Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.02 par value | |
Trading Symbol | PAR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,021,454 | |
Entity Central Index Key | 0000708821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 43,136 | $ 70,328 |
Cash held on behalf of customers | 8,758 | 7,205 |
Short-term investments | 36,717 | 40,290 |
Accounts receivable – net | 66,441 | 59,960 |
Inventories | 24,193 | 37,594 |
Other current assets | 9,516 | 8,572 |
Total current assets | 188,761 | 223,949 |
Property, plant and equipment – net | 16,110 | 12,961 |
Goodwill | 487,073 | 486,762 |
Intangible assets – net | 96,562 | 111,097 |
Lease right-of-use assets | 4,303 | 4,061 |
Other assets | 16,400 | 16,028 |
Total assets | 809,209 | 854,858 |
Current liabilities: | ||
Current portion of long-term debt | 13,638 | 0 |
Accounts payable | 27,229 | 23,283 |
Accrued salaries and benefits | 15,652 | 18,936 |
Accrued expenses | 10,578 | 6,531 |
Customers payable | 8,758 | 7,205 |
Lease liabilities – current portion | 1,327 | 1,307 |
Customer deposits and deferred service revenue | 10,066 | 10,562 |
Total current liabilities | 87,248 | 67,824 |
Lease liabilities – net of current portion | 3,075 | 2,868 |
Deferred service revenue – noncurrent | 4,329 | 5,125 |
Long-term debt | 377,148 | 389,192 |
Other long-term liabilities | 4,669 | 14,655 |
Total liabilities | 476,469 | 479,664 |
Shareholders’ equity: | ||
Preferred stock, $.02 par value, 1,000,000 shares authorized | 0 | 0 |
Common stock, $0.02 par value, 58,000,000 shares authorized, 28,877,896 and 28,589,567 shares issued, 27,520,284 and 27,319,045 outstanding at September 30, 2023 and December 31, 2022, respectively | 574 | 570 |
Additional paid in capital | 606,836 | 595,286 |
Accumulated deficit | (256,327) | (205,204) |
Accumulated other comprehensive loss | (1,507) | (1,365) |
Treasury stock, at cost, 1,357,612 shares and 1,270,522 shares at September 30, 2023 and December 31, 2022, respectively | (16,836) | (14,093) |
Total shareholders’ equity | 332,740 | 375,194 |
Total Liabilities and Shareholders’ Equity | $ 809,209 | $ 854,858 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, authorized (in shares) | 58,000,000 | 58,000,000 |
Common stock, issued (in shares) | 28,877,896 | 28,589,567 |
Common stock, outstanding (in shares) | 27,520,284 | 27,319,045 |
Treasury stock (in shares) | 1,357,612 | 1,270,522 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues, net: | ||||
Total revenues, net | $ 107,134 | $ 92,767 | $ 308,115 | $ 258,145 |
Costs of sales: | ||||
Total cost of sales | 78,948 | 71,359 | 236,206 | 195,003 |
Gross margin | 28,186 | 21,408 | 71,909 | 63,142 |
Operating expenses: | ||||
Selling, general and administrative | 26,249 | 26,543 | 79,357 | 75,309 |
Research and development | 14,660 | 12,843 | 43,863 | 33,785 |
Amortization of identifiable intangible assets | 464 | 465 | 1,393 | 1,399 |
Adjustment to contingent consideration liability | 0 | 0 | (7,500) | 0 |
Gain on insurance proceeds | 0 | 0 | (500) | 0 |
Total operating expenses | 41,373 | 39,851 | 116,613 | 110,493 |
Operating loss | (13,187) | (18,443) | (44,704) | (47,351) |
Other expense, net | (373) | (179) | (337) | (804) |
Interest expense, net | (1,750) | (2,140) | (5,152) | (7,054) |
Loss before provision for income taxes | (15,310) | (20,762) | (50,193) | (55,209) |
Provision for income taxes | (206) | (578) | (930) | (629) |
Net loss | $ (15,516) | $ (21,340) | $ (51,123) | $ (55,838) |
Net loss per share, basic (in dollars per share) | $ (0.56) | $ (0.79) | $ (1.86) | $ (2.06) |
Net loss per share, diluted (in dollars per share) | $ (0.56) | $ (0.79) | $ (1.86) | $ (2.06) |
Weighted average shares outstanding, basic (in shares) | 27,472 | 27,110 | 27,412 | 27,150 |
Weighted average shares outstanding, diluted (in shares) | 27,472 | 27,110 | 27,412 | 27,150 |
Hardware | ||||
Revenues, net: | ||||
Total revenues, net | $ 25,824 | $ 31,343 | $ 78,991 | $ 84,820 |
Costs of sales: | ||||
Total cost of sales | 19,295 | 25,458 | 63,002 | 69,666 |
Subscription service | ||||
Revenues, net: | ||||
Total revenues, net | 31,363 | 25,170 | 89,700 | 69,591 |
Costs of sales: | ||||
Total cost of sales | 15,497 | 13,054 | 46,655 | 34,332 |
Professional service | ||||
Revenues, net: | ||||
Total revenues, net | 11,514 | 11,840 | 38,123 | 36,959 |
Costs of sales: | ||||
Total cost of sales | 8,775 | 10,967 | 31,925 | 30,649 |
Contract | ||||
Revenues, net: | ||||
Total revenues, net | 38,433 | 24,414 | 101,301 | 66,775 |
Costs of sales: | ||||
Total cost of sales | $ 35,381 | $ 21,880 | $ 94,624 | $ 60,356 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (15,516) | $ (21,340) | $ (51,123) | $ (55,838) |
Other comprehensive loss, net of applicable tax: | ||||
Foreign currency translation adjustments | 1,417 | (851) | (142) | (500) |
Comprehensive loss | $ (14,099) | $ (22,191) | $ (51,265) | $ (56,338) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common Stock | Additional Paid in Capital | Additional Paid in Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid in Capital Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 28,095,000 | |||||||||||
Beginning 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) | 96,000 | |||||||||||
Issuance of common stock upon the exercise of stock options | 813 | $ 2 | 811 | |||||||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 88,000 | |||||||||||
Net issuance of restricted stock awards and restricted stock units | 1 | $ 1 | ||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 45,000 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (2,051) | $ (2,051) | ||||||||||
Stock-based compensation | 3,536 | 3,536 | ||||||||||
Foreign currency translation adjustments | 512 | 512 | ||||||||||
Net loss | (15,650) | (15,650) | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 28,279,000 | |||||||||||
Ending balance at Mar. 31, 2022 | 411,470 | $ 565 | 578,628 | (151,535) | (3,192) | $ (12,996) | ||||||
Treasury stock (in shares) at Mar. 31, 2022 | 1,226,000 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 28,095,000 | |||||||||||
Beginning 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] | ||||||||||||
Foreign currency translation adjustments | (500) | |||||||||||
Net loss | (55,838) | |||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 28,529,000 | |||||||||||
Ending balance at Sep. 30, 2022 | 383,086 | $ 569 | 592,100 | (191,723) | (4,204) | $ (13,656) | ||||||
Treasury stock (in shares) at Sep. 30, 2022 | 1,247,000 | |||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 28,279,000 | |||||||||||
Beginning balance at Mar. 31, 2022 | 411,470 | $ 565 | 578,628 | (151,535) | (3,192) | $ (12,996) | ||||||
Treasury stock (in shares) at Mar. 31, 2022 | 1,226,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 16,000 | |||||||||||
Issuance of common stock upon the exercise of stock options | 205 | 205 | ||||||||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 36,000 | |||||||||||
Net issuance of restricted stock awards and restricted stock units | 0 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 12,000 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (397) | $ (397) | ||||||||||
Stock-based compensation | 3,231 | 3,231 | ||||||||||
Foreign currency translation adjustments | (161) | (161) | ||||||||||
Net loss | (18,848) | (18,848) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 28,331,000 | |||||||||||
Ending balance at Jun. 30, 2022 | 395,500 | $ 565 | 582,064 | (170,383) | (3,353) | $ (13,393) | ||||||
Treasury stock (in shares) at Jun. 30, 2022 | 1,238,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 17,000 | |||||||||||
Issuance of common stock upon the exercise of stock options | 250 | $ 1 | 249 | |||||||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 18,000 | |||||||||||
Net issuance of restricted stock awards and restricted stock units | 0 | |||||||||||
Issuance of common stock for acquisition (in shares) | 163,000 | |||||||||||
Issuance of common stock for acquisition | 6,300 | $ 3 | 6,297 | |||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 9,000 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (263) | $ (263) | ||||||||||
Stock-based compensation | 3,490 | 3,490 | ||||||||||
Foreign currency translation adjustments | (851) | (851) | ||||||||||
Net loss | (21,340) | (21,340) | ||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 28,529,000 | |||||||||||
Ending balance at Sep. 30, 2022 | $ 383,086 | $ 569 | 592,100 | (191,723) | (4,204) | $ (13,656) | ||||||
Treasury stock (in shares) at Sep. 30, 2022 | 1,247,000 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 27,319,045 | 28,590,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 375,194 | $ 570 | 595,286 | (205,204) | (1,365) | $ (14,093) | ||||||
Treasury stock (in shares) at Dec. 31, 2022 | 1,270,522 | 1,271,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 5,000 | |||||||||||
Issuance of common stock upon the exercise of stock options | $ 52 | 52 | ||||||||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 160,000 | |||||||||||
Net issuance of restricted stock awards and restricted stock units | 2 | $ 2 | ||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 79,000 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (2,478) | $ (2,478) | ||||||||||
Stock-based compensation | 3,055 | 3,055 | ||||||||||
Foreign currency translation adjustments | (42) | (42) | ||||||||||
Net loss | (15,905) | (15,905) | ||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 28,755,000 | |||||||||||
Ending balance at Mar. 31, 2023 | $ 359,878 | $ 572 | 598,393 | (221,109) | (1,407) | $ (16,571) | ||||||
Treasury stock (in shares) at Mar. 31, 2023 | 1,350,000 | |||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 27,319,045 | 28,590,000 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 375,194 | $ 570 | 595,286 | (205,204) | (1,365) | $ (14,093) | ||||||
Treasury stock (in shares) at Dec. 31, 2022 | 1,270,522 | 1,271,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 88,000 | |||||||||||
Foreign currency translation adjustments | $ (142) | |||||||||||
Net loss | $ (51,123) | |||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 27,520,284 | 28,878,000 | ||||||||||
Ending balance at Sep. 30, 2023 | $ 332,740 | $ 574 | 606,836 | (256,327) | (1,507) | $ (16,836) | ||||||
Treasury stock (in shares) at Sep. 30, 2023 | 1,357,612 | 1,358,000 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 28,755,000 | |||||||||||
Beginning balance at Mar. 31, 2023 | $ 359,878 | $ 572 | 598,393 | (221,109) | (1,407) | $ (16,571) | ||||||
Treasury stock (in shares) at Mar. 31, 2023 | 1,350,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 9,000 | |||||||||||
Issuance of common stock upon the exercise of stock options | 147 | 147 | ||||||||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 35,000 | |||||||||||
Net issuance of restricted stock awards and restricted stock units | 0 | $ 0 | ||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 6,000 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (205) | $ (205) | ||||||||||
Stock-based compensation | 3,615 | 3,615 | ||||||||||
Foreign currency translation adjustments | (1,517) | (1,517) | ||||||||||
Net loss | (19,702) | (19,702) | ||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 28,799,000 | |||||||||||
Ending balance at Jun. 30, 2023 | 342,216 | $ 572 | 602,155 | (240,811) | (2,924) | $ (16,776) | ||||||
Treasury stock (in shares) at Jun. 30, 2023 | 1,356,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 74,000 | |||||||||||
Issuance of common stock upon the exercise of stock options | 711 | $ 2 | 709 | |||||||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 5,000 | |||||||||||
Net issuance of restricted stock awards and restricted stock units | 0 | $ 0 | ||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 2,000 | |||||||||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (60) | $ (60) | ||||||||||
Stock-based compensation | 3,972 | 3,972 | ||||||||||
Foreign currency translation adjustments | 1,417 | 1,417 | ||||||||||
Net loss | $ (15,516) | (15,516) | ||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 27,520,284 | 28,878,000 | ||||||||||
Ending balance at Sep. 30, 2023 | $ 332,740 | $ 574 | $ 606,836 | $ (256,327) | $ (1,507) | $ (16,836) | ||||||
Treasury stock (in shares) at Sep. 30, 2023 | 1,357,612 | 1,358,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (51,123) | $ (55,838) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 20,480 | 19,625 |
Accretion of debt in interest expense | 1,594 | 1,485 |
Current expected credit losses | 783 | 739 |
Provision for obsolete inventory | (1,271) | 1,773 |
Stock-based compensation | 10,642 | 10,257 |
Adjustment to contingent consideration liability | (7,500) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,342) | (5,823) |
Inventories | 14,607 | (6,678) |
Other current assets | (1,008) | 321 |
Other assets | (389) | (3,461) |
Accounts payable | 3,383 | 3,580 |
Accrued salaries and benefits | (3,258) | 325 |
Accrued expenses | 1,839 | (260) |
Customer deposits and deferred service revenue | (1,292) | (2,924) |
Customers payable | 1,553 | 3,985 |
Other long-term liabilities | (186) | (685) |
Net cash used in operating activities | (18,488) | (33,579) |
Cash flows from investing activities: | ||
Cash paid for acquisitions, net of cash acquired | 0 | (18,797) |
Capital expenditures | (5,021) | (812) |
Capitalization of software costs | (3,364) | (4,719) |
Proceeds from (purchase of) held to maturity investments | (40,015) | |
Proceeds from (purchase of) held to maturity investments | 3,573 | |
Net cash used in investing activities | (4,812) | (64,343) |
Cash flows from financing activities: | ||
Principal payments of long-term debt | 0 | (525) |
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (2,743) | (2,711) |
Proceeds from exercise of stock options | 912 | 1,268 |
Net cash used in financing activities | (1,831) | (1,968) |
Effect of exchange rate changes on cash and cash equivalents | (508) | 975 |
Net decrease in cash and cash equivalents and cash held on behalf of customers | (25,639) | (98,915) |
Cash and cash equivalents and cash held on behalf of customers at beginning of period | 77,533 | 188,419 |
Cash and cash equivalents and cash held on behalf of customers at end of period | 51,894 | 89,504 |
Reconciliation of cash and cash equivalents and cash held on behalf of customers | ||
Cash and cash equivalents | 43,136 | 85,519 |
Cash held on behalf of customers | 8,758 | 3,985 |
Total cash and cash equivalents and cash held on behalf of customers | 51,894 | 89,504 |
Supplemental disclosures of cash flow information: | ||
Interest | 4,022 | 20 |
Income taxes | 2,392 | 660 |
Capitalized software recorded in accounts payable | 468 | 36 |
Capital expenditures in accounts payable | 98 | 37 |
Common stock issued for acquisition | 0 | 6,300 |
Acquisition contingent consideration recorded in other long-term liabilities | $ 0 | $ 14,200 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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. PAR's Government segment provides technical expertise and development of advanced systems and software solutions for the U.S. Department of Defense ("DoD"), the intelligence community and other federal agencies. Additionally, we provide support services for satellite command and control, communication, and information technology ("IT") 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 accompanying unaudited interim condensed consolidated financial statements ("financial statements") include the Company's accounts and those of its consolidated subsidiaries. All significant intercompany transactions have been eliminated in consolidation. Basis of Presentation The accompanying financial statements of PAR Technology Corporation and its consolidated subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements as promulgated by the SEC. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report. Interim results are not necessarily indicative of results for the full year or any future periods. The information included in this Quarterly Report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 (the “2022 Annual Report”). Revenue and Cost of Sales Presentation Changes Beginning with the 2022 Annual Report, we 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 change in presentation did not impact revenue or cost of sales reported in our consolidated statements of operations prior to this change. With the change in our presentation of “Service”, we also changed the FSLI "Product", previously presented in our consolidated statements of operations under "Revenue, net" and "Cost of sales", to "Hardware", to better describe this revenue stream. Use of Estimates The preparation of the 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 these 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, valuation allowances for receivables, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from those estimates. Contingent Consideration The acquisition date fair value of contingent consideration associated with the acquisition of MENU Technologies AG ("MENU") in July 2022 (the "MENU Acquisition") was determined using Monte-Carlo simulation valuation techniques, with significant inputs that are not observable in the market and thus are classified in Level 3 of the fair value hierarchy as defined in ASC Topic 820, Fair Value Measurement . 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. 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 condensed 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. During the three months ended June 30, 2023, the MENU earn-out was amended to remove the EBITDA based threshold and reduce the future software as a service ("SaaS") annual recurring revenue threshold. For the three months ended September 30, 2023, the Company did not make an adjustment to the fair value of the contingent consideration liability related to the MENU Acquisition. For the nine months ended September 30, 2023, the Company recorded a $7.5 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition from $9.8 million as of December 31, 2022 to $2.3 million as of September 30, 2023. Gain on Insurance Proceeds During the nine months ended September 30, 2023, the Company received $0.5 million of insurance proceeds in connection with the settlement of a legacy claim. No insurance proceeds were received during the nine months ended September 30, 2022. Cash and Cash Equivalents and Cash Held on Behalf of Customers Cash and cash equivalents and cash held on behalf of customers consist of the following: (in thousands) September 30, 2023 December 31, 2022 Cash and cash equivalents Cash $ 43,096 $ 18,856 Money market funds 40 51,472 Cash held on behalf of customers 8,758 7,205 Total cash and cash equivalents and cash held on behalf of customers $ 51,894 $ 77,533 The Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2023. 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 The carrying value of investment securities consist of the following: (in thousands) September 30, 2023 December 31, 2022 Short-term investments Treasury bills and notes 36,717 40,290 Total short-term investments $ 36,717 $ 40,290 The Company did not record any material gains or losses on these securities during the nine months ended September 30, 2023. The estimated fair value of these securities approximated their carrying value as of September 30, 2023 and December 31, 2022. Other Assets Other assets include deferred implementation costs of $8.5 million and $7.4 million at September 30, 2023 and December 31, 2022, respectively. Based on ASC Topic 340, Other Assets and Deferred Costs , we capitalize and amortize incremental costs of fulfilling a contract over the period we expect to derive benefits from the contract, which we have determined as the initial term of a contract. We periodically adjust the carrying value of deferred implementation costs to account for customers ceasing operations or otherwise discontinuing use of our subscription services. Amortization expense is included in "Costs of sales: Professional service" in the Company's condensed consolidated statements of operations. Amortization of deferred implementation costs were $1.2 million and $0.7 million for the three months ended September 30, 2023 and 2022, respectively. Amortization of deferred implementation costs were $3.2 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. Other assets also include the 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 policies was $3.2 million and $3.2 million at September 30, 2023 and December 31, 2022, respectively. Accrued Expenses As of September 30, 2023, accrued expenses include the contingent consideration liability recognized in conjunction with the MENU Acquisition (refer to “Contingent Consideration” above for additional information). During the three months ended September 30, 2023, the balance of the contingent consideration liability was reclassified from other long-term liabilities to accrued expenses. The balance of the contingent consideration liability included within accrued expenses was $2.3 million and zero at September 30, 2023, and December 31, 2022, respectively. Other Long-Term Liabilities As of December 31, 2022, other long-term liabilities include the contingent consideration liability recognized in conjunction with the MENU Acquisition (refer to “Contingent Consideration” above for additional information). During the three months ended September 30, 2023, the balance of the contingent consideration liability was reclassified from other long-term liabilities to accrued expenses. The balance of the contingent consideration liability included within other long-term liabilities was zero and $9.8 million at September 30, 2023, and December 31, 2022, respectively. Additionally, other long-term liabilities include amounts owed to employees that participate in the Company’s deferred compensation plan. Amounts owed to employees participating in the deferred compensation plan were $1.6 million and $1.7 million at September 30, 2023 and December 31, 2022, respectively. Related Party Transactions During the nine months ended September 30, 2022, 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. Additionally, during the nine months ended September 30, 2023, Ronald Shaich, the sole member of Act III Management, served as a strategic advisor to the Company's board of directors pursuant to a strategic advisor agreement, which terminated on June 1, 2023. 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 September 30, 2023 and December 31, 2022, the Company had zero accounts payable owed to Act III Management. During the three months ended September 30, 2023 and 2022, the Company paid Act III Management zero and $0.1 million, respectively, and during the nine months ended September 30, 2023 and 2022, the Company paid Act III Management $0.1 million and $0.6 million, respectively, for services performed under the master development and strategic advisor agreements. Recently Adopted Accounting Pronouncements There were no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2023 that are of significance or potential significance to the Company. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Performance Obligations Outstanding The Company's performance obligations outstanding represent the transaction price of firm, non-cancellable orders, with expected delivery dates to customers after September 30, 2023 and December 31, 2022, respectively, for work that has not yet been performed. The aggregate incomplete performance obligations attributable to each of the Company's reporting segments is as follows: September 30, 2023 December 31, 2022 Current under one year Non-current over one year Current under one year Non-current over one year Restaurant/Retail $ 8,070 $ 4,329 $ 8,459 $ 5,125 Government — — — — Total $ 8,070 $ 4,329 $ 8,459 $ 5,125 Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from subscription services and professional services. 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) 2023 2022 Beginning balance - January 1 $ 13,584 $ 20,046 Acquired deferred revenue (Note 3) — 443 Recognition of deferred revenue (19,074) (28,493) Deferral of revenue 17,889 24,837 Ending balance - September 30 $ 12,399 $ 16,833 The above tables exclude customer deposits of $2.0 million and $1.7 million as of the nine months ended September 30, 2023 and 2022, respectively. All deferred revenue relates to subscription services and professional services. These balances are recognized on a straight-line basis over the life of the contract, with the majority of the balance being recognized within the next twelve months. In the Restaurant/Retail segment most performance obligations relate to subscription service and professional service contracts, approximately 65% of which the Company expects to fulfill within 12 months of September 30, 2023. Most performance obligations greater than one year relate to professional service contracts that the Company expects to fulfill within 36 months of September 30, 2023. The Company expects to fulfill 100% of subscription service and professional service contracts within 60 months of September 30, 2023. At September 30, 2023 and December 31, 2022, transaction prices allocated to future performance obligations were $12.4 million and $13.6 million, respectively. During the three months ended September 30, 2023 and 2022, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $2.7 million and $3.1 million. During the nine months ended September 30, 2023 and 2022, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $8.7 million and $12.7 million. In the Government segment, the value of existing contracts at September 30, 2023, net of amounts relating to work performed to that date, was approximately $327.5 million, of which $88.3 million was funded, and at December 31, 2022, the value of existing contracts, 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 in the Government segment, net of amounts relating to work performed at September 30, 2023, is expected to be recognized as revenue over time as follows: (in thousands) Next 12 months $ 169,076 Months 13-24 127,274 Months 25-36 16,631 Thereafter 14,504 Total $ 327,485 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 contract terms and economic factors. Disaggregated revenue is as follows: Three Months Ended September 30, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 25,824 $ — $ — $ — Subscription service — 31,363 — — Professional service 4,272 7,242 — — Mission systems — — — 8,808 Intelligence, surveillance, and reconnaissance solutions — — — 29,275 Commercial software — — 190 160 Total $ 30,096 $ 38,605 $ 190 $ 38,243 Three Months Ended September 30, 2022 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 31,343 $ — $ — $ — Subscription service — 25,170 — — Professional service 4,276 7,564 — — Mission systems — — — 8,982 Intelligence, surveillance, and reconnaissance solutions — — — 14,710 Commercial software — — 541 181 Total $ 35,619 $ 32,734 $ 541 $ 23,873 Nine Months Ended September 30, 2023 Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 78,991 $ — $ — $ — Subscription service — 89,700 — — Professional service 16,467 21,656 — — Mission systems — — — 27,408 Intelligence, surveillance, and reconnaissance solutions — — — 73,000 Commercial software — — 401 492 Total $ 95,458 $ 111,356 $ 401 $ 100,900 Nine Months Ended September 30, 2022 Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 84,820 $ — $ — $ — Subscription service — 69,591 — — Professional service 13,117 23,842 — — Mission systems — — — 26,781 Intelligence, surveillance, and reconnaissance solutions — — — 38,746 Commercial software — — 753 495 Total $ 97,937 $ 93,433 $ 753 $ 66,022 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions MENU Acquisition On July 25, 2022, ParTech, Inc. ("ParTech") acquired 100% of the stock of MENU, 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. As of the date of acquisition, the Company determined the fair value of the MENU earn-out to be $14.2 million. 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 determined respective fair values as of the date of acquisition. The fair value determinations were based on management's best estimates and assumptions, and with the assistance of independent valuation and tax consultants. During the three months ended March 31, 2023, the fair values of assets and liabilities as of July 25, 2022, were finalized with no adjustments from the preliminary purchase price allocation. The following table presents management's final 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 12 - 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. During the third and fourth quarter of 2022, 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. |
Accounts receivable, net
Accounts receivable, net | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts receivable, net | Accounts receivable, net The Company’s net accounts receivables consist of: (in thousands) September 30, 2023 December 31, 2022 Government segment $ 21,895 $ 17,320 Restaurant/Retail segment 44,546 42,640 Accounts receivable, net $ 66,441 $ 59,960 Accounts receivables recorded as of September 30, 2023 and December 31, 2022 represent unconditional rights to payments from customers. At September 30, 2023 and December 31, 2022, the Company had current expected credit loss of $2.2 million and $2.1 million, respectively, against accounts receivable for the Restaurant/Retail segment. Changes in the current expected credit loss for the nine months ended September 30 were: (in thousands) 2023 2022 Beginning Balance - January 1 $ 2,134 $ 1,306 Provisions 783 739 Write-offs (734) (263) Ending Balance - September 30 $ 2,183 $ 1,782 |
Inventories, net
Inventories, net | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net Inventories are used in the assembly and service of Restaurant/Retail hardware. The components of inventory, adjusted for reserves, consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Finished goods $ 13,418 $ 21,998 Work in process 241 383 Component parts 9,612 13,749 Service parts 922 1,464 Inventories, net $ 24,193 $ 37,594 At September 30, 2023 and December 31, 2022, the Company had excess and obsolescence reserves of $9.6 million and $10.9 million, respectively, against inventories. |
Identifiable Intangible Assets
Identifiable Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill The Company's identifiable intangible assets represent intangible assets acquired in acquisitions and software development costs. The components of identifiable intangible assets are: (in thousands) September 30, 2023 December 31, 2022 Estimated Weighted-Average Amortization Period Acquired developed technology $ 119,800 $ 119,800 3 - 7 years 4.59 years Internally developed software costs 34,986 32,274 3 years 1.86 years Customer relationships 12,360 12,360 7 years 4.13 years Trade names 1,410 1,410 2 - 5 years 1.25 years Non-competition agreements 30 30 1 year 1 year 168,586 165,874 Impact of currency translation on intangible assets 430 304 Less: accumulated amortization (81,879) (63,386) 87,137 102,792 Internally developed software costs not meeting general release threshold 3,225 2,105 Trademarks, trade names (non-amortizable) 6,200 6,200 Indefinite $ 96,562 $ 111,097 Software costs placed into service during the three months ended September 30, 2023 and 2022, were $0.4 million and $1.4 million, respectively. Software costs placed into service during the nine months ended September 30, 2023 and 2022, were $2.7 million and $4.3 million, respectively. The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended September 30, Nine Months Ended (in thousands) 2023 2022 2023 2022 Amortization of acquired developed technology $ 4,020 $ 4,219 $ 12,160 $ 11,519 Amortization of internally developed software 1,555 1,749 4,892 5,053 Impact of foreign currency translation on intangible assets 215 — (126) — The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software development costs not meeting the general release threshold, is as follows: (in thousands) 2023, remaining $ 6,089 2024 21,949 2025 20,328 2026 17,912 2027 14,747 Thereafter 6,112 Total $ 87,137 Goodwill carried by the Restaurant/Retail and Government segments is as follows: (in thousands) Beginning balance - December 31, 2022 $ 486,762 Foreign currency translation 311 Ending balance - September 30, 2023 $ 487,073 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes The following table summarizes information about the net carrying amounts of long-term debt, consisting of the 4.500% Convertible Senior Notes due 2024 (the “2024 Notes”), 2.875% Convertible Senior Notes due 2026 (the “2026 Notes”), and the 1.50% Convertible Senior Notes due 2027 (the “2027 Notes”, and together with the 2024 Notes and 2026 Notes, the “Senior Notes”), as of September 30, 2023: (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 (112) (1,991) (5,861) (7,964) Total long-term notes payable $ 13,638 $ 118,009 $ 259,139 $ 390,786 The following table summarizes information about the Senior Notes 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 long-term notes payable $ 13,493 $ 117,489 $ 258,210 $ 389,192 The following table summarizes interest expense recognized on the Senior Notes: Three Months Nine Months Ended (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 2,554 $ 2,011 $ 6,016 $ 6,025 Accretion of debt in interest expense 541 504 1,594 1,485 Total interest expense $ 3,095 $ 2,515 $ 7,610 $ 7,510 The following table summarizes the future principal payments as of September 30, 2023: (in thousands) 2023, remaining $ — 2024 13,750 2025 — 2026 120,000 2027 265,000 Thereafter — Total $ 398,750 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company applies the fair value recognition provisions of ASC Topic 718 : Stock Compensation . Stock-based compensation expense, net of forfeitures of $0.1 million and $0.1 million, was $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense, net of forfeitures of $0.4 million and $0.9 million, was $10.6 million and $10.3 million for the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023, the aggregate unrecognized compensation expense related to unvested equity awards was $25.3 million, which is expected to be recognized as compensation expense in fiscal years 2023 through 2026. A summary of stock option activity for the nine months ended September 30, 2023 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted Outstanding at January 1, 2023 1,029 $ 12.82 Exercised (88) 9.98 Canceled/forfeited (12) 13.29 Outstanding at September 30, 2023 929 $ 13.10 A summary of unvested restricted stock units activity for the nine months ended September 30, 2023 is below: (in thousands, except for weighted average award value) Restricted Stock Weighted Outstanding at January 1, 2023 512 $ 35.96 Granted 622 35.74 Vested (207) 32.46 Canceled/forfeited (65) 39.12 Outstanding at September 30, 2023 862 $ 35.83 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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 share (“EPS”). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that would occur if convertible securities or other contracts to issue common stock were exercised. At September 30, 2023, there were 929,000 anti-dilutive stock options outstanding compared to 1,045,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Segment and Related Information The Company is organized in two segments, Restaurant/Retail and Government. Management views the Restaurant/Retail and Government segments separately in operating its business, as the products and services are different for each segment. Information noted as “Other” primarily relates to the Company’s corporate operations. Beginning with the Quarterly Report for the second quarter of 2023, we retroactively combined operating results noted as "Other" with operating results from our Restaurant/Retail segment because this better reflects the manner in which management reviews and assesses performance. Information as to the Company’s segments is set forth in the tables below: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: Restaurant/Retail $ 68,701 $ 68,354 $ 206,814 $ 191,371 Government 38,433 24,413 101,301 66,774 Total $ 107,134 $ 92,767 $ 308,115 $ 258,145 Operating (loss) income: Restaurant/Retail $ (16,173) $ (20,972) $ (51,301) $ (53,741) Government 2,986 2,529 6,597 6,390 Total (13,187) (18,443) (44,704) (47,351) Other expense, net (373) (179) (337) (804) Interest expense, net (1,750) (2,140) (5,152) (7,054) Loss before provision for income taxes $ (15,310) $ (20,762) $ (50,193) $ (55,209) Depreciation, amortization and accretion: Restaurant/Retail $ 7,090 $ 7,159 $ 21,727 $ 20,770 Government 116 112 347 340 Total $ 7,206 $ 7,271 $ 22,074 $ 21,110 Capital expenditures including software costs: Restaurant/Retail $ 2,787 $ 1,600 $ 8,581 $ 5,442 Government 156 33 370 89 Total $ 2,943 $ 1,633 $ 8,951 $ 5,531 Revenues by country: United States $ 100,712 $ 88,555 $ 291,524 $ 243,406 International 6,422 4,212 16,591 14,739 Total $ 107,134 $ 92,767 $ 308,115 $ 258,145 The following table represents assets by reporting segment. (in thousands) September 30, 2023 December 31, 2022 Restaurant/Retail $ 691,881 $ 722,958 Government 25,720 21,443 Other 91,608 110,457 Total $ 809,209 $ 854,858 The following table represents assets by country based on the location of the assets. (in thousands) September 30, 2023 December 31, 2022 United States $ 770,083 $ 809,437 Other Countries 39,126 45,421 Total $ 809,209 $ 854,858 The following table represents goodwill by reporting segment. (in thousands) September 30, 2023 December 31, 2022 Restaurant/Retail $ 486,337 $ 486,026 Government 736 736 Total $ 487,073 $ 486,762 Customers comprising 10% or more of the Company’s total revenues by reporting segment are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restaurant/Retail reporting segment: Yum! Brands, Inc. 9 % 10 % 9 % 10 % McDonald’s Corporation 7 % 15 % 8 % 12 % Government reporting segment: U.S. Department of Defense 36 % 26 % 33 % 26 % All Others 48 % 49 % 50 % 52 % 100 % 100 % 100 % 100 % No other customer within All Others represented 10% or more of the Company’s total revenue for the three and nine months ended September 30, 2023 or 2022. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022 were considered representative of their fair values because of their short-term nature. Debt instruments are recorded at principal amount net of unamortized debt issuance cost and discount (refer to "Note 7 - Debt" for additional information). The estimated fair value of the 2024 Notes, 2026 Notes, and 2027 Notes at September 30, 2023 was $21.0 million, $135.8 million, and $219.4 million respectively. The valuation techniques used to determine the fair value of the Senior Notes are classified in Level 2 of the fair value hierarchy as they are derived from broker quotations. 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 plan participants. Deferred compensation liabilities are classified in 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 cash surrender value of the life insurance policy was $3.2 million and $3.2 million at September 30, 2023 and December 31, 2022, respectively, and is included in other assets on the condensed consolidated balance sheets. Amounts owed to employees participating in the deferred compensation plan at September 30, 2023 were $1.6 million compared to $1.7 million at December 31, 2022 and are included in other long-term liabilities on the condensed consolidated balance sheets. The Company uses a Monte Carlo simulation 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 condensed 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. During the three months ended June 30, 2023, the MENU earn-out was amended to remove the EBITDA based threshold and reduce the future SaaS annual recurring revenue threshold. The Company determined the fair value of the MENU earn-out contingent liability to be $2.3 million at September 30, 2023. 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 the nine months ended September 30, 2023: (in thousands) Balance at December 31, 2022 $ 9,800 Change in fair value of contingent consideration (7,500) Balance at September 30, 2023 $ 2,300 The change in fair value of contingent consideration was recorded within " Adjustment to contingent consideration liability The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: September 30, 2023 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue based payments $ 14,100 $ 2,300 Monte Carlo Revenue volatility 25.0 % Discount rate 14.0 % Projected year of payments 2024 |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventsPursuant to a privately negotiated agreement dated October 6, 2023, the Company acquired $13.75 million aggregate principal amount of its outstanding 2024 Notes issued under the Indenture dated April 15, 2019 between The Bank of New York Mellon Trust Company, N.A., the Trustee, and the Company (the “Indenture”), constituting all of the notes issued and outstanding under the Indenture. This acquisition was made in exchange for 497,376 shares of common stock of the Company, par value of $0.02 per share (the "Exchange Transaction"). The shares of common stock were issued in reliance upon the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. In connection with the closing of the Exchange Transaction, all of the Company's outstanding 2024 Notes issued under the Indenture were canceled and the Indenture was discharged on October 15, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net loss | $ (15,516) | $ (19,702) | $ (15,905) | $ (21,340) | $ (18,848) | $ (15,650) | $ (51,123) | $ (55,838) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of PAR Technology Corporation and its consolidated subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements as promulgated by the SEC. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report. Interim results are not necessarily indicative of results for the full year or any future periods. The information included in this Quarterly Report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022 (the “2022 Annual Report”). |
Use of Estimates | Use of Estimates The preparation of the 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 these 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 |
Contingent Consideration | Contingent Consideration The acquisition date fair value of contingent consideration associated with the acquisition of MENU Technologies AG ("MENU") in July 2022 (the "MENU Acquisition") was determined using Monte-Carlo simulation valuation techniques, with significant inputs that are not observable in the market and thus are classified in Level 3 of the fair value hierarchy as defined in ASC Topic 820, Fair Value Measurement |
Cash and Cash Equivalents and Cash Held on Behalf of Customers | Cash and Cash Equivalents and Cash Held on Behalf of CustomersThe Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2023. 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 InvestmentsThe Company did not record any material gains or losses on these securities during the nine months ended September 30, 2023. The estimated fair value of these securities approximated their carrying value as of September 30, 2023 and December 31, 2022. |
Other assets | Other Assets Other assets include deferred implementation costs of $8.5 million and $7.4 million at September 30, 2023 and December 31, 2022, respectively. Based on ASC Topic 340, Other Assets and Deferred Costs , we capitalize and amortize incremental costs of fulfilling a contract over the period we expect to derive benefits from the contract, which we have determined as the initial term of a contract. We periodically adjust the carrying value of deferred implementation costs to account for customers ceasing operations or otherwise discontinuing use of our subscription services. Amortization expense is included in "Costs of sales: Professional service" in the Company's condensed consolidated statements of operations. Amortization of deferred implementation costs were $1.2 million and $0.7 million for the three months ended September 30, 2023 and 2022, respectively. Amortization of deferred implementation costs were $3.2 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively. |
Other Long-Term Liabilities | Other Long-Term LiabilitiesAs of December 31, 2022, other long-term liabilities include the contingent consideration liability recognized in conjunction with the MENU Acquisition (refer to “Contingent Consideration” above for additional information). |
Related Party Transactions | Related Party Transactions During the nine months ended September 30, 2022, 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. Additionally, during the nine months ended September 30, 2023, Ronald Shaich, the sole member of Act III Management, served as a strategic advisor to the Company's board of directors pursuant to a strategic advisor agreement, which terminated on June 1, 2023. 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2023 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Cash Held on Behalf of Customers | Cash and cash equivalents and cash held on behalf of customers consist of the following: (in thousands) September 30, 2023 December 31, 2022 Cash and cash equivalents Cash $ 43,096 $ 18,856 Money market funds 40 51,472 Cash held on behalf of customers 8,758 7,205 Total cash and cash equivalents and cash held on behalf of customers $ 51,894 $ 77,533 |
Schedule of Carrying Value of Investment Securities | The carrying value of investment securities consist of the following: (in thousands) September 30, 2023 December 31, 2022 Short-term investments Treasury bills and notes 36,717 40,290 Total short-term investments $ 36,717 $ 40,290 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | The aggregate incomplete performance obligations attributable to each of the Company's reporting segments is as follows: September 30, 2023 December 31, 2022 Current under one year Non-current over one year Current under one year Non-current over one year Restaurant/Retail $ 8,070 $ 4,329 $ 8,459 $ 5,125 Government — — — — Total $ 8,070 $ 4,329 $ 8,459 $ 5,125 (in thousands) 2023 2022 Beginning balance - January 1 $ 13,584 $ 20,046 Acquired deferred revenue (Note 3) — 443 Recognition of deferred revenue (19,074) (28,493) Deferral of revenue 17,889 24,837 Ending balance - September 30 $ 12,399 $ 16,833 (in thousands) Next 12 months $ 169,076 Months 13-24 127,274 Months 25-36 16,631 Thereafter 14,504 Total $ 327,485 |
Schedule of Disaggregated Revenue | Disaggregated revenue is as follows: Three Months Ended September 30, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 25,824 $ — $ — $ — Subscription service — 31,363 — — Professional service 4,272 7,242 — — Mission systems — — — 8,808 Intelligence, surveillance, and reconnaissance solutions — — — 29,275 Commercial software — — 190 160 Total $ 30,096 $ 38,605 $ 190 $ 38,243 Three Months Ended September 30, 2022 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 31,343 $ — $ — $ — Subscription service — 25,170 — — Professional service 4,276 7,564 — — Mission systems — — — 8,982 Intelligence, surveillance, and reconnaissance solutions — — — 14,710 Commercial software — — 541 181 Total $ 35,619 $ 32,734 $ 541 $ 23,873 Nine Months Ended September 30, 2023 Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 78,991 $ — $ — $ — Subscription service — 89,700 — — Professional service 16,467 21,656 — — Mission systems — — — 27,408 Intelligence, surveillance, and reconnaissance solutions — — — 73,000 Commercial software — — 401 492 Total $ 95,458 $ 111,356 $ 401 $ 100,900 Nine Months Ended September 30, 2022 Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 84,820 $ — $ — $ — Subscription service — 69,591 — — Professional service 13,117 23,842 — — Mission systems — — — 26,781 Intelligence, surveillance, and reconnaissance solutions — — — 38,746 Commercial software — — 753 495 Total $ 97,937 $ 93,433 $ 753 $ 66,022 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Management's Final Purchase Price Allocation | The following table presents management's final 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 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables, Net | The Company’s net accounts receivables consist of: (in thousands) September 30, 2023 December 31, 2022 Government segment $ 21,895 $ 17,320 Restaurant/Retail segment 44,546 42,640 Accounts receivable, net $ 66,441 $ 59,960 |
Schedule of Accounts Receivable, Allowance for Credit Loss | Changes in the current expected credit loss for the nine months ended September 30 were: (in thousands) 2023 2022 Beginning Balance - January 1 $ 2,134 $ 1,306 Provisions 783 739 Write-offs (734) (263) Ending Balance - September 30 $ 2,183 $ 1,782 |
Inventories, net (Tables)
Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are used in the assembly and service of Restaurant/Retail hardware. The components of inventory, adjusted for reserves, consisted of the following: (in thousands) September 30, 2023 December 31, 2022 Finished goods $ 13,418 $ 21,998 Work in process 241 383 Component parts 9,612 13,749 Service parts 922 1,464 Inventories, net $ 24,193 $ 37,594 |
Identifiable Intangible Asset_2
Identifiable Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Identifiable Intangible Assets | The components of identifiable intangible assets are: (in thousands) September 30, 2023 December 31, 2022 Estimated Weighted-Average Amortization Period Acquired developed technology $ 119,800 $ 119,800 3 - 7 years 4.59 years Internally developed software costs 34,986 32,274 3 years 1.86 years Customer relationships 12,360 12,360 7 years 4.13 years Trade names 1,410 1,410 2 - 5 years 1.25 years Non-competition agreements 30 30 1 year 1 year 168,586 165,874 Impact of currency translation on intangible assets 430 304 Less: accumulated amortization (81,879) (63,386) 87,137 102,792 Internally developed software costs not meeting general release threshold 3,225 2,105 Trademarks, trade names (non-amortizable) 6,200 6,200 Indefinite $ 96,562 $ 111,097 |
Schedule of Amortization Expense | The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended September 30, Nine Months Ended (in thousands) 2023 2022 2023 2022 Amortization of acquired developed technology $ 4,020 $ 4,219 $ 12,160 $ 11,519 Amortization of internally developed software 1,555 1,749 4,892 5,053 Impact of foreign currency translation on intangible assets 215 — (126) — |
Schedule of Expected 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 development costs not meeting the general release threshold, is as follows: (in thousands) 2023, remaining $ 6,089 2024 21,949 2025 20,328 2026 17,912 2027 14,747 Thereafter 6,112 Total $ 87,137 |
Schedule of Goodwill | Goodwill carried by the Restaurant/Retail and Government segments is as follows: (in thousands) Beginning balance - December 31, 2022 $ 486,762 Foreign currency translation 311 Ending balance - September 30, 2023 $ 487,073 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt Instruments | The following table summarizes information about the net carrying amounts of long-term debt, consisting of the 4.500% Convertible Senior Notes due 2024 (the “2024 Notes”), 2.875% Convertible Senior Notes due 2026 (the “2026 Notes”), and the 1.50% Convertible Senior Notes due 2027 (the “2027 Notes”, and together with the 2024 Notes and 2026 Notes, the “Senior Notes”), as of September 30, 2023: (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 (112) (1,991) (5,861) (7,964) Total long-term notes payable $ 13,638 $ 118,009 $ 259,139 $ 390,786 The following table summarizes information about the Senior Notes 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 long-term notes payable $ 13,493 $ 117,489 $ 258,210 $ 389,192 |
Summary of Interest Expense | The following table summarizes interest expense recognized on the Senior Notes: Three Months Nine Months Ended (in thousands) 2023 2022 2023 2022 Contractual interest expense $ 2,554 $ 2,011 $ 6,016 $ 6,025 Accretion of debt in interest expense 541 504 1,594 1,485 Total interest expense $ 3,095 $ 2,515 $ 7,610 $ 7,510 |
Summary of Maturities of Notes | The following table summarizes the future principal payments as of September 30, 2023: (in thousands) 2023, remaining $ — 2024 13,750 2025 — 2026 120,000 2027 265,000 Thereafter — Total $ 398,750 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended September 30, 2023 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted Outstanding at January 1, 2023 1,029 $ 12.82 Exercised (88) 9.98 Canceled/forfeited (12) 13.29 Outstanding at September 30, 2023 929 $ 13.10 |
Summary of Unvested Restricted Stock Units Activity | A summary of unvested restricted stock units activity for the nine months ended September 30, 2023 is below: (in thousands, except for weighted average award value) Restricted Stock Weighted Outstanding at January 1, 2023 512 $ 35.96 Granted 622 35.74 Vested (207) 32.46 Canceled/forfeited (65) 39.12 Outstanding at September 30, 2023 862 $ 35.83 |
Segment and Related Informati_2
Segment and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Information as to the Company’s segments is set forth in the tables below: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues: Restaurant/Retail $ 68,701 $ 68,354 $ 206,814 $ 191,371 Government 38,433 24,413 101,301 66,774 Total $ 107,134 $ 92,767 $ 308,115 $ 258,145 Operating (loss) income: Restaurant/Retail $ (16,173) $ (20,972) $ (51,301) $ (53,741) Government 2,986 2,529 6,597 6,390 Total (13,187) (18,443) (44,704) (47,351) Other expense, net (373) (179) (337) (804) Interest expense, net (1,750) (2,140) (5,152) (7,054) Loss before provision for income taxes $ (15,310) $ (20,762) $ (50,193) $ (55,209) Depreciation, amortization and accretion: Restaurant/Retail $ 7,090 $ 7,159 $ 21,727 $ 20,770 Government 116 112 347 340 Total $ 7,206 $ 7,271 $ 22,074 $ 21,110 Capital expenditures including software costs: Restaurant/Retail $ 2,787 $ 1,600 $ 8,581 $ 5,442 Government 156 33 370 89 Total $ 2,943 $ 1,633 $ 8,951 $ 5,531 Revenues by country: United States $ 100,712 $ 88,555 $ 291,524 $ 243,406 International 6,422 4,212 16,591 14,739 Total $ 107,134 $ 92,767 $ 308,115 $ 258,145 |
Schedule of Identifiable Assets by Reporting Segment | The following table represents assets by reporting segment. (in thousands) September 30, 2023 December 31, 2022 Restaurant/Retail $ 691,881 $ 722,958 Government 25,720 21,443 Other 91,608 110,457 Total $ 809,209 $ 854,858 |
Schedule of Revenue by Geographic Area | The following table represents assets by country based on the location of the assets. (in thousands) September 30, 2023 December 31, 2022 United States $ 770,083 $ 809,437 Other Countries 39,126 45,421 Total $ 809,209 $ 854,858 |
Schedule of Goodwill by Reporting Segment | The following table represents goodwill by reporting segment. (in thousands) September 30, 2023 December 31, 2022 Restaurant/Retail $ 486,337 $ 486,026 Government 736 736 Total $ 487,073 $ 486,762 |
Schedule of Revenue by Major Customers | Customers comprising 10% or more of the Company’s total revenues by reporting segment are summarized as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Restaurant/Retail reporting segment: Yum! Brands, Inc. 9 % 10 % 9 % 10 % McDonald’s Corporation 7 % 15 % 8 % 12 % Government reporting segment: U.S. Department of Defense 36 % 26 % 33 % 26 % All Others 48 % 49 % 50 % 52 % 100 % 100 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in the Estimated Fair Values of the Company’s Liabilities for Contingent Consideration | 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 the nine months ended September 30, 2023: (in thousands) Balance at December 31, 2022 $ 9,800 Change in fair value of contingent consideration (7,500) Balance at September 30, 2023 $ 2,300 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: September 30, 2023 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue based payments $ 14,100 $ 2,300 Monte Carlo Revenue volatility 25.0 % Discount rate 14.0 % Projected year of payments 2024 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) reporting_unit | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of reportable segments (in reporting units) | reporting_unit | 2 | ||||
Number of operating segments (in reporting units) | reporting_unit | 2 | ||||
Adjustment to contingent consideration liability | $ 0 | $ 0 | $ (7,500) | $ 0 | |
Proceeds from insurance settlement | 500 | 0 | |||
Deferred costs and other assets | 8,500 | 8,500 | $ 7,400 | ||
Amortization of deferred implementation cost | 1,200 | 700 | 3,200 | 1,600 | |
Life insurance balance | 3,200 | 3,200 | 3,200 | ||
Deferred compensation liability | 1,600 | 1,600 | 1,700 | ||
Developed Technology Rights | Director | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable owed to act III management | 0 | 0 | 0 | ||
Master Development Agreement | Director | |||||
Related Party Transaction [Line Items] | |||||
Amount paid for services to act III management | 0 | $ 100 | 100 | $ 600 | |
MENU Technologies AG | |||||
Related Party Transaction [Line Items] | |||||
Adjustment to contingent consideration liability | (7,500) | ||||
Contingent consideration liability | 2,300 | 2,300 | 9,800 | ||
Accounts Payable and Accrued Liabilities | MENU Technologies AG | |||||
Related Party Transaction [Line Items] | |||||
Contingent consideration liability | 2,300 | 2,300 | $ 0 | ||
Other Noncurrent Liabilities | MENU Technologies AG | |||||
Related Party Transaction [Line Items] | |||||
Contingent consideration liability | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Cash Held on Behalf of Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash | $ 43,096 | $ 18,856 | ||
Money market funds | 40 | 51,472 | ||
Cash held on behalf of customers | 8,758 | 7,205 | $ 3,985 | |
Total cash and cash equivalents and cash held on behalf of customers | $ 51,894 | $ 77,533 | $ 89,504 | $ 188,419 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Carrying Value of Investment Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 36,717 | $ 40,290 |
Treasury bills and notes | ||
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 36,717 | $ 40,290 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 12,399 | $ 13,584 | $ 16,833 | $ 20,046 |
Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 327,485 | 333,900 | ||
Current under one year | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 8,070 | 8,459 | ||
Current under one year | Restaurant/Retail | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 8,070 | 8,459 | ||
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 | 4,329 | 5,125 | ||
Non-current over one year | Restaurant/Retail | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 4,329 | 5,125 | ||
Non-current over one year | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 0 | $ 0 |
Revenue Recognition - Changes i
Revenue Recognition - Changes in Deferred Revenue, Inclusive of Both Current and Long-term (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue, Remaining Performance Obligation [Roll Forward] | ||
Beginning balance | $ 13,584 | $ 20,046 |
Acquired deferred revenue (Note 3) | 0 | 443 |
Recognition of deferred revenue | (19,074) | (28,493) |
Deferral of revenue | 17,889 | 24,837 |
Ending balance | $ 12,399 | $ 16,833 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Customer deposits excluded from performance obligations | $ 2,000 | $ 1,700 | ||||
Performance obligations | $ 12,399 | $ 16,833 | 12,399 | 16,833 | $ 13,584 | $ 20,046 |
Restaurant/Retail | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Recognition of deferred revenue | 2,700 | $ 3,100 | 8,700 | $ 12,700 | ||
Government | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations | 327,485 | 327,485 | 333,900 | |||
Funded performance obligations | 88,300 | 88,300 | 86,500 | |||
Non-current over one year | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations | 4,329 | 4,329 | 5,125 | |||
Non-current over one year | Restaurant/Retail | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations | 4,329 | 4,329 | 5,125 | |||
Non-current over one year | Government | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations | $ 0 | $ 0 | $ 0 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligation, percentage | 100% | 100% | ||||
Performance obligations, period | 60 months | 60 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Restaurant/Retail | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligation, percentage | 65% | 65% | ||||
Performance obligations, period | 12 months | 12 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Government | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations, period | 1 year | 1 year | ||||
Performance obligations | $ 169,076 | $ 169,076 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | Non-current over one year | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations, period | 36 months | 36 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Restaurant/Retail | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligation, percentage | 36% | 36% | ||||
Performance obligations, period | 48 months | 48 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Government | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations, period | 1 year | 1 year | ||||
Performance obligations | $ 127,274 | $ 127,274 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01 | Government | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations, period | 1 year | 1 year | ||||
Performance obligations | $ 16,631 | $ 16,631 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-10-01 | Government | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Performance obligations, period | ||||||
Performance obligations | $ 14,504 | $ 14,504 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 12,399 | $ 13,584 | $ 16,833 | $ 20,046 |
Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 327,485 | $ 333,900 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||||
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]: 2023-10-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations, period | 1 year | |||
Performance obligations | $ 169,076 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations, period | 1 year | |||
Performance obligations | $ 127,274 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations, period | 1 year | |||
Performance obligations | $ 16,631 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-10-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations, period | ||||
Performance obligations | $ 14,504 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 107,134 | $ 92,767 | $ 308,115 | $ 258,145 |
Restaurant/Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 68,701 | 68,354 | 206,814 | 191,371 |
Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 30,096 | 35,619 | 95,458 | 97,937 |
Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 38,605 | 32,734 | 111,356 | 93,433 |
Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 38,433 | 24,413 | 101,301 | 66,774 |
Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 190 | 541 | 401 | 753 |
Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 38,243 | 23,873 | 100,900 | 66,022 |
Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,824 | 31,343 | 78,991 | 84,820 |
Hardware | Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,824 | 31,343 | 78,991 | 84,820 |
Hardware | Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Hardware | Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Hardware | Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Subscription service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 31,363 | 25,170 | 89,700 | 69,591 |
Subscription service | Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Subscription service | Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 31,363 | 25,170 | 89,700 | 69,591 |
Subscription service | Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Subscription service | Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Professional service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 11,514 | 11,840 | 38,123 | 36,959 |
Professional service | Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,272 | 4,276 | 16,467 | 13,117 |
Professional service | Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 7,242 | 7,564 | 21,656 | 23,842 |
Professional service | Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Professional service | Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Mission systems | Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Mission systems | Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Mission systems | Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Mission systems | Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,808 | 8,982 | 27,408 | 26,781 |
Intelligence, surveillance, and reconnaissance solutions | Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Intelligence, surveillance, and reconnaissance solutions | Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Intelligence, surveillance, and reconnaissance solutions | Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Intelligence, surveillance, and reconnaissance solutions | Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 29,275 | 14,710 | 73,000 | 38,746 |
Commercial software | Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Commercial software | Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Commercial software | Government | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 190 | 541 | 401 | 753 |
Commercial software | Government | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 160 | $ 181 | $ 492 | $ 495 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Jul. 25, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Common stock issued for acquisition | $ 0 | $ 6,300 | ||
MENU Technologies AG | ||||
Business Acquisition [Line Items] | ||||
Percent acquired | 100% | |||
Business acquisition, purchase price | $ 18,400 | |||
Business acquisition, cash paid | $ 6,300 | |||
Equity interest issued (in shares) | 162,917 | |||
Business acquisition, share price (in dollars per share) | $ 38.67 | |||
Common stock issued for acquisition | $ 14,200 | |||
Escrow deposit | $ 3,000 | |||
Escrow deposit, term | 18 months | |||
Business acquisition, expenses | $ 1,100 | $ 1,100 | ||
MENU Technologies AG | Developed Technology Rights | ||||
Business Acquisition [Line Items] | ||||
Estimated Useful Life | 7 years |
Acquisitions - Management's Fin
Acquisitions - Management's Final Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 25, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 487,073 | $ 486,762 | |
MENU Technologies AG | |||
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 Technologies AG | Developed Technology Rights | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Developed technology | $ 10,700 |
Accounts receivable, net - Acco
Accounts receivable, net - Accounts Receivables, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Receivable [Abstract] | ||
Accounts receivable, net | $ 66,441 | $ 59,960 |
Government segment | ||
Accounts Receivable [Abstract] | ||
Accounts receivable, net | 21,895 | 17,320 |
Restaurant/Retail segment | ||
Accounts Receivable [Abstract] | ||
Accounts receivable, net | $ 44,546 | $ 42,640 |
Accounts receivable, net - Narr
Accounts receivable, net - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Allowance for credit loss | $ 2.2 | $ 2.1 |
Accounts receivable, net - Ac_2
Accounts receivable, net - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 2,100 | |
Provisions | 783 | $ 739 |
Ending balance | 2,200 | |
Restaurant/Retail | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 2,134 | 1,306 |
Provisions | 783 | 739 |
Write-offs | (734) | (263) |
Ending balance | $ 2,183 | $ 1,782 |
Inventories, net - Schedule of
Inventories, net - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 13,418 | $ 21,998 |
Work in process | 241 | 383 |
Component parts | 9,612 | 13,749 |
Service parts | 922 | 1,464 |
Inventories, net | $ 24,193 | $ 37,594 |
Inventories, net - Narrative (D
Inventories, net - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory reserves | $ 9.6 | $ 10.9 |
Identifiable Intangible Asset_3
Identifiable Intangible Assets and Goodwill - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 168,586 | $ 165,874 |
Impact of currency translation on intangible assets | 430 | 304 |
Less: accumulated amortization | (81,879) | (63,386) |
Total | 87,137 | 102,792 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets – net | 96,562 | 111,097 |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 3,225 | 2,105 |
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 | 119,800 |
Weighted-Average Amortization Period | 4 years 7 months 2 days | |
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 | $ 34,986 | 32,274 |
Estimated Useful Life | 3 years | |
Weighted-Average Amortization Period | 1 year 10 months 9 days | |
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 1 month 17 days | |
Trade names | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 1,410 | 1,410 |
Weighted-Average Amortization Period | 1 year 3 months | |
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 |
Identifiable Intangible Asset_4
Identifiable Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Capitalized software development costs | $ 0.4 | $ 1.4 | $ 2.7 | $ 4.3 |
Identifiable Intangible Asset_5
Identifiable Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Research and development | $ 14,660 | $ 12,843 | $ 43,863 | $ 33,785 |
Impact of foreign currency translation on intangible assets | 215 | 0 | (126) | 0 |
Amortization of acquired developed technology | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Research and development | 4,020 | 4,219 | 12,160 | 11,519 |
Amortization of internally developed software | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Research and development | $ 1,555 | $ 1,749 | $ 4,892 | $ 5,053 |
Identifiable Intangible Asset_6
Identifiable Intangible Assets and Goodwill - Expected Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023, remaining | $ 6,089 | |
2024 | 21,949 | |
2025 | 20,328 | |
2026 | 17,912 | |
2027 | 14,747 | |
Thereafter | 6,112 | |
Total | $ 87,137 | $ 102,792 |
Identifiable Intangible Asset_7
Identifiable Intangible Assets and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 486,762 |
Foreign currency translation | 311 |
Ending balance | $ 487,073 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | $ 398,750 | $ 398,750 |
Unamortized debt issuance cost | (7,964) | (9,558) |
Total long-term notes payable | $ 390,786 | 389,192 |
2024 Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.50% | |
Principal amount of notes outstanding | $ 13,750 | 13,750 |
Unamortized debt issuance cost | (112) | (257) |
Total long-term notes payable | $ 13,638 | 13,493 |
2026 Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.875% | |
Principal amount of notes outstanding | $ 120,000 | 120,000 |
Unamortized debt issuance cost | (1,991) | (2,511) |
Total long-term notes payable | $ 118,009 | 117,489 |
2027 Notes | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 1.50% | |
Principal amount of notes outstanding | $ 265,000 | 265,000 |
Unamortized debt issuance cost | (5,861) | (6,790) |
Total long-term notes payable | $ 259,139 | $ 258,210 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 2,554 | $ 2,011 | $ 6,016 | $ 6,025 |
Accretion of debt in interest expense | 541 | 504 | 1,594 | 1,485 |
Total interest expense | $ 3,095 | $ 2,515 | $ 7,610 | $ 7,510 |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2023, remaining | $ 0 | |
2024 | 13,750 | |
2025 | 0 | |
2026 | 120,000 | |
2027 | 265,000 | |
Thereafter | 0 | |
Total | $ 398,750 | $ 398,750 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share based compensation, value of forfeitures | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.9 |
Share-based payment arrangement, expense | 4 | $ 3.5 | 10.6 | $ 10.3 |
Unrecognized compensation expense | $ 25.3 | $ 25.3 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Options outstanding | |
Beginning balance (in shares) | shares | 1,029 |
Exercised (in shares) | shares | (88) |
Canceled/forfeited (in shares) | shares | (12) |
Ending balance (in shares) | shares | 929 |
Weighted average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 12.82 |
Exercised (in dollars per share) | $ / shares | 9.98 |
Canceled/forfeited (in dollars per share) | $ / shares | 13.29 |
Ending balance (in dollars per share) | $ / shares | $ 13.10 |
Restricted Stock Unit Awards | |
Restricted Stock Unit Awards | |
Beginning balance (in shares) | shares | 512 |
Granted (in shares) | shares | 622 |
Vested (in shares) | shares | (207) |
Canceled/forfeited (in shares) | shares | (65) |
Ending balance (in shares) | shares | 862 |
Weighted average award value | |
Beginning balance (in dollars per share) | $ / shares | $ 35.96 |
Granted (in dollars per share) | $ / shares | 35.74 |
Vested (in dollars per share) | $ / shares | 32.46 |
Canceled/forfeited (in dollars per share) | $ / shares | 39.12 |
Ending balance (in dollars per share) | $ / shares | $ 35.83 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive stock options outstanding (in shares) | 929 | 1,045 |
Restricted Stock Unit Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive stock options outstanding (in shares) | 862 | 576 |
Segment and Related Informati_3
Segment and Related Information - Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) reporting_unit | Sep. 30, 2022 USD ($) | |
Segment and Related Information [Abstract] | ||||
Number of operating segments (in reporting units) | reporting_unit | 2 | |||
Number of reportable segments (in reporting units) | reporting_unit | 2 | |||
Information as to the Company's segments [Abstract] | ||||
Revenues: | $ 107,134 | $ 92,767 | $ 308,115 | $ 258,145 |
Operating (loss) income: | (13,187) | (18,443) | (44,704) | (47,351) |
Other expense, net | (373) | (179) | (337) | (804) |
Interest expense, net | (1,750) | (2,140) | (5,152) | (7,054) |
Loss before provision for income taxes | (15,310) | (20,762) | (50,193) | (55,209) |
Depreciation, amortization and accretion: | 7,206 | 7,271 | 22,074 | 21,110 |
Capital expenditures including software costs: | 2,943 | 1,633 | 8,951 | 5,531 |
United States | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues: | 100,712 | 88,555 | 291,524 | 243,406 |
International | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues: | 6,422 | 4,212 | 16,591 | 14,739 |
Restaurant/Retail | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues: | 68,701 | 68,354 | 206,814 | 191,371 |
Operating (loss) income: | (16,173) | (20,972) | (51,301) | (53,741) |
Depreciation, amortization and accretion: | 7,090 | 7,159 | 21,727 | 20,770 |
Capital expenditures including software costs: | 2,787 | 1,600 | 8,581 | 5,442 |
Government | ||||
Information as to the Company's segments [Abstract] | ||||
Revenues: | 38,433 | 24,413 | 101,301 | 66,774 |
Operating (loss) income: | 2,986 | 2,529 | 6,597 | 6,390 |
Depreciation, amortization and accretion: | 116 | 112 | 347 | 340 |
Capital expenditures including software costs: | $ 156 | $ 33 | $ 370 | $ 89 |
Segment and Related Informati_4
Segment and Related Information - Reconciliation of Segment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Identifiable assets by geographic area [Abstract] | ||
Assets | $ 809,209 | $ 854,858 |
Goodwill by business segment [Abstract] | ||
Goodwill | 487,073 | 486,762 |
United States | ||
Identifiable assets by geographic area [Abstract] | ||
Assets | 770,083 | 809,437 |
Other Countries | ||
Identifiable assets by geographic area [Abstract] | ||
Assets | 39,126 | 45,421 |
Restaurant/Retail | ||
Goodwill by business segment [Abstract] | ||
Goodwill | 486,337 | 486,026 |
Government | ||
Goodwill by business segment [Abstract] | ||
Goodwill | 736 | 736 |
Operating Segments | Restaurant/Retail | ||
Identifiable assets by geographic area [Abstract] | ||
Assets | 691,881 | 722,958 |
Operating Segments | Government | ||
Identifiable assets by geographic area [Abstract] | ||
Assets | 25,720 | 21,443 |
Other | ||
Identifiable assets by geographic area [Abstract] | ||
Assets | $ 91,608 | $ 110,457 |
Segment and Related Informati_5
Segment and Related Information - Revenue by Major Customers (Details) - Revenue - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Operating Segments | Yum! Brands, Inc. | Restaurant/Retail segment | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 9% | 10% | 9% | 10% |
Operating Segments | McDonald’s Corporation | Restaurant/Retail segment | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 7% | 15% | 8% | 12% |
Operating Segments | U.S. Department of Defense | Government segment | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 36% | 26% | 33% | 26% |
Other | All Others | Government segment | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 48% | 49% | 50% | 52% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Life insurance balance | $ 3.2 | $ 3.2 |
Amounts owed to employees participating in the deferred compensation plan | 1.6 | 1.7 |
MENU Technologies AG | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liability | 2.3 | $ 9.8 |
2024 Notes | Fair Value, Inputs, Level 2 | Convertible Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | 21 | |
2026 Notes | Fair Value, Inputs, Level 2 | Convertible Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | 135.8 | |
2027 Notes | Fair Value, Inputs, Level 2 | Convertible Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | $ 219.4 |
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 (Details) - Obligations $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 9,800 |
Change in fair value of contingent consideration | (7,500) |
Ending balance | $ 2,300 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Fair Value, Liabilities Measured on Recurring Basis (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 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 based payments | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Contingent consideration liability | $ 14,100 |
Fair Value | $ 2,300 |
Revenue based payments | Revenue volatility | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.250 |
Revenue based payments | Discount rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.140 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 06, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.02 | ||
2024 Notes | Convertible Notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate principal amount converted | $ 13,750 | ||
Shares issued upon conversion (in shares) | 497,376 |
Uncategorized Items - par-20230
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |