through 2029. 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. A valuation allowance is required to the extent it is more likely than not that the future benefit associated with certain Federal, state, and foreign tax loss carryforwards will not be realized. As a result of this analysis, management determined an increase in the valuation allowance in the current year to be appropriate. In calculating the valuation allowance, the Company was only 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 indefinite-lived deferred tax assets. In the current year, the income tax provision includes a reduction in deferred tax liabilities and corresponding increase in valuation allowance of $20.0 million related to subordinated debt as a result of the adoption of ASU No. 2020-06 (refer to "Recently Adopted Accounting Pronouncements" within "Note 1 — Summary of Significant Accounting Policies" for additional information), an increase in deferred tax assets and corresponding increase in valuation allowance of $11.3 million related to the capitalization of R&D expenses for tax purposes, and an increase in deferred tax assets and corresponding increase in valuation allowance of $2.0 million from foreign net operating loss carryforwards related to the MENU Acquisition. In 2021, the income tax provision included a reduction of the Company’s valuation allowance due to the establishment of a deferred tax liability in connection with the Punchh Acquisition. The establishment of that deferred tax liability created “future taxable income”, partially utilizing existing deferred tax assets of the Company and resulting in a $10.4 million reduction of the Company’s valuation allowance. The Punchh Acquisition resulted in a change in ownership for Punchh as defined by IRC Section 382; the Company determined the identified change in ownership should not limit the Company's ability to utilize Punchh net operating loss and credit carryforwards. In 2020, the income tax provision included a reduction of the Company’s valuation allowance due to the establishment of a deferred tax liability in connection with the issuance of the 2026 Notes convertible debt. The establishment of that deferred tax liability created “future taxable income”, partially utilizing existing deferred tax assets of the Company and resulting in a $6.2 million reduction of the Company’s valuation allowance. In addition, the income tax provision included an increase of the Company’s valuation allowance due to the reversal of a deferred tax liability in connection with the retirement of a portion of the 2024 Notes issued in 2019. The reversal of that deferred tax liability eliminated future taxable income for the utilization of existing deferred tax assets of the Company, resulting in a $3.0 million increase to 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, 2022, the Company had no reserve for uncertain tax positions and the Company believes the Company has adequately provided for its tax-related liabilities. The Company is no longer subject to federal income tax audits for years before 2018. The following table reconciles the Company's effective tax rate from the U.S. federal statutory tax rate of 21%: Year Ended December 31, 2022 2021 2020 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (0.7) 1.3 2.8 Contingent consideration revaluation 1.4 — — Nondeductible expenses (0.5) (0.8) (0.2) Tax credits (including R&D) 1.5 1.7 4.5 Foreign income tax rate differential (2.6) (0.5) — Expired tax credit — — — Deferred tax adjustment — — 0.6 Stock based compensation (1.4) (0.7) 0.4 Redemption of notes — — (2.9) Valuation allowance (20.5) (10.7) (19.6) Other (0.1) (0.3) 1.0 (1.9) % 11.0 % 7.6 % |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
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 2022, 2021, or 2020. 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 by the Company at the rate of 50.0% of employee's contributions up to 6.0% of employee's base salary during the years ended December 31, 2022, 2021, and 2020. The Company’s matching contributions under the 401(k) component were $1.3 million, $1.1 million, and $0.9 million in 2022, 2021, and 2020, 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 corresponding asset and liability are recorded within other assets and other liabilities, respectively, on the Company's consolidated balance sheets. The Company has the sole discretion to make employer contributions to the plan on behalf of the participants. No employer contributions were made in 2022, 2021, and 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesFrom 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. |
Segment and Related Information
Segment and Related Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Note 14 — 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. Our Restaurant/Retail segment provides leading technology platforms for the restaurant and retail industries. The Restaurant/Retail segment provides enterprise restaurants, franchisees, and other restaurant outlets in the three major restaurant categories - quick service, fast casual, and table service - with operational efficiencies by offering them a more unified experience through our comprehensive suite of subscription services, hardware, and professional services. Our Government segment provides technical expertise and development of advanced systems and software solutions for the DoD, the intelligence community, and other federal agencies. Additionally, the Government segment provides support services for satellite command and control, communication, and IT mission systems at several DoD facilities worldwide. The Government segment has three principal contract offerings: ISR Solutions, Mission Systems, and Commercial Software. Information noted as “Other” primarily relates to the Company’s corporate operations. Information as to the Company’s segments is set forth below: Year Ended December 31, (in thousands) 2022 2021 2020 Revenues: Restaurant/Retail $ 262,347 $ 210,351 $ 142,512 Government 93,448 72,525 71,274 Total $ 355,795 $ 282,876 $ 213,786 Operating (loss) income : Restaurant/Retail $ (53,516) $ (58,262) $ (28,089) Government 7,527 5,801 5,644 Other (12,043) (1,420) (1,501) (58,032) (53,881) (23,946) Other income (expense) – net (1,224) (1,279) 808 Loss on extinguishment of debt — (11,916) (8,123) Interest expense – net (8,811) (18,147) (8,287) Loss before provision for income taxes $ (68,067) $ (85,223) $ (39,548) Depreciation, amortization and accretion: Restaurant/Retail $ 24,056 $ 19,656 $ 8,158 Government 452 380 590 Other 3,584 10,110 5,704 Total $ 28,092 $ 30,146 $ 14,452 Capital expenditures including software costs: Restaurant/Retail $ 6,530 $ 6,848 $ 7,245 Government 227 711 1,239 Other 968 728 747 Total $ 7,725 $ 8,287 $ 9,231 Revenues by country: United States $ 336,201 $ 262,164 $ 195,660 International 19,594 20,712 18,126 Total $ 355,795 $ 282,876 $ 213,786 Year Ended December 31, (in thousands) 2022 2021 Total assets: Restaurant/Retail $ 722,958 $ 674,032 Government 21,443 14,831 Other 110,457 199,286 Total $ 854,858 $ 888,149 Goodwill: Restaurant/Retail $ 486,026 $ 456,570 Government 736 736 Total $ 486,762 $ 457,306 Assets by country based on the location of the asset were: December 31, 2022 2021 United States $ 809,437 $ 871,184 International 45,421 16,965 Total $ 854,858 $ 888,149 Customers comprising 10% or more of the Company’s total revenues are summarized as follows: December 31, 2022 2021 2020 Restaurant/Retail segment: Dairy Queen 7 % 7 % 13 % Yum! Brands, Inc. 10 % 11 % 11 % McDonald’s Corporation 12 % 12 % 7 % Government segment: U.S. Department of Defense 26 % 26 % 33 % All Others 44 % 44 % 36 % 100 % 100 % 100 % |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments have been recorded at fair value using available market information and valuation techniques. The fair value hierarchy is based upon three levels of input, which are: Level 1 − quoted prices in active markets for identical assets or liabilities (observable) Level 2 − inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in inactive markets, or other inputs that are observable market data for essentially the full term of the asset or liability (observable) Level 3 − unobservable inputs that are supported by little or no market activity, but are significant to determining the fair value of the asset or liability (unobservable) The Company’s financial instruments primarily consist of cash and cash equivalents, cash held on behalf of customers, short-term investments, debt instruments and deferred compensation assets and liabilities. The carrying amounts of cash and cash equivalents, cash held on behalf of customers, and short-term investments as of December 31, 2022 and December 31, 2021 were considered representative of their fair values because of their short term nature. The debt instruments are recorded at principal amount net unamortized debt issuance cost and discount (refer to "Note 8 - Debt" for additional information). The estimated fair value of the 2024 Notes, 2026 Notes, and 2027 Notes at December 31, 2022 was $17.4 million, $112.8 million, and $191.0 million, respectively. As of December 31, 2021 the fair value of the 2024 Notes, 2026 Notes, and 2027 Notes was $27.2 million, $175.5 million, and $267.5 million, respectively. The valuation techniques used to determine the fair values of 2024 Notes, 2026 Notes, and 2027 Notes are classified within Level 2 of the fair value hierarchy as they are derived from broker quotations. The deferred compensation assets and liabilities primarily relate to the Company’s deferred compensation plan, which allows for pre-tax salary deferrals for certain key employees. Changes in the fair value of the deferred compensation liabilities are derived using quoted prices in active markets of the asset selections made by the participants. The deferred compensation liabilities are classified within Level 2, the fair value classification as defined under FASB ASC Topic 820: Fair Value Measurements , because their inputs are derived principally from observable market data by correlation to the hypothetical investments. The Company holds insurance investments to partially offset the Company’s liabilities under its deferred compensation plan, which are recorded at fair value each period using the cash surrender value of the insurance investments. The amounts owed to employees participating in the deferred compensation plan at December 31, 2022 was $1.7 million compared to $2.4 million at December 31, 2021 and is included in other long-term liabilities on the balance sheets. The Company uses Monte Carlo simulation modeling of a discounted cash flow model to determine the fair value of the earn-out liability associated with the MENU Acquisition. Significant inputs used in the simulation are not observable in the market and thus the liability represents a Level 3 fair value measurement as defined in ASC 820. 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 will be reflected as cash used in financing activities in the Company's consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date will be reflected as cash used in operating activities. The Company determined the fair value of the MENU earn-out contingent liability to be $9.8 million at December 31, 2022. The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for fiscal year 2022: (in thousands) Balance at December 31, 2021 $ — New contingent consideration 14,200 Change in fair value of contingent consideration (4,400) Balance at December 31, 2022 $ 9,800 The change in fair value of contingent consideration was recorded within " Adjustment to contingent consideration liability The following tables provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: December 31, 2022 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue and EBITDA based payments $ 33,900 $ 9,800 Monte Carlo Revenue volatility 25.0 % Gross profit volatility 40.0 % Discount rate 13.5 % Projected year of payments 2024 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation and use of estimatesThe Company prepares its consolidated financial statements and related notes in accordance with accounting principles generally accepted in the United States of America. 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 financial statements and the reported amounts of revenues and expenses during the period. |
Use of estimates | 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 including right-to-use assets and liabilities, identifiable intangible assets and goodwill, the measurement of liabilities and equity recognized for outstanding convertible notes, credit losses for receivables, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from those estimates. |
Business combinations | Business combinations The Company accounts for business combinations pursuant to ASC Topic 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 purchase price allocation process requires the Company to make significant assumptions and estimates in determining purchase price and the fair value of 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 fair value adjustments are recorded in 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 consideration The Company determined the acquisition date fair value of contingent consideration associated with the Data Central Acquisition and MENU Acquisition using Monte-Carlo simulation valuation techniques, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement . This valuation technique is also used to determine current fair value of any contingent consideration. The 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 post-closing revenue focused milestones 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 the Company's 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 Data Central Acquisition resulted in a liability for the contingent consideration 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 is 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 2020, the Company recorded a $3.3 million adjustment to decrease the fair value of the contingent consideration related to the Data Central Acquisition to zero as of December 31, 2020. No additional adjustments were made by the Company during 2021. The MENU Acquisition resulted in an initial liability for the contingent consideration recorded in the amount of $14.2 million during the third quarter of 2022. The liability for the contingent consideration was established at the time of the acquisition and is 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 the fourth quarter of 2022, the Company recorded a $4.4 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition to $9.8 million as of December 31, 2022. |
Warranty provisions | Warranty provisionsWarranty provisions for hardware 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 hardware 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 to 36 months and cost of replacement parts. |
Cash, cash equivalents, and cash held on behalf of customers | Cash, cash equivalents, and cash held on behalf of customers The Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cash equivalents, including money market funds. Cash held on behalf of customers represents an asset arising from our payment processing services that is restricted for the purpose of satisfying obligations to remit funds to various merchants. The Company maintained bank balances that, at times, exceeded the federally insured limit during the years ended December 31, 2022 and 2021. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. |
Short-Term Investments | Short-Term Investments Short-term investments include held-to-maturity investment securities consisting of investment-grade interest bearing instruments, primarily treasury bills and notes, which are stated at amortized cost. The Company does not intend to sell these investment securities and the contractual maturities are not greater than 12 months. The Company did not record any material gains or losses on these securities during the year ended December 31, 2022 . The estimated fair value of these securities approximated their carrying value as of December 31, 2022. |
Accounts receivable - allowance for credit losses | Accounts receivable – current expected credit losses The Company maintains a provision for accounts receivables that it does not expect to collect. In accordance with ASC Topic 326 Financial Instruments - Credit Losses , the Company accrues its estimated losses from uncollectible accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred. |
Inventories | Inventories The Company’s inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. The Company uses certain estimates and judgments and considers several factors including hardware 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 |
Other assets | Other assetsOther assets consists 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 Company and its subsidiaries file a consolidated U.S. federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates. The provision for income taxes is based upon pretax loss 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 long-term liabilities | Other liabilities Other liabilities represent amounts owed to employees that participate in the Company’s deferred compensation plan, the Company's repayment obligations associated with deferred payroll taxes under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and contingent consideration recognized in conjunction with the MENU Acquisition (refer to "Note 2 - Acquisitions" for additional information). Amounts owed to employees participating in the deferred compensation plan were $1.7 million and $2.4 million at December 31, 2022, and December 31, 2021, respectively. Under the CARES Act employers were permitted to defer payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022. The Company deferred payment of $3.8 million of employer portion of social security taxes through the end of 2020. The Company paid $1.9 million in December 2021 and $1.9 million in December 2022. Deferred payroll taxes were zero and $1.9 million at December 31, 2022, and December 31, 2021, respectively, and were included within accrued salaries and benefits and on the consolidated balance sheet. |
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. |
Other income (expense), net | Other income (expense), ne t |
Identifiable intangible assets | Identifiable intangible assets The Company's identifiable intangible assets represent intangible assets acquired in the acquisition of Brink Software, Inc. in 2014, the acquisition of 3M Company's Drive-Thru Communications Systems in 2019, the Data Central Acquisition, the Punchh Acquisition, the MENU Acquisition, and software development costs. The Company capitalizes certain costs related to the development of its platform and other software applications for internal use in accordance with ASC Topic 350-40, Intangibles - Goodwill and Other - Internal - Use Software . The Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. The Company stops capitalizing these costs when the software is substantially complete and ready for its intended use, including the completion of all significant testing. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three The Company exercises judgment in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized. To the extent that the Company can change the manner in which new features and functionalities are developed and tested related to its platform, assessing the ongoing value of capitalized assets or determining the estimated useful lives over which the costs are amortized, the amount of internal-use software development costs the Company capitalizes and amortizes could change in future periods. Included in identifiable intangible assets are approximately $2.1 million and $3.4 million of costs related to software products that have not satisfied the general release threshold as of December 31, 2022 and December 31, 2021, respectively. These software products will be ready for their intended use within the next 12 months. Software costs placed into service during the years ended December 31, 2022 and 2021 were $6.5 million and $9.3 million, respectively. Annual amortization charged to cost of sales is computed using the straight-line method over the remaining estimated economic life of the product, generally three years. Amortization expense for acquired developed technology and internally developed software was broken out as follows: (in thousands) 2022 2021 2020 Amortization of acquired developed technology $ 15,307 $ 11,978 $ 3,457 Amortization of internally developed software 6,737 5,411 3,269 |
Stock-based compensation | Stock-based compensation The Company measures and records compensation expense for all stock-based compensation to employees, including awards of employee stock options, restricted stock awards and restricted stock units (both time and performance vesting), 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. The fair value of stock-based awards is determined by using the Black-Scholes option valuation model for option awards and closing price on the date of grant for restricted stock awards and restricted stock units. The Black-Scholes valuation model incorporates assumptions as to the fair value of stock price, volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing stock options, significant judgment is required in determining the expected volatility of the Company's common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility is based on the historical and implied volatility of the Company's common stock. The expected life of stock options is derived from the historical actual term of stock option grants and an estimate of future exercises during the remaining contractual period of the stock option. While volatility and estimated life are assumptions that do not bear the risk of change subsequent to the grant date of stock options, these assumptions may be difficult to measure, as they represent future expectations based on historical experience. Further, expected volatility and the expected life of stock options may change in the future, which could substantially change the grant-date fair value of future awards and, ultimately, the expense the Company records. The Company elects to account for forfeitures based on recognition in the reporting period incurred. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved. The Company expenses stock-based compensation for stock options, restricted stock awards, restricted stock units and performance awards over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with both performance and service conditions, the Company expenses the stock-based compensation on a straight-line basis over the requisite service period for each separately vesting portion of the award, taking into account the probability that the Company will satisfy the performance condition. |
Net loss per share | Net loss per share Net loss per share is calculated in accordance with ASC Topic 260: Earnings per Share |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company's impairment tests are based on the Company's identified reporting units within those operating segments used in the test for goodwill impairment. If the carrying value of either reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2022 and determined that the fair value for each of the reporting units significantly exceeded its respective carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. |
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 Topic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets |
Related party transactions | Related Party Transactions During the years ended December 31, 2022, 2021, and 2020, Act III Management LLC (“Act III Management”), a service company to the restaurant, hospitality, and entertainment industries, provided software development and restaurant technology consulting services to the Company pursuant to a master development agreement; and, Act III Management may provide such services to the Company in the future. Additionally, during the year ended December 31, 2022, the Company entered into a strategic advisor agreement with Act III Management, pursuant to which, Ronald Shaich, the sole member of Act III Management, serves as a strategic advisor to the Company's Board of Directors. Keith Pascal, a director of the Company, is an employee of Act III Management and serves as its vice president and secretary. Mr. Pascal does not have an ownership interest in Act III Management. As of December 31, 2022 and 2021, the Company had zero accounts payable owed to Act III Management. During the years ended December 31, 2022 and 2021, the Company paid Act III Management $0.6 million and $1.3 million, respectively, in consideration for services performed under the master development agreement. |
Recently Issued Accounting Pronouncements and Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new guidance is intended to simplify the accounting for certain convertible instruments with characteristics of both liability and equity. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. As a result, after the adoption of this guidance, an entity’s convertible debt instrument will be wholly accounted for as debt. The guidance also expands disclosure requirements for convertible instruments and simplifies diluted earnings-per-share calculations by requiring the use of the if-converted method. The guidance was effective for fiscal years beginning after December 15, 2021 and could be adopted on either a fully retrospective or modified retrospective basis. The Company adopted the new standard as of January 1, 2022 under the modified retrospective method and recorded a cumulative effect upon adoption of a $81.3 million increase to convertible notes, $66.6 million reduction to other paid in capital, $13.4 million reduction to accumulated deficit, and a $1.3 million reduction to deferred tax liability to reflect the reversal of the separation of the convertible debt between debt and equity. Prior year presentation of debt was not impacted. The adoption of this standard also decreased the amount of non-cash interest expense to be recognized in future periods as a result of eliminating the discount associated with the equity component. There was no impact to the Company’s condensed consolidated statements of cash flows as the result of the adoption of ASU No. 2020-06. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which is intended to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company early adopted the new standard as of January 1, 2022, with no impact to the Company's condensed consolidated financial statements at adoption. Future impact of adoption is dependent on the Company's activity as an acquiring entity in transactions subject to Topic 805. In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , ASU 2019-12 which is intended to simplify various requirements related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective January 1, 2021. In the year ended December 31, 2021, application of the standard to the Company's September 2021 convertible note offering, the 2027 Notes, resulted in classification to shareholders' equity of a $14.9 million partial release of the Company's deferred tax asset valuation adjustment. Refer to “Note 8 – Debt” for additional information. Accounting Pronouncements Not Yet Adopted With the exception of the standards discussed above, there were no other recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2022 that are of significance or potential significance to the Company. |
Revenue recognition | Restaurant/Retail The Company's revenue in the Restaurant/Retail segment is derived from three types of revenue: hardware sales, subscription services, and professional services. ASC Topic 606 : Revenue from Contracts with Customers requires the Company 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. The Company evaluated the potential performance obligations within its Restaurant/Retail segment and evaluated whether each performance obligation met the ASC Topic 606 criteria to be considered a distinct performance obligation. Amounts invoiced in excess of revenue recognized represent deferred revenue. Contracts typically require payment within 30 to 90 days from the shipping date or installation date, depending on the Company's terms with the customer. The primary method used to estimate a stand-alone selling price, is the price that the Company charges for the particular good or service sold by the Company separately under similar circumstances to similar customers. The Company determines stand-alone selling prices for hardware and subscription services based on the price at which the Company sells the particular good or service separately in similar circumstances and to similar customers. The Company determines stand-alone selling prices for professional services by using an expected cost plus margin. Hardware Hardware revenue consists of hardware product sales and is recognized as a point in time revenue. Revenue on these items are recognized when the customer obtains control of the asset in accordance with the terms of sale. This generally occurs upon delivery, upon installation, or upon delivery to a third-party carrier for onward delivery to customer. We accept returns for hardware sales and recognize them at the time of sale as a reduction to revenue based on historical experience. Subscription Service Our subscription services consist of revenue from our SaaS solutions, related software support, and transaction-based payment processing services. SaaS solutions SaaS solution revenues consist of subscription fees from customers for access to our SaaS solutions and third party SaaS solutions and are recognized ratably over the contract period, commencing when the subscription service is made available to the customer, as the customer simultaneously receives and consumes the benefits of the Company’s performance obligations. Our contracts with customers are generally for a period ranging from 12 to 36 months. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer, are responsible for fulfillment of the promise in our contract with the customer, and have discretion in setting the price with our customer. Software support Software support revenues includes fees from customers from the sales of varying levels of basic support services which are “stand-ready obligations” satisfied over time on the basis that the customer consumes and receives a benefit from having access to the Company's support resources, when and as needed, throughout the contract term, which is generally 12 months. For this reason, the basic support services are recognized ratably over the contract term since the Company satisfies its obligation to stand ready by performing these services each day. Transaction-based payment processing Transaction-based payment processing revenues includes transaction-based payment processing services for customers which are charged a transaction fee for payment processing. This transaction fee is generally calculated as a percentage of the total transaction amount processed plus a fixed per transaction fee. We satisfy our payment processing performance obligations and recognize the transaction fees as revenue net of refunds and reversals initiated by the restaurant upon authorization by the issuing bank and submission for processing. We allocate all variable fees earned from transaction-based revenue to this performance obligation on the basis that is is consistent with the ASC 606 allocation objectives. Our transaction-based payment processing contracts are primarily layered rate contracts. In layered rate contracts, we pass through the costs of interchange and card assessment and network fees to our customers, which are recorded as a reduction to revenue, and we incur processing fees, which are recorded as cost of sales. For layered rate contracts, we have concluded we are generally the principal in the performance obligation to process payments because we control the payment processing services before the customer receives them, perform authorization and fraud check procedures prior to submitting transactions for processing in the payment network, have sole discretion over which third-party acquiring payment processors we will use and are ultimately responsible to the customers for amounts owed if those acquiring payment processors do not fulfill their obligations. We generally have full discretion in setting processing prices charged to the customers. Additionally, we are obligated to comply with certain payment card network operating rules and contractual obligations under the terms of out registration as a payment facilitator and as a master merchant under our third-party acquiring payment processor agreements which make us liable for the costs of processing the transactions for our customers and chargebacks and other financial losses if such amounts cannot be recovered from the restaurant. However, specifically as it relates to the costs of interchange and card assessment and network fees, we have concluded we are the agent because we do not control pricing for these services and the costs are passed through to our customers. Professional Service Professional service revenue consists of revenues from hardware support, installations, implementations, and other professional services. Hardware support Hardware support revenues consists of fees from customers from the Company's Advanced Exchange overnight hardware replacement program, on-site support and extended warranty repair service programs and are all “stand-ready obligations” satisfied over time on the basis that the customer consumes and receives a benefit from having access to the Company's support resources, when and as needed, throughout the contract term, which is generally 12 months. For this reason, the support services are recognized ratably over the contract term since the Company satisfies its obligation to stand ready by performing these services each day. Installations Installation revenue is recognized point in time. Installation revenue is recognized when installation is complete and the customer obtains control of the related asset. The Company offers installation services to its customers for hardware and software for which the Company primarily hires third-party contractors to install the equipment on the Company's behalf. The Company pays third-party contractors an installation service fee based on an hourly rate agreed to by the Company and contractor. When third-party installers are used, the Company determines whether the nature of its performance obligations is to provide the specified goods or services itself (principal) or to arrange for a third-party to provide the goods or services (agent). In the Company's customer arrangements, the Company is primarily responsible for providing a good or service, has inventory risk before the good or service is transferred to the customer, and has discretion in establishing prices; as a result, the Company has concluded that it is the principal in the arrangement and records installation revenue on a gross basis. Implementations Implementation revenue includes set-up and activation fees from customers to implement our SaaS solutions. We have concluded that this service does not represent a stand-alone performance obligation and is instead tied to the performance obligation to provide the subscription service. As such, we defer and amortize related revenues and costs over the life of the contract, commencing when the subscription service is made available to the customer. Other professional services Other professional service revenue includes hardware repairs and maintenance not covered under hardware support, business process mapping, training, and other ad hoc professional services sold separately. Other professional service revenue is recognized point in time upon the completion of the service. Government PAR’s Government segment provides technical expertise and development of advanced systems and software solutions for the U.S. Department of Defense, the intelligence community and other federal agencies. Additionally, we provide support services for satellite command and control, communication, and information technology systems at several DoD facilities worldwide. The Government segment has three principal contract offerings: intelligence, surveillance, and reconnaissance solutions, mission systems operations and maintenance, and commercial software products for use in analytic and operational environments that leverage geospatial intelligence data. The Company's revenue in the Government segment is recognized over time as control is generally transferred continuously to its customers, with the exception of certain commercial software products that are transferred point in time when control transfers. Revenue generated by the Government segment is predominantly related to services; provided, however, revenue is also generated through the sale of materials, software, hardware, and maintenance. For the Government segment cost plus fixed fee contract portfolio, revenue is recognized over time using costs incurred to date to measure progress toward satisfying the Company's 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 and administrative expenses. Profit is recognized on the fixed fee portion of the contract as costs are incurred and invoiced. Long-term fixed price contracts involve the use of judgment to estimate the total contract revenue and costs. For long-term fixed price contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete the 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; 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, the Company evaluates how to allocate the transaction price. Generally, the Government 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 stand-alone 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 and materials contracts portfolios to determine the stand-alone selling price. In the Government segment, when determining revenue recognition, the Company analyzes whether its performance obligations under Government contracts are satisfied over a period of time or at a point in time. In general, the Company's 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | Activity related to warranty claims are as follows: December 31, 2022 December 31, 2021 (in thousands) Beginning balance $ 762 $ 994 Adjustments to reserve 184 (10) Warranty claims settled (224) (222) Ending balance $ 722 $ 762 |
Schedule of Cash, Cash Equivalents, and Cash Held on Behalf of Customer | Cash, cash equivalents, and cash held on behalf of customers consist of the following: (in thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents Cash $ 18,856 $ 69,249 Money market funds 51,472 119,170 Cash held on behalf of customers 7,205 0 Total cash, cash equivalents, and cash held on behalf of customers $ 77,533 $ 188,419 |
Schedule of Short-Term Investment | The carrying value of investment securities consist of the following: (in thousands) December 31, 2022 December 31, 2021 Short-term investments Treasury Bills & Notes $ 40,290 $ — Total Short-term Investments $ 40,290 $ — |
Schedule of Amortization expense | Amortization expense for acquired developed technology and internally developed software was broken out as follows: (in thousands) 2022 2021 2020 Amortization of acquired developed technology $ 15,307 $ 11,978 $ 3,457 Amortization of internally developed software 6,737 5,411 3,269 Amortization expense for identifiable intangible assets was allocated as follows: (in thousands) 2022 2021 2020 Amortization of identifiable intangible assets recorded in cost of sales $ 22,044 $ 17,389 $ 6,726 Amortization expense recorded in operating expense 1,863 1,825 1,150 Impact of currency translation on intangible assets (304) — — |
Schedule of Components of Identifiable Intangible Assets | The components of identifiable intangible assets are: December 31, (in thousands) 2022 2021 Estimated Useful Life Weighted-Average Amortization Period Acquired developed technology $ 119,800 $ 109,100 3 - 7 years 4.75 years Internally developed software costs 32,274 25,735 3 years 2.50 years Customer relationships 12,360 12,360 7 years 4.33 years Trade names 1,410 1,410 2 - 5 years 2.00 years Non-competition agreements 30 30 1 year 1.00 year 165,874 148,635 Impact of currency translation on intangible assets 304 — Less: accumulated amortization (63,386) (39,479) $ 102,792 $ 109,156 Internally developed software costs not meeting general release threshold 2,105 3,407 Trademarks, trade names (non-amortizable) 6,200 6,200 Indefinite $ 111,097 $ 118,763 |
Schedule of Future Amortization of Intangible Assets | The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software costs not meeting the general release threshold, is as follows (in thousands): 2023 $ 23,368 2024 21,323 2025 19,550 2026 17,737 2027 14,730 Thereafter 6,084 Total $ 102,792 |
Schedule of Reconciliation of Weighted Average Shares Outstanding for the Basic and Diluted Loss Per Share | The following is a reconciliation of the weighted average shares outstanding for the basic and diluted loss per share computations: December 31, (in thousands, except per share data) 2022 2021 2020 Net loss $ (69,319) $ (75,799) $ (36,562) Basic: Weighted average common shares 27,152 25,088 19,014 Loss per common share, basic $ (2.55) $ (3.02) $ (1.92) Diluted: Weighted average common shares 27,152 25,088 19,014 Loss per common share, diluted $ (2.55) $ (3.02) $ (1.92) |
Schedule of Goodwill | The following table presents the goodwill activities for the periods presented: (in thousands) Beginning balance - December 31, 2020 $ 41,214 Punchh Acquisition 417,559 ASC 805 measurement period adjustment (1,467) Balance - December 31, 2021 457,306 Q1 2022 Acquisition 1,212 MENU Acquisition 28,495 Punchh Acquisition ASC 805 measurement period adjustment (1,085) Foreign currency translation 834 Ending balance - December 31, 2022 $ 486,762 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents management's preliminary purchase price allocation: (in thousands) Purchase price allocation Cash $ 843 Accounts receivable 209 Property and equipment 204 Developed technology 10,700 Prepaid and other acquired assets 221 Goodwill 28,495 Total assets 40,672 Accounts payable and accrued expenses 1,300 Deferred revenue 443 Earn-out liability 14,200 Consideration paid $ 24,729 The following table presents management's final purchase price allocation for the Punchh Acquisition: (in thousands) Purchase price allocation Cash $ 22,714 Accounts receivable 10,214 Property and equipment 592 Lease right-of-use assets 2,473 Developed technology 84,600 Customer relationships 7,500 Trade name 5,800 Indemnification assets 2,109 Prepaid and other acquired assets 2,764 Goodwill 415,055 Total assets $ 553,821 Accounts payable and accrued expenses 15,617 Deferred revenue 10,298 Loan payables 3,508 Lease liabilities 2,787 Indemnification liabilities 2,109 Deferred taxes 11,794 Consideration paid $ 507,708 |
Schedule of Pro Forma Financial Information | The following table summarizes the Company's unaudited pro forma results of operations: Year Ended (in thousands) 2021 2020 Total revenue $ 291,596 $ 241,015 Net loss (79,079) (49,370) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | The aggregate uncompleted performance obligations attributable to each of the Company's reporting segments is as follows: December 31, 2022 December 31, 2021 (in thousands) Current Non-current Current Non-current Restaurant/Retail $ 8,459 $ 5,125 $ 12,449 $ 7,597 Government — — — — Total $ 8,459 $ 5,125 $ 12,449 $ 7,597 (in thousands) 2022 2021 Beginning balance - January 1 $ 20,046 $ 11,082 Acquired deferred revenue (refer to "Note 2 - Acquisitions") 443 11,125 Recognition of deferred revenue (37,690) (19,229) Deferral of revenue 30,785 17,068 Ending balance - December 31 $ 13,584 $ 20,046 (in thousands) Next 12 months $ 77,832 Months 13-24 81,824 Months 25-36 157,459 Thereafter 16,824 Total $ 333,939 |
Schedule of Disaggregated Revenue | Disaggregated revenue is as follows: Year Ended December 31, 2022 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 114,410 $ — $ — $ — Subscription service — 97,499 — — Professional service 20,937 29,501 — — Mission systems — — — 35,458 Intelligence, surveillance, and reconnaissance solutions — — — 56,141 Commercial software — — 1,132 717 Total $ 135,347 $ 127,000 $ 1,132 $ 92,316 Year Ended December 31, 2021 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 105,014 $ — $ — $ — Subscription service — 62,649 — — Professional service 18,166 24,522 — — Mission systems — — — 38,311 Intelligence, surveillance, and reconnaissance solutions — — — 33,188 Commercial software — — 505 521 Total $ 123,180 $ 87,171 $ 505 $ 72,020 Year Ended December 31, 2020 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 73,228 $ — $ — $ — Subscription service — 31,370 — — Professional service 15,992 21,922 — — Mission systems — — — 37,448 Intelligence, surveillance, and reconnaissance solutions — — — 32,947 Commercial software — — 686 193 Total $ 89,220 $ 53,292 $ 686 $ 70,588 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information Related to Leases | (in thousands) Year Ended December 31, 2022 2021 2020 Total lease expense $ 2,415 $ 2,350 $ 1,358 Supplemental cash flow information related to leases is as follows: December 31, (in thousands) 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 2,293 $ 2,322 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,597 $ 3,250 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: December 31, (in thousands) 2022 2021 Operating leases Total lease right-of-use assets $ 4,061 $ 4,348 Lease liabilities - current portion $ 1,307 $ 2,266 Lease liabilities - net of current portion 2,868 2,440 Total lease liabilities $ 4,175 $ 4,706 Weighted-average remaining lease term 4.5 years 2.7 years Weighted-average discount rate 4.0 % 4.0 % |
Future Minimum Lease Payments, Operating | The following table summarizes future lease payments for operating leases at December 31, 2022: (in thousands) Operating leases 2023 $ 1,542 2024 864 2025 741 2026 301 2027 180 Thereafter 727 Total lease payments 4,355 Less: portion representing imputed interest (180) Total $ 4,175 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | The Company's net accounts receivables consist of: (in thousands) 2022 2021 Government segment $ 17,320 $ 11,667 Restaurant/Retail segment 42,640 38,311 Accounts receivable - net $ 59,960 $ 49,978 |
Schedule of Accounts Receivable, Allowance for Credit Loss | The following table presents changes in the current expected credit loss during the years ended December 31: (in thousands) 2022 2021 Beginning balance - January 1 $ 1,306 $ 1,416 Provisions 1,204 1,290 Write-offs (376) (1,386) Recoveries — (14) Ending balance - December 31 $ 2,134 $ 1,306 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory, net consist of the following: December 31, (in thousands) 2022 2021 Finished goods $ 21,998 $ 17,528 Work in process 383 688 Component parts 13,749 14,880 Service parts 1,464 1,982 $ 37,594 $ 35,078 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment, Net, Excluding Discontinued Operations | The components of property, plant and equipment, net, are: December 31, (in thousands) 2022 2021 Land $ 199 $ 199 Building and improvements 8,176 7,822 Rental property 2,749 2,749 Software 12,393 12,100 Furniture and equipment 13,902 12,816 Construction in process 181 170 37,600 35,856 Less accumulated depreciation (24,639) (22,147) $ 12,961 $ 13,709 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2022: (in thousands) 2024 Notes 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 13,750 $ 120,000 $ 265,000 $ 398,750 Unamortized debt issuance cost (257) (2,511) (6,790) (9,558) Total notes payable $ 13,493 $ 117,489 $ 258,210 $ 389,192 The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2021: (in thousands) 2024 Notes 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 13,750 $ 120,000 $ 265,000 $ 398,750 Unamortized debt issuance cost (334) (2,440) (5,984) (8,758) Unamortized discount (1,570) (19,413) (63,164) (84,147) Total notes payable $ 11,846 $ 98,147 $ 195,852 $ 305,845 |
Summary of Equity and Liability Components of the Notes | The following table summarizes interest expense recognized on the Senior Notes: Year Ended December 31, (in thousands) 2022 2021 2020 Contractual interest expense $ 8,036 $ 9,420 $ 4,026 Accretion of debt in interest expense 1,997 8,726 4,355 Total interest expense $ 10,033 $ 18,146 $ 8,381 |
Schedule of Maturities of Long-term Debt | The following table summarizes the future principal payments for the subordinated promissory note and Senior Notes as of December 31, 2020 (in thousands): 2023 $ — 2024 13,750 2025 — 2026 120,000 2027 265,000 Thereafter — Total $ 398,750 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Assumptions for Fair Value of Options at the Date of the Grant | Issuance date fair value of the Warrant was determined to be $14.3 million based on using the Black-Scholes model with the following assumptions: Expected term 5.0 years Risk free interest rate 0.85 % Expected volatility 53.78 % Expected dividend yield None Fair value (per warrant) $ 28.65 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: 2021 2020 Expected option life 3.1 years 4.4 years Weighted average risk-free interest rate 0.4 % 0.4 % Weighted average expected volatility 56.5 % 47.6 % Expected dividend yield None None |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Information With Respect to Stock Options | The below tables presents information with respect to stock options : (in thousands, except for exercise price) Number of Shares Weighted Aggregate Outstanding at Outstanding at January 1, 2022 1,306 $ 11.95 Options exercised (135) 9.98 Options canceled/forfeited (142) 10.75 Outstanding at Outstanding at December 31, 2022 1,029 $ 12.82 $ 13,645 Vested and expected to vest at December 31, 2022 1,028 $ 12.82 $ 13,622 Total shares exercisable at December 31, 2022 937 $ 12.87 $ 12,321 Shares remaining available for future grant 2,169 (in thousands, except for grant date fair value) 2022 2021 2020 Option expense recorded, in thousands, for the year ended December 31, $ 5,664 $ 9,585 $ 1,386 Weighted average grant date fair value $ — $ 60.48 $ 13.82 Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, $ 4,000 $ 6,000 $ 1,900 Cash received for options exercised $ 1,286 $ 1,156 $ 675 |
Schedule of Assumptions for Fair Value of Options at the Date of the Grant | Issuance date fair value of the Warrant was determined to be $14.3 million based on using the Black-Scholes model with the following assumptions: Expected term 5.0 years Risk free interest rate 0.85 % Expected volatility 53.78 % Expected dividend yield None Fair value (per warrant) $ 28.65 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: 2021 2020 Expected option life 3.1 years 4.4 years Weighted average risk-free interest rate 0.4 % 0.4 % Weighted average expected volatility 56.5 % 47.6 % Expected dividend yield None None |
Schedule of Share-based Compensation by Exercise Price Range | Stock options outstanding at December 31, 2022 are summarized as follows: Range of exercise prices Number outstanding (in thousands) Weighted average remaining life Weighted average exercise price $0.73 - $35.26 1,029 6.92 years $ 12.82 |
Schedule of Activity With Respect to Non-vested Stock Options | Current year activity with respect to the Company’s non-vested RSAs is as follows: (in thousands, except weighted average fair value) Shares Weighted average grant-date fair value Balance at January 1, 2022 27 $ 25.42 Vested (27) 25.42 Balance at December 31, 2022 0 The below table presents information with respect to RSA : (in thousands) 2022 2021 2020 Service-based RSA $ 2 $ 62 $ 210 Performance-based RSA 147 776 786 Total stock-based compensation expense related to RSAs $ 149 $ 838 $ 996 The fair value of RSAs is based on the closing price of the Company’s common stock on the date of grant. The below table presents information with respect to RSAs : (in thousands, except weighted average grant date fair value) 2022 2021 2020 Weighted average grant date fair value of RSAs granted during the year $ — $ 22.30 $ 30.96 Number of shares released during the year in accordance with the terms of the RSA agreements 27 34 112 Number of RSA shares canceled during the year — 2 5 Number of above RSA shares canceled which were performance-based — 1 4 |
Summary of Restricted Stock Awards Activity | Current year activity with respect to the Company’s non-vested RSUs is as follows: (in thousands, except weighted average fair value) Shares Weighted Average grant- date fair value Balance at January 1, 2022 418 $ 34.08 Granted 379 37.90 Vested (168) 28.41 Canceled/forfeited (117) 45.79 Balance at December 31, 2022 512 $ 35.96 The below table presents information with respect to RSUs : (in thousands) 2022 2021 2020 Service-based RSU $ 6,775 $ 3,353 $ 1,587 Performance-based RSU 836 839 282 Total stock-based compensation expense related to RSUs $ 7,611 $ 4,192 $ 1,869 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Benefit From Provision for Income Taxes From Continuing Operations | The benefit from for income taxes consists of: Year Ended December 31, (in thousands) 2022 2021 2020 Current income tax: Federal $ — $ — $ — State 784 408 179 Foreign 840 585 (4) 1,624 993 175 Deferred income tax: Federal (221) (9,001) (3,265) State (151) (1,416) 104 (372) (10,417) (3,161) Provision for (benefit from) income taxes $ 1,252 $ (9,424) $ (2,986) |
Components of Loss Before Income Taxes | The components of net loss before income taxes consisted of the following: 2022 2021 2020 United States $ (63,068) $ (85,391) $ (39,390) International (4,999) 168 (158) Total net loss before income taxes $ (68,067) $ (85,223) $ (39,548) |
Summary of Deferred Tax Assets and Liabilities | Deferred tax (liabilities) assets are comprised of the following at: December 31, 2022 2021 Deferred tax liabilities: Subordinated debt $ — $ (19,998) Indefinite lived intangibles — — Operating lease assets (344) (1,067) Software development costs (1,534) (2,978) Intangible assets (19,803) (21,839) Depreciation on property, plant and equipment (1,428) (1,490) Gross deferred tax liabilities (23,109) (47,372) Deferred tax assets: Allowances for bad debts and inventory 3,213 3,038 Capitalized inventory costs 300 223 Employee benefit accruals 4,628 5,692 Interest expense limitation under section 163 (j) 6,089 4,812 Operating lease liabilities 373 1,155 Federal net operating loss carryforward 40,212 42,792 State net operating loss carryforward 8,866 10,353 Foreign net operating loss carryforward 2,008 — Federal and state tax credit carryforwards 13,364 11,901 R&D capitalization 11,297 — Other 3,963 2,246 Gross deferred tax assets 94,313 82,212 Less valuation allowance (71,837) (37,157) Non-current net deferred tax liabilities $ (633) $ (2,317) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the Company's effective tax rate from the U.S. federal statutory tax rate of 21%: Year Ended December 31, 2022 2021 2020 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (0.7) 1.3 2.8 Contingent consideration revaluation 1.4 — — Nondeductible expenses (0.5) (0.8) (0.2) Tax credits (including R&D) 1.5 1.7 4.5 Foreign income tax rate differential (2.6) (0.5) — Expired tax credit — — — Deferred tax adjustment — — 0.6 Stock based compensation (1.4) (0.7) 0.4 Redemption of notes — — (2.9) Valuation allowance (20.5) (10.7) (19.6) Other (0.1) (0.3) 1.0 (1.9) % 11.0 % 7.6 % |
Segment and Related Informati_2
Segment and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 2020 Revenues: Restaurant/Retail $ 262,347 $ 210,351 $ 142,512 Government 93,448 72,525 71,274 Total $ 355,795 $ 282,876 $ 213,786 Operating (loss) income : Restaurant/Retail $ (53,516) $ (58,262) $ (28,089) Government 7,527 5,801 5,644 Other (12,043) (1,420) (1,501) (58,032) (53,881) (23,946) Other income (expense) – net (1,224) (1,279) 808 Loss on extinguishment of debt — (11,916) (8,123) Interest expense – net (8,811) (18,147) (8,287) Loss before provision for income taxes $ (68,067) $ (85,223) $ (39,548) Depreciation, amortization and accretion: Restaurant/Retail $ 24,056 $ 19,656 $ 8,158 Government 452 380 590 Other 3,584 10,110 5,704 Total $ 28,092 $ 30,146 $ 14,452 Capital expenditures including software costs: Restaurant/Retail $ 6,530 $ 6,848 $ 7,245 Government 227 711 1,239 Other 968 728 747 Total $ 7,725 $ 8,287 $ 9,231 Revenues by country: United States $ 336,201 $ 262,164 $ 195,660 International 19,594 20,712 18,126 Total $ 355,795 $ 282,876 $ 213,786 Year Ended December 31, (in thousands) 2022 2021 Total assets: Restaurant/Retail $ 722,958 $ 674,032 Government 21,443 14,831 Other 110,457 199,286 Total $ 854,858 $ 888,149 Goodwill: Restaurant/Retail $ 486,026 $ 456,570 Government 736 736 Total $ 486,762 $ 457,306 |
Schedule of Identifiable Assets by Geographic Area | Assets by country based on the location of the asset were: December 31, 2022 2021 United States $ 809,437 $ 871,184 International 45,421 16,965 Total $ 854,858 $ 888,149 |
Schedule of Revenue by Major Customers | Customers comprising 10% or more of the Company’s total revenues are summarized as follows: December 31, 2022 2021 2020 Restaurant/Retail segment: Dairy Queen 7 % 7 % 13 % Yum! Brands, Inc. 10 % 11 % 11 % McDonald’s Corporation 12 % 12 % 7 % Government segment: U.S. Department of Defense 26 % 26 % 33 % All Others 44 % 44 % 36 % 100 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of the Company's Level 3 Liabilities , That Are Measured Using Significant Unobservable Inputs (Level 3) | The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for fiscal year 2022: (in thousands) Balance at December 31, 2021 $ — New contingent consideration 14,200 Change in fair value of contingent consideration (4,400) Balance at December 31, 2022 $ 9,800 |
Fair Value, Liabilities Measured on Recurring Basis | The following tables provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: December 31, 2022 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue and EBITDA based payments $ 33,900 $ 9,800 Monte Carlo Revenue volatility 25.0 % Gross profit volatility 40.0 % Discount rate 13.5 % Projected year of payments 2024 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) segment $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2019 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||
Number of operating segments | segment | 2 | ||||||||
Adjustment to contingent consideration liability | $ (4,400,000) | $ 0 | $ (3,340,000) | ||||||
Life insurance balance | $ 3,200,000 | $ 3,700,000 | $ 3,200,000 | 3,200,000 | 3,700,000 | ||||
Deferred compensation liability | $ 1,700,000 | 2,400,000 | $ 1,700,000 | $ 1,700,000 | 2,400,000 | ||||
Long-term deferred amount due 2021 | 50% | 50% | 50% | ||||||
Long-term deferred amount due 2022 | 50% | 50% | 50% | ||||||
Accrued payroll taxes | 1,900,000 | 1,900,000 | |||||||
Decrease in accrued salaries and benefits | $ 1,900,000 | $ 1,900,000 | $ (1,361,000) | 270,000 | $ (5,327,000) | ||||
Capitalized software costs | 6,500,000 | 9,300,000 | |||||||
Impairment of intangible assets | $ 0 | $ 0 | |||||||
Notes conversion (in dollars per share) | $ / shares | $ 46.4037 | $ 30.8356 | $ 46.4037 | $ 46.4037 | $ 30.8356 | $ 17.8571 | |||
Conversion of shares converted (in shares) | shares | 638,051 | 3,700,272 | 4,732,132 | ||||||
Impairment of long-lived assets | $ 1,300,000 | $ 0 | $ 0 | ||||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and development | ||||||||
Adjustment for accounting standards update | $ 375,194,000 | $ 504,345,000 | $ 375,194,000 | $ 375,194,000 | 504,345,000 | 188,405,000 | $ 72,847,000 | ||
Convertible Debt | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Liability, debt | 398,750,000 | ||||||||
(Accumulated Deficit) Retained Earnings | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Adjustment for accounting standards update | (205,204,000) | (122,505,000) | (205,204,000) | (205,204,000) | (122,505,000) | (46,706,000) | (10,144,000) | ||
Capital in Excess of Par Value | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Adjustment for accounting standards update | 595,286,000 | 640,937,000 | 595,286,000 | 595,286,000 | 640,937,000 | $ 243,575,000 | 94,372,000 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Adjustment for accounting standards update | (80,036,000) | (80,036,000) | |||||||
Reduction to deferred tax liability | $ 1,300,000 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Convertible Debt | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Liability, debt | 81,300,000 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | (Accumulated Deficit) Retained Earnings | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Adjustment for accounting standards update | (13,380,000) | (13,380,000) | 13,400,000 | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Capital in Excess of Par Value | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Adjustment for accounting standards update | (66,656,000) | (66,656,000) | $ (66,600,000) | ||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2019-12 | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Adjustment for accounting standards update | 14,900,000 | 14,900,000 | |||||||
Developed technology | Director | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Accounts payable owed to Act III Management | 0 | 0 | 0 | 0 | 0 | ||||
Master Development Agreement | Director | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Amount paid for services to Act III Management | $ 600,000 | $ 1,300,000 | |||||||
Stock Options | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Incremental shares excluded from computation of diluted earnings per share (in shares) | shares | 1,029,417 | 1,305,881 | 956,627 | ||||||
Restricted Stock | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Incremental shares excluded from computation of diluted earnings per share (in shares) | shares | 512,416 | 418,084 | 426,632 | ||||||
Internally developed software costs not meeting general release threshold | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Indefinite-lived intangible assets, gross | 2,105,000 | $ 3,407,000 | 2,105,000 | $ 2,105,000 | $ 3,407,000 | ||||
Other Noncurrent Liabilities | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Accrued payroll taxes | 0 | 0 | $ 0 | $ 3,800,000 | |||||
Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Warranty period | 12 months | ||||||||
Estimated useful lives | 3 years | ||||||||
Estimated useful life | 3 years | ||||||||
Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Warranty period | 36 months | ||||||||
Estimated useful lives | 40 years | ||||||||
Estimated useful life | 7 years | ||||||||
AccSys LLC (Restaurant Magic) | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Contingent consideration liability | 0 | $ 3,300,000 | |||||||
Adjustment to contingent consideration liability | $ (3,300,000) | ||||||||
Liability, debt | 0 | 0 | $ 0 | ||||||
MENU Acquisition | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Contingent consideration liability | $ 9,800,000 | 9,800,000 | $ 9,800,000 | $ 14,200,000 | |||||
Adjustment to contingent consideration liability | $ (4,400,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Beginning balance | $ 722 | $ 762 | $ 994 |
Adjustments to reserve | 184 | (10) | |
Warranty claims settled | (224) | (222) | |
Ending balance | $ 722 | $ 762 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Cash Held on Behalf of Customer (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash | $ 18,856 | $ 69,249 | ||
Money market funds | 51,472 | 119,170 | ||
Cash held on behalf of customers | 7,205 | 0 | $ 0 | |
Total cash, cash equivalents, and cash held on behalf of customers | $ 77,533 | $ 188,419 | $ 180,686 | $ 28,036 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 40,290 | $ 0 |
Treasury Bills & Notes | ||
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 40,290 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Research and development | $ 48,643 | $ 34,579 | $ 19,252 |
Amortization of identifiable intangible assets | 1,863 | 1,825 | 1,163 |
Impact of currency translation on intangible assets | (304) | 0 | 0 |
Cost of Sales | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of identifiable intangible assets | 22,044 | 17,389 | 6,726 |
Amortization of Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of identifiable intangible assets | 1,863 | 1,825 | 1,150 |
Acquired developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Research and development | 15,307 | 11,978 | 3,457 |
Internally developed software costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Research and development | $ 6,737 | $ 5,411 | $ 3,269 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Identifiable Intangible Assets and Goodwill Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 165,874 | $ 148,635 |
Impact of currency translation on intangible assets | 304 | 0 |
Less: accumulated amortization | (63,386) | (39,479) |
Total | 102,792 | 109,156 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets – net | $ 111,097 | 118,763 |
Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 7 years | |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | $ 2,105 | 3,407 |
Trademarks, trade names (non-amortizable) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 6,200 | 6,200 |
Acquired developed technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 119,800 | 109,100 |
Weighted-Average Amortization Period | 4 years 9 months | |
Acquired developed technology | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 3 years | |
Acquired developed technology | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 7 years | |
Internally developed software costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 32,274 | 25,735 |
Estimated Useful Life | 3 years | |
Weighted-Average Amortization Period | 2 years 6 months | |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 12,360 | 12,360 |
Estimated Useful Life | 7 years | |
Weighted-Average Amortization Period | 4 years 3 months 29 days | |
Trade names | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 1,410 | 1,410 |
Weighted-Average Amortization Period | 2 years | |
Trade names | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 2 years | |
Trade names | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 5 years | |
Non-competition agreements | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 30 | $ 30 |
Estimated Useful Life | 1 year | |
Weighted-Average Amortization Period | 1 year |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Future amortization of intangible assets [Abstract] | ||
2023 | $ 23,368 | |
2024 | 21,323 | |
2025 | 19,550 | |
2026 | 17,737 | |
2027 | 14,730 | |
Thereafter | 6,084 | |
Total | $ 102,792 | $ 109,156 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Net loss | $ (69,319) | $ (75,799) | $ (36,562) |
Basic: | |||
Weighted average common shares (in shares) | 27,152 | 25,088 | 19,014 |
Loss from per common share, basic (in dollars per share) | $ (2.55) | $ (3.02) | $ (1.92) |
Diluted: | |||
Weighted average common shares (in shares) | 27,152 | 25,088 | 19,014 |
Loss per common share, diluted (in dollars per share) | $ (2.55) | $ (3.02) | $ (1.92) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 457,306 | $ 457,306 | $ 41,214 |
ASC 805 measurement period adjustment | (1,467) | ||
Foreign currency translation | 834 | ||
Goodwill, ending balance | 486,762 | 457,306 | |
Punchh Acquisition | |||
Goodwill [Roll Forward] | |||
Acquisition | $ 417,559 | ||
ASC 805 measurement period adjustment | (1,085) | ||
Q1 2022 Acquisition | |||
Goodwill [Roll Forward] | |||
Acquisition | $ 1,200 | 1,212 | |
MENU Acquisition | |||
Goodwill [Roll Forward] | |||
Acquisition | $ 28,495 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Apr. 08, 2021 USD ($) intangibleAsset $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2021 $ / shares shares | |
Business Acquisition [Line Items] | |||||||
Fair value of stock issued for acquisition | $ 6,300 | $ 110,219 | $ 0 | ||||
Principal amount of notes outstanding | $ 398,750 | ||||||
Warrant to purchase shares of common stock (in shares) | shares | 500,000 | 3,975 | |||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 76.50 | $ 75.90 | |||||
Expected term | 5 years | ||||||
Remaining indemnification assets | 2,200 | ||||||
Reduction of cash consideration | 3,500 | ||||||
Increase in fair value of equity consideration | 1,600 | ||||||
Decrease in value of intangible assets | 3,600 | ||||||
Decrease in net deferred tax liability | 3,100 | ||||||
Net reduction in goodwill | 1,500 | ||||||
Other adjustments | $ 300 | ||||||
Number of acquired intangible assets | intangibleAsset | 3 | ||||||
(Provision for) benefit from income taxes | $ (1,252) | 9,424 | 2,986 | ||||
Acquisition costs reflected in pro forma results | $ 69,319 | 75,799 | 36,562 | ||||
Acquisition-related Costs | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition costs reflected in pro forma results | $ 3,600 | ||||||
Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
MENU Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of interest acquired of limited liability company | 100% | ||||||
Business acquisition, purchase price | $ 18,400 | ||||||
Business acquisition, cash paid | $ 6,300 | ||||||
Equity interest issued (in shares) | shares | 162,917 | ||||||
Business acquisition, share price (in dollar per share) | $ / shares | $ 38.67 | ||||||
Contingent consideration liability | $ 14,200 | $ 9,800 | |||||
Escrow deposit | $ 3,000 | ||||||
Term of escrow deposit | 18 months | ||||||
Transaction costs | $ 1,100 | ||||||
Increase in goodwill due to acquisition | 28,495 | ||||||
MENU Acquisition | Developed technology rights | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
Q1 2022 Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Increase in goodwill due to acquisition | 1,200 | $ 1,212 | |||||
Punchh Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of interest acquired of limited liability company | 100% | ||||||
Business acquisition, purchase price | $ 507,700 | ||||||
Business acquisition, cash paid | $ 397,500 | ||||||
Equity interest issued (in shares) | shares | 1,493,130 | ||||||
Escrow deposit | $ 6,000 | 2,100 | |||||
Term of escrow deposit | 18 months | ||||||
Increase in goodwill due to acquisition | 417,559 | ||||||
Average share price used in consideration transferred (in dollars per share) | $ / shares | $ 68 | ||||||
Consideration paid, equity issued | $ 101,500 | ||||||
Additional common stock reserved for options (in shares) | shares | 112,204 | ||||||
Fair value of fully vested option awards | $ 8,700 | ||||||
Reserve of common shares for equity consideration (in shares) | shares | 1,594,202 | ||||||
Fair value of equity consideration | $ 110,200 | ||||||
Acquisition-related expenses | 3,600 | ||||||
Principal amount of notes outstanding | 180,000 | ||||||
Sale of stock, consideration received on transaction | $ 160,000 | ||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 76.50 | $ 75.90 | |||||
Expected term | 5 years | ||||||
Funds distributed from escrow account for indemnification obligations | $ 3,800 | ||||||
Portion received from escrow for settlement of post-closing obligations | 3,500 | ||||||
Escrow funds released to former acquiree shareholders | 300 | ||||||
Remaining indemnification liabilities | 2,200 | ||||||
Net reduction in goodwill | 1,100 | ||||||
Adjustment to deferred revenue | 800 | ||||||
Reduction adjustment of indemnification assets | 100 | ||||||
Reduction adjustment of indemnification liabilities | $ 100 | ||||||
Loan payables | 3,508 | ||||||
Unfavorable lease obligation | 300 | ||||||
Deferred taxes | 11,794 | ||||||
(Provision for) benefit from income taxes | 10,400 | ||||||
Revenue of acquiree | $ 27,700 | ||||||
Punchh Acquisition | Paycheck Protection Program, CARES Act | |||||||
Business Acquisition [Line Items] | |||||||
Loan payables | $ 3,300 | ||||||
Punchh Acquisition | Director | |||||||
Business Acquisition [Line Items] | |||||||
Warrant to purchase shares of common stock (in shares) | shares | 500,000 | 3,975 | |||||
Punchh Acquisition | Developed technology rights | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful life | 7 years | ||||||
Estimated useful lives | 7 years | ||||||
Punchh Acquisition | Developed technology rights | Revenue-based WACC(2) | |||||||
Business Acquisition [Line Items] | |||||||
Fair value measurement input | 11% | ||||||
Punchh Acquisition | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 7 years | ||||||
Punchh Acquisition | Customer relationships | Revenue-based WACC(2) | |||||||
Business Acquisition [Line Items] | |||||||
Fair value measurement input | 11% | ||||||
Punchh Acquisition | Customer relationships | Annual attrition rate | |||||||
Business Acquisition [Line Items] | |||||||
Fair value measurement input | 5% | ||||||
Punchh Acquisition | Trade names | Revenue-based WACC(2) | |||||||
Business Acquisition [Line Items] | |||||||
Fair value measurement input | 11% | ||||||
Punchh Acquisition | Trade names | Relief from royalty rate | |||||||
Business Acquisition [Line Items] | |||||||
Fair value measurement input | 1% |
Acquisitions - Recognized Ident
Acquisitions - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Apr. 08, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 486,762 | $ 457,306 | $ 41,214 | ||
MENU Acquisition | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | $ 843 | ||||
Accounts receivable | 209 | ||||
Property and equipment | 204 | ||||
Prepaid and other acquired assets | 221 | ||||
Goodwill | 28,495 | ||||
Total assets | 40,672 | ||||
Accounts payable and accrued expenses | 1,300 | ||||
Deferred revenue | 443 | ||||
Earn-out liability | 14,200 | ||||
Consideration paid | 24,729 | ||||
MENU Acquisition | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | $ 10,700 | ||||
Punchh Acquisition | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | $ 22,714 | ||||
Accounts receivable | 10,214 | ||||
Property and equipment | 592 | ||||
Lease right-of-use assets | 2,473 | ||||
Indemnification assets | 2,109 | ||||
Prepaid and other acquired assets | 2,764 | ||||
Goodwill | 415,055 | ||||
Total assets | 553,821 | ||||
Accounts payable and accrued expenses | 15,617 | ||||
Deferred revenue | 10,298 | ||||
Loan payables | 3,508 | ||||
Lease liabilities | 2,787 | ||||
Indemnification liabilities | 2,109 | ||||
Deferred taxes | 11,794 | ||||
Consideration paid | 507,708 | ||||
Punchh Acquisition | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 84,600 | ||||
Punchh Acquisition | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 7,500 | ||||
Punchh Acquisition | Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | $ 5,800 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Punchh Acquisition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 291,596 | $ 241,015 |
Net loss | $ (79,079) | $ (49,370) |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Customer deposits | $ 2,100 | $ 1,900 | |
Performance obligations | $ 13,584 | 20,046 | $ 11,082 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 60 months | ||
Performance obligations, percentage | 100% | ||
Non-current over one year | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | $ 5,125 | 7,597 | |
Non-current over one year | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 36 months | ||
Subscription service | |||
Disaggregation of Revenue [Line Items] | |||
Support contract timing | 12 months | ||
Professional service | |||
Disaggregation of Revenue [Line Items] | |||
Support contract timing | 12 months | ||
Restaurant/Retail | |||
Disaggregation of Revenue [Line Items] | |||
Recognition of deferred revenue | $ 13,800 | 8,000 | |
Restaurant/Retail | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations, percentage | 62% | ||
Restaurant/Retail | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 48 months | ||
Performance obligations, percentage | 38% | ||
Restaurant/Retail | Non-current over one year | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | $ 5,125 | 7,597 | |
Government | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | 333,939 | 195,300 | |
Funded performance obligations | $ 86,500 | 38,600 | |
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations | $ 77,832 | ||
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations | $ 81,824 | ||
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations | $ 157,459 | ||
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | |||
Performance obligations | $ 16,824 | ||
Government | Non-current over one year | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | $ 0 | $ 0 | |
Minimum | Subscription service | |||
Disaggregation of Revenue [Line Items] | |||
Payment period | 12 months | ||
Minimum | Restaurant/Retail | |||
Disaggregation of Revenue [Line Items] | |||
Payment period | 30 days | ||
Minimum | Government | |||
Disaggregation of Revenue [Line Items] | |||
Payment period | 30 days | ||
Maximum | Subscription service | |||
Disaggregation of Revenue [Line Items] | |||
Payment period | 36 months | ||
Maximum | Restaurant/Retail | |||
Disaggregation of Revenue [Line Items] | |||
Payment period | 90 days | ||
Maximum | Government | |||
Disaggregation of Revenue [Line Items] | |||
Payment period | 90 days |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 13,584 | $ 20,046 | $ 11,082 |
Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 333,939 | 195,300 | |
Current under one year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 8,459 | 12,449 | |
Current under one year | Restaurant/Retail | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 8,459 | 12,449 | |
Current under one year | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 0 | 0 | |
Non-current over one year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 5,125 | 7,597 | |
Non-current over one year | Restaurant/Retail | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 5,125 | 7,597 | |
Non-current over one year | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 0 | $ 0 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue for Long-term (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation [Roll Forward] | ||
Beginning balance - January 1 | $ 20,046 | $ 11,082 |
Acquired deferred revenue | 443 | 11,125 |
Recognition of deferred revenue | (37,690) | (19,229) |
Deferral of revenue | 30,785 | 17,068 |
Ending balance - December 31 | $ 13,584 | $ 20,046 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 13,584 | $ 20,046 | $ 11,082 |
Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 333,939 | $ 195,300 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations, period | 60 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 77,832 | ||
Performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 81,824 | ||
Performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 157,459 | ||
Performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 16,824 | ||
Performance obligations, period |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 355,795 | $ 282,876 | $ 213,786 |
Hardware | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 114,410 | 105,014 | 73,228 |
Subscription service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 97,499 | 62,649 | 31,370 |
Professional service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 50,438 | 42,688 | 37,914 |
Restaurant/Retail | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 135,347 | 123,180 | 89,220 |
Restaurant/Retail | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 127,000 | 87,171 | 53,292 |
Restaurant/Retail | Hardware | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 114,410 | 105,014 | 73,228 |
Restaurant/Retail | Hardware | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Subscription service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Subscription service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 97,499 | 62,649 | 31,370 |
Restaurant/Retail | Professional service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 20,937 | 18,166 | 15,992 |
Restaurant/Retail | Professional service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 29,501 | 24,522 | 21,922 |
Restaurant/Retail | Mission systems | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Mission systems | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Intelligence, surveillance, and reconnaissance solutions | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Intelligence, surveillance, and reconnaissance solutions | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Commercial software | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Commercial software | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,132 | 505 | 686 |
Government | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 92,316 | 72,020 | 70,588 |
Government | Hardware | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Hardware | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Subscription service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Subscription service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Professional service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Professional service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Mission systems | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Mission systems | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 35,458 | 38,311 | 37,448 |
Government | Intelligence, surveillance, and reconnaissance solutions | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Intelligence, surveillance, and reconnaissance solutions | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 56,141 | 33,188 | 32,947 |
Government | Commercial software | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,132 | 505 | 686 |
Government | Commercial software | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 717 | $ 521 | $ 193 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 9 years |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Lease, Cost | $ 2,415 | $ 2,350 | $ 1,358 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from leases | 2,293 | 2,322 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,597 | $ 3,250 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
Total lease right-of-use assets | $ 4,061 | $ 4,348 |
Lease liabilities – current portion | 1,307 | 2,266 |
Lease liabilities, net of current portion | 2,868 | 2,440 |
Total lease liabilities | $ 4,175 | $ 4,706 |
Weighted-average remaining lease term | 4 years 6 months | 2 years 8 months 12 days |
Weighted-average discount rate | 4% | 4% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments for Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating leases | ||
2023 | $ 1,542 | |
2024 | 864 | |
2025 | 741 | |
2026 | 301 | |
2027 | 180 | |
Thereafter | 727 | |
Total lease payments | 4,355 | |
Less: portion representing imputed interest | (180) | |
Total lease liabilities | $ 4,175 | $ 4,706 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 59,960 | $ 49,978 |
Government | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | 17,320 | 11,667 |
Restaurant/Retail | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable, net | $ 42,640 | $ 38,311 |
Accounts Receivable, Net - Narr
Accounts Receivable, Net - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Allowances for doubtful accounts | $ 2.1 | $ 1.3 |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 1,300 | ||
Provisions | 1,204 | $ 1,290 | $ 540 |
Ending balance | 2,100 | 1,300 | |
Restaurant/Retail | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | 1,306 | 1,416 | |
Provisions | 1,204 | 1,290 | |
Write-offs | (376) | (1,386) | |
Recoveries | 0 | (14) | |
Ending balance | $ 2,134 | $ 1,306 | $ 1,416 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Component of inventory use in hospitality product [Abstract] | ||
Finished goods | $ 21,998 | $ 17,528 |
Work in process | 383 | 688 |
Component parts | 13,749 | 14,880 |
Service parts | 1,464 | 1,982 |
Inventories, net | 37,594 | 35,078 |
Recorded inventory write-downs | $ 10,900 | $ 10,800 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Components of Property, Plant and Equipment, Net, Excluding Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Gross assets | $ 37,600 | $ 35,856 |
Less accumulated depreciation | (24,639) | (22,147) |
Property, plant and equipment, net | 12,961 | 13,709 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 199 | 199 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 8,176 | 7,822 |
Rental property | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 2,749 | 2,749 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 12,393 | 12,100 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 13,902 | 12,816 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | $ 181 | $ 170 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense recorded | $ 3.3 | $ 2.3 | $ 2 |
Rent received from leases | $ 0.2 | $ 0.2 | $ 0.2 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other (expense) income, net | Other (expense) income, net | Other (expense) income, net |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 40 years | ||
Building and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Building and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 40 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 | ||
Internally developed software costs | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Internally developed software costs | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years |
Debt - Equity and Liability Com
Debt - Equity and Liability Components of the Notes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 17, 2021 | Apr. 08, 2021 | Feb. 10, 2020 | Apr. 15, 2019 |
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | $ 398,750,000 | |||||
Unamortized debt issuance cost | (9,558,000) | |||||
Total notes payable | 389,192,000 | $ 305,845,000 | ||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 398,750,000 | |||||
Unamortized debt issuance cost | (8,758,000) | |||||
Unamortized discount | (84,147,000) | |||||
Total notes payable | 305,845,000 | |||||
Convertible Debt | 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 13,750,000 | 13,750,000 | $ 80,000,000 | |||
Unamortized debt issuance cost | (257,000) | (334,000) | $ (4,900,000) | |||
Unamortized discount | (1,570,000) | |||||
Total notes payable | 13,493,000 | 11,846,000 | ||||
Convertible Debt | 2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 120,000,000 | 120,000,000 | $ 120,000,000 | |||
Unamortized debt issuance cost | (2,511,000) | (2,440,000) | $ (4,200,000) | |||
Unamortized discount | (19,413,000) | |||||
Total notes payable | 117,489,000 | 98,147,000 | ||||
Convertible Debt | 2027 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 265,000,000 | 265,000,000 | $ 265,000,000 | |||
Unamortized debt issuance cost | (6,790,000) | (5,984,000) | ||||
Unamortized discount | (63,164,000) | |||||
Total notes payable | $ 258,210,000 | $ 195,852,000 | ||||
Credit Facility | Total | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | $ 180,000,000 | $ 180,000,000 | ||||
Unamortized debt issuance cost | $ (9,300,000) |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 17, 2021 USD ($) | Apr. 08, 2021 USD ($) | Feb. 10, 2020 USD ($) $ / shares shares | Apr. 15, 2019 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 398,750,000 | |||||||
Treasury stock reissued (in shares) | shares | 772,423,000,000 | |||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 32.43 | |||||||
Treasury stock acquired average cost per share (in dollars per share) | $ / shares | $ 3.37 | |||||||
Loss on extinguishment of debt | 0 | $ (11,916,000) | $ (8,123,000) | |||||
Issuance costs | 9,558,000 | |||||||
AccSys LLC (Restaurant Magic) | ||||||||
Debt Instrument [Line Items] | ||||||||
Liability, debt | 0 | |||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | 398,750,000 | |||||||
Liability, debt | 398,750,000 | |||||||
Issuance costs | 8,758,000 | |||||||
2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Implied estimated effective rate | 10.20% | |||||||
2024 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 80,000,000 | 13,750,000 | 13,750,000 | |||||
Stated interest rate | 4.50% | |||||||
Common stock to repurchased | $ 66,300,000 | |||||||
Debt settlement amount | 59,000,000 | |||||||
Settlement of equity component | 30,800,000 | |||||||
Debt instrument pay off accrued interest | 1,000,000 | |||||||
Loss on extinguishment of debt | 8,100,000 | |||||||
Conversion ratio | 0.0350217 | |||||||
Liability, debt | $ 62,400,000 | |||||||
Equity component of notes | 17,600,000 | |||||||
Issuance costs | 4,900,000 | 257,000 | 334,000 | |||||
Issuance costs, debt component | 3,800,000 | |||||||
Issuance cost, equity component | $ 1,100,000 | |||||||
2026 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 120,000,000 | 120,000,000 | 120,000,000 | |||||
Stated interest rate | 1.50% | 2.875% | ||||||
Implied estimated effective rate | 7.30% | |||||||
Conversion ratio | 0.0232722 | |||||||
Liability, debt | $ 93,800,000 | |||||||
Equity component of notes | $ 65,800,000 | 26,200,000 | ||||||
Issuance costs | 4,200,000 | 2,511,000 | 2,440,000 | |||||
Issuance costs, debt component | 3,300,000 | |||||||
Issuance cost, equity component | $ 900,000 | |||||||
Income tax benefit, equity transaction | 4,400,000 | |||||||
Release of valuation allowance classified with in stockholders' equity | $ 4,400,000 | |||||||
2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance cost, equity component | 2,100,000 | |||||||
2027 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 265,000,000 | 265,000,000 | 265,000,000 | |||||
Implied estimated effective rate | 6.50% | |||||||
Conversion ratio | 0.01287 | |||||||
Liability, debt | $ 199,200,000 | |||||||
Equity component of notes | 8,300,000 | |||||||
Issuance costs | 6,790,000 | 5,984,000 | ||||||
Issuance costs, debt component | 6,200,000 | |||||||
Issuance cost, equity component | 2,100,000 | |||||||
Income tax benefit, equity transaction | 15,600,000 | |||||||
Release of valuation allowance classified with in stockholders' equity | 14,900,000 | |||||||
Owl Rock Term Loan | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | 180,000,000 | $ 180,000,000 | ||||||
Debt instrument pay off accrued interest | 1,800,000 | |||||||
Loss on extinguishment of debt | $ 11,900,000 | |||||||
Issuance costs | $ 9,300,000 | |||||||
Issuance discount rate | 2,000,000% | |||||||
Proceeds from issuance of debt | $ 170,700,000 | |||||||
Proceeds from exercise of stock options | $ 3,600,000 | |||||||
Subordinated Promissory Note | AccSys LLC (Restaurant Magic) | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 5.75% | |||||||
Acquisition by delivery of subordinate promissory note | $ 2,000,000 | |||||||
Repayments of interest and principal amount | $ 60,600 |
Debt - Summary of Information a
Debt - Summary of Information about the Equity and Liability Components of Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||
Accretion of debt in interest expense | $ 1,997 | $ 8,725 | $ 4,355 |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 8,036 | 9,420 | 4,026 |
Accretion of debt in interest expense | 1,997 | 8,726 | 4,355 |
Total interest expense | $ 10,033 | $ 18,146 | $ 8,381 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Notes (Details) - Convertible Debt $ in Thousands | Dec. 31, 2020 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 0 |
2024 | 13,750 |
2025 | 0 |
2026 | 120,000 |
2027 | 265,000 |
Thereafter | 0 |
Total | $ 398,750 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 17, 2021 | Apr. 08, 2021 | Oct. 05, 2020 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Payments for common stock issuance costs | $ 0 | $ 6,828 | $ 0 | |||||
Warrant to purchase shares of common stock (in shares) | 500,000 | 3,975 | ||||||
Exercise price of warrant (in dollars per share) | $ 76.50 | $ 75.90 | ||||||
Expected term | 5 years | |||||||
Warrant | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Issue date fair value of warrant | $ 14,300 | |||||||
Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 982,143 | 3,616,022 | ||||||
Sale of stock (in dollars per share) | $ 56 | $ 38 | ||||||
Sale of stock, consideration received on transaction | $ 52,500 | $ 131,400 | ||||||
Payments for common stock issuance costs | $ 6,000 | |||||||
Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 2,352,942 | |||||||
Sale of stock, consideration received on transaction | $ 160,000 | |||||||
Payments for common stock issuance costs | $ 4,300 | $ 6,800 | ||||||
Private Placement | PAR Act III, LLC | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 73,530 | |||||||
Sale of stock (in dollars per share) | $ 68 | |||||||
Gross purchase price | $ 5,000 | |||||||
Private Placement | T Rowe Price Associates, Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 2,279,412 | |||||||
Sale of stock (in dollars per share) | $ 68 | |||||||
Gross purchase price | $ 155,000 | |||||||
MENU Acquisition | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Equity interest issued (in shares) | 162,917 | |||||||
Punchh Acquisition | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Equity interest issued (in shares) | 1,493,130 | |||||||
Sale of stock, consideration received on transaction | $ 160,000 | |||||||
Exercise price of warrant (in dollars per share) | $ 76.50 | $ 75.90 | ||||||
Expected term | 5 years |
Common Stock - Fair Value of Wa
Common Stock - Fair Value of Warrants, Measurement Assumptions (Details) | Apr. 08, 2021 $ / shares |
Subsidiary, Sale of Stock [Line Items] | |
Expected term | 5 years |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Expected term | 5 years |
Risk free interest rate | Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Derivative measurement input | 0.0085 |
Expected volatility | Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Derivative measurement input | 0.5378 |
Fair value (per warrant) | Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Fair value (per warrant) | $ 28.65 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense, tax benefit | $ 1,000 | $ 500 | $ 200 |
Stock-based compensation | 13,400 | 14,600 | 4,300 |
Unrecognized compensation expense | 17,300 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 5,664 | 9,585 | 1,386 |
RSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 149 | 838 | 996 |
Performance-based RSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 147 | $ 776 | $ 786 |
Minimum | RSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Minimum | RSA and RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Maximum | RSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | RSA and RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 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) | 2,700,000 | ||
Equity Incentive Plan 2015 | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Equity Incentive Plan 2015 | Minimum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Equity Incentive Plan 2015 | Maximum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years |
Stock-Based Compensation - Sche
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, 2022 USD ($) $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | 1,306 |
Options exercised (in shares) | (135) |
Options forfeited (in shares) | (142) |
Ending balance (in shares) | 1,029 |
Vested and expected to vest at December 31, 2021 (in shares) | 1,028 |
Total shares exercisable as of December 31, 2021 (in shares) | 937 |
Shares remaining available for grant (in shares) | 2,169 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 11.95 |
Options exercised (in dollars per share) | $ / shares | 9.98 |
Options forfeited (in dollars per share) | $ / shares | 10.75 |
Ending balance (in dollars per share) | $ / shares | 12.82 |
Vested and expected to vest at December 31, 2021 (in dollars per share) | $ / shares | 12.82 |
Total shares exercisable as of December 31, 2021 (in dollars per share) | $ / shares | $ 12.87 |
Outstanding at December 31, 2022 | $ | $ 13,645 |
Vested and expected to vest at December 31, 2022 | $ | 13,622 |
Total shares exercisable at December 31, 2022 | $ | $ 12,321 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions for Fair Value of Options at the Date of the Grant (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option expense recorded, in thousands, for the year ended December 31, | $ 13,400 | $ 14,600 | $ 4,300 |
Weighted average grant date fair value (in dollar per share) | $ 0 | $ 60.48 | $ 13.82 |
Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, | $ 4,000 | $ 6,000 | $ 1,900 |
Cash received for options exercised | 1,286 | $ 1,156 | $ 675 |
Fair value measurement assumptions | |||
Expected option life | 3 years 1 month 6 days | 4 years 4 months 24 days | |
Weighted average risk-free interest rate | 0.40% | 0.40% | |
Weighted average expected volatility | 56.50% | 47.60% | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option expense recorded, in thousands, for the year ended December 31, | $ 5,664 | $ 9,585 | $ 1,386 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Share-based Compensation by Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Lower range of exercise price (in dollars per share) | $ 0.73 |
Upper range of exercise price (in dollars per share) | $ 35.26 |
Number outstanding (in shares) | shares | 1,029 |
Weighted average remaining life | 6 years 11 months 1 day |
Weighted average exercise price (in dollars per share) | $ 12.82 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Activity With Respect to RSAs and RSUs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average grant- date fair value | |||
Stock-based compensation | $ 13,400 | $ 14,600 | $ 4,300 |
RSA | |||
Shares | |||
Beginning balance (in shares) | 27 | ||
Restricted stock awards vested (in shares) | (27) | (34) | (112) |
Restricted stock awards canceled/forfeited (in shares) | 0 | (2) | (5) |
Non-vested awards outstanding (in shares) | 0 | 27 | |
Weighted Average grant- date fair value | |||
Beginning balance (in dollars per share) | $ 25.42 | ||
Weighted average grant date fair value (in dollars per share) | 0 | $ 22.30 | $ 30.96 |
Vested (in dollars per share) | 25.42 | ||
Ending balance (in dollars per share) | $ 25.42 | ||
Stock-based compensation | $ 149 | $ 838 | $ 996 |
Service-based RSA | |||
Weighted Average grant- date fair value | |||
Stock-based compensation | $ 2 | $ 62 | $ 210 |
Performance-based RSA | |||
Shares | |||
Restricted stock awards canceled/forfeited (in shares) | 0 | (1) | (4) |
Weighted Average grant- date fair value | |||
Stock-based compensation | $ 147 | $ 776 | $ 786 |
RSU | |||
Shares | |||
Beginning balance (in shares) | 418 | ||
Restricted stock awards granted (in shares) | 379 | ||
Restricted stock awards vested (in shares) | (168) | ||
Restricted stock awards canceled/forfeited (in shares) | (117) | ||
Non-vested awards outstanding (in shares) | 512 | 418 | |
Weighted Average grant- date fair value | |||
Beginning balance (in dollars per share) | $ 34.08 | ||
Weighted average grant date fair value (in dollars per share) | 37.90 | ||
Vested (in dollars per share) | 28.41 | ||
Canceled/forfeited (in dollars per share) | 45.79 | ||
Ending balance (in dollars per share) | $ 35.96 | $ 34.08 | |
Stock-based compensation | $ 7,611 | $ 4,192 | 1,869 |
Service-based RSU | |||
Weighted Average grant- date fair value | |||
Stock-based compensation | 6,775 | 3,353 | 1,587 |
Performance-based RSU | |||
Weighted Average grant- date fair value | |||
Stock-based compensation | $ 836 | $ 839 | $ 282 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 784 | 408 | 179 |
Foreign | 840 | 585 | (4) |
Total current | 1,624 | 993 | 175 |
Deferred income tax: | |||
Federal | (221) | (9,001) | (3,265) |
State | (151) | (1,416) | 104 |
Total deferred | (372) | (10,417) | (3,161) |
Provision for (benefit from) income taxes | $ 1,252 | $ (9,424) | $ (2,986) |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (63,068) | $ (85,391) | $ (39,390) |
International | (4,999) | 168 | (158) |
Loss before benefit from income taxes | $ (68,067) | $ (85,223) | $ (39,548) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Liabilities (Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax liabilities: | ||
Subordinated debt | $ 0 | $ (19,998) |
Indefinite lived intangibles | 0 | 0 |
Operating lease assets | (344) | (1,067) |
Software development costs | (1,534) | (2,978) |
Intangible assets | (19,803) | (21,839) |
Depreciation on property, plant and equipment | (1,428) | (1,490) |
Gross deferred tax liabilities | (23,109) | (47,372) |
Deferred tax assets: | ||
Allowances for bad debts and inventory | 3,213 | 3,038 |
Capitalized inventory costs | 300 | 223 |
Employee benefit accruals | 4,628 | 5,692 |
Interest expense limitation under section 163 (j) | 6,089 | 4,812 |
Operating lease liabilities | 373 | 1,155 |
Federal net operating loss carryforward | 40,212 | 42,792 |
State net operating loss carryforward | 8,866 | 10,353 |
Foreign net operating loss carryforward | 2,008 | 0 |
Federal and state tax credit carryforwards | 13,364 | 11,901 |
R&D capitalization | 11,297 | 0 |
Other | 3,963 | 2,246 |
Gross deferred tax assets | 94,313 | 82,212 |
Less valuation allowance | (71,837) | (37,157) |
Non-current net deferred tax liabilities | $ (633) | $ (2,317) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 1.7 | ||
Valuation allowance, DTA, increase (decrease) | $ 3 | ||
Tax expense associated with deferred tax asset valuation allowance | $ 10.4 | $ 6.2 | |
Effective income tax rate | (1.90%) | 11% | 7.60% |
Federal statutory tax rate | 21% | 21% | 21% |
Capitalized Research and Development | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, DTA, increase (decrease) | $ 11.3 | ||
Foreign Net Operating Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, DTA, increase (decrease) | 2 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, DTA, increase (decrease) | 20 | ||
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 0 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 11.8 | ||
Operating loss carryforwards | 21.4 | ||
Operating loss carryforwards for unlimited period | 170.1 | ||
State | Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 47.3 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 16.9 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21% | 21% | 21% |
State taxes, net of federal benefit | (0.70%) | 1.30% | 2.80% |
Contingent consideration revaluation | 1.40% | 0% | 0% |
Nondeductible expenses | (0.50%) | (0.80%) | (0.20%) |
Tax credits (including R&D) | 1.50% | 1.70% | 4.50% |
Foreign income tax rate differential | (2.60%) | (0.50%) | 0% |
Expired tax credit | 0% | 0% | 0% |
Deferred tax adjustment | 0% | 0% | 0.60% |
Stock based compensation | (1.40%) | (0.70%) | 0.40% |
Redemption of notes | 0% | 0% | (2.90%) |
Valuation allowance | (20.50%) | (10.70%) | (19.60%) |
Other | (0.10%) | (0.30%) | 1% |
Total | (1.90%) | 11% | 7.60% |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Matching contribution percentage | 50% | 50% | 50% |
Contribution by company, up to | 6% | 6% | 6% |
Matching contribution | $ 1,300,000 | $ 1,100,000 | $ 900,000 |
Deferred compensation plan, employer contributions | $ 0 | $ 0 | $ 0 |
Segment and Related Informati_3
Segment and Related Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Segment and Related Informati_4
Segment and Related Information - Information of the Company's Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 355,795 | $ 282,876 | $ 213,786 |
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | (58,032) | (53,881) | (23,946) |
Other (expense) income, net | (1,224) | (1,279) | 808 |
Loss on extinguishment of debt | 0 | (11,916) | (8,123) |
Interest expense, net | (8,811) | (18,147) | (8,287) |
Loss before benefit from income taxes | (68,067) | (85,223) | (39,548) |
Depreciation and amortization | 28,092 | 30,146 | 14,452 |
Capital expenditures including software costs | 7,725 | 8,287 | 9,231 |
Identifiable assets | 854,858 | 888,149 | |
Goodwill | 486,762 | 457,306 | 41,214 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue | 336,201 | 262,164 | 195,660 |
Operating Income (Loss) [Abstract] | |||
Identifiable assets | 809,437 | 871,184 | |
International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 19,594 | 20,712 | 18,126 |
Operating Income (Loss) [Abstract] | |||
Identifiable assets | 45,421 | 16,965 | |
Restaurant/Retail | |||
Operating Income (Loss) [Abstract] | |||
Goodwill | 486,026 | 456,570 | |
Government | |||
Operating Income (Loss) [Abstract] | |||
Goodwill | 736 | 736 | |
Operating Segments | Restaurant/Retail | |||
Segment Reporting Information [Line Items] | |||
Revenue | 262,347 | 210,351 | 142,512 |
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | (53,516) | (58,262) | (28,089) |
Depreciation and amortization | 24,056 | 19,656 | 8,158 |
Capital expenditures including software costs | 6,530 | 6,848 | 7,245 |
Identifiable assets | 722,958 | 674,032 | |
Goodwill | 486,026 | 456,570 | |
Operating Segments | Government | |||
Segment Reporting Information [Line Items] | |||
Revenue | 93,448 | 72,525 | 71,274 |
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | 7,527 | 5,801 | 5,644 |
Depreciation and amortization | 452 | 380 | 590 |
Capital expenditures including software costs | 227 | 711 | 1,239 |
Identifiable assets | 21,443 | 14,831 | |
Goodwill | 736 | 736 | |
Other | |||
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | (12,043) | (1,420) | (1,501) |
Depreciation and amortization | 3,584 | 10,110 | 5,704 |
Capital expenditures including software costs | 968 | 728 | $ 747 |
Identifiable assets | $ 110,457 | $ 199,286 |
Segment and Related Informati_5
Segment and Related Information - Identifiable Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | $ 854,858 | $ 888,149 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | 809,437 | 871,184 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | $ 45,421 | $ 16,965 |
Segment and Related Informati_6
Segment and Related Information - Revenue by Major Customers (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 100% | 100% | 100% |
Reportable Segments | Dairy Queen | Restaurant/Retail | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 7% | 7% | 13% |
Reportable Segments | Yum! Brands, Inc. | Restaurant/Retail | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 10% | 11% | 11% |
Reportable Segments | McDonald’s Corporation | Restaurant/Retail | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 12% | 12% | 7% |
Reportable Segments | U.S. Department of Defense | Government | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 26% | 26% | 33% |
All Others | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 44% | 44% | 36% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Amounts owed to employees participating in the deferred compensation plan | $ 1.7 | $ 2.4 | |
MENU Acquisition | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent consideration liability | 9.8 | $ 14.2 | |
2024 Notes | Fair Value, Inputs, Level 2 | Convertible Debt | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of notes | 17.4 | 27.2 | |
2026 Notes | Fair Value, Inputs, Level 2 | Convertible Debt | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of notes | 112.8 | 175.5 | |
2027 Notes | Fair Value, Inputs, Level 2 | Convertible Debt | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value of notes | $ 191 | $ 267.5 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Changes in the Estimated Fair Values of the Company’s Liabilities for Contingent Consideration Measured Using Significant Unobservable Inputs (Level 3) (Details) - Obligations $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
New contingent consideration | 14,200 |
Change in fair value of contingent consideration | (4,400) |
Ending balance | $ 9,800 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contingent Consideration Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Adjustment to contingent consideration liability |
Revenue and EBITDA based payments | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration liability | $ 33,900 |
Fair Value | $ 9,800 |
Revenue and EBITDA based payments | Revenue volatility | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.250 |
Revenue and EBITDA based payments | Gross profit volatility | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.400 |
Revenue and EBITDA based payments | Discount rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.135 |