Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 23, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-09720 | ||
Entity Registrant Name | PAR TECHNOLOGY CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1434688 | ||
Entity Address, Address Line One | PAR Technology Park | ||
Entity Address, Address Line Two | 8383 Seneca Turnpike | ||
Entity Address, City or Town | New Hartford | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 13413-4991 | ||
City Area Code | 315 | ||
Local Phone Number | 738-0600 | ||
Title of 12(b) Security | Common Stock, $0.02 par value | ||
Trading Symbol | PAR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 893,731,264 | ||
Entity Common Stock, Shares Outstanding | 28,039,525 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of shareholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report. | ||
Entity Central Index Key | 0000708821 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Financial Statement Error Correction [Flag] | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Rochester, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 37,369 | $ 70,328 |
Cash held on behalf of customers | 10,170 | 7,205 |
Short-term investments | 37,194 | 40,290 |
Accounts receivable – net | 63,382 | 59,960 |
Inventories | 23,594 | 37,594 |
Other current assets | 8,890 | 8,572 |
Total current assets | 180,599 | 223,949 |
Property, plant and equipment – net | 15,755 | 12,961 |
Goodwill | 489,654 | 486,762 |
Intangible assets – net | 94,852 | 111,097 |
Lease right-of-use assets | 4,083 | 4,061 |
Other assets | 17,663 | 16,028 |
Total Assets | 802,606 | 854,858 |
Current liabilities: | ||
Accounts payable | 29,808 | 23,283 |
Accrued salaries and benefits | 19,141 | 18,936 |
Accrued expenses | 10,443 | 6,531 |
Customers payable | 10,170 | 7,205 |
Lease liabilities – current portion | 1,366 | 1,307 |
Customer deposits and deferred service revenue | 9,304 | 10,562 |
Total current liabilities | 80,232 | 67,824 |
Lease liabilities – net of current portion | 2,819 | 2,868 |
Long-term debt | 377,647 | 389,192 |
Deferred service revenue – noncurrent | 4,204 | 5,125 |
Other long-term liabilities | 4,639 | 14,655 |
Total liabilities | 469,541 | 479,664 |
Shareholders’ equity: | ||
Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding | 0 | 0 |
Common stock, $.02 par value, 58,000,000 shares authorized; 29,386,234 and 28,589,567 shares issued, 28,029,915 and 27,319,045 outstanding at December 31, 2023 and December 31, 2022, respectively | 584 | 570 |
Additional paid in capital | 625,154 | 595,286 |
Accumulated deficit | (274,956) | (205,204) |
Accumulated other comprehensive loss | (939) | (1,365) |
Treasury stock, at cost, 1,356,319 and 1,270,522 shares at December 31, 2023 and December 31, 2022, respectively | (16,778) | (14,093) |
Total shareholders’ equity | 333,065 | 375,194 |
Total Liabilities and Shareholders’ Equity | $ 802,606 | $ 854,858 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.02 | $ 0.02 |
Common stock, authorized (in shares) | 58,000,000 | 58,000,000 |
Common stock, issued (in shares) | 29,386,234 | 28,589,567 |
Common stock, outstanding (in shares) | 28,029,915 | 27,319,045 |
Treasury stock (in shares) | 1,356,319 | 1,270,522 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues, net: | |||
Revenue | $ 415,823 | $ 355,795 | $ 282,876 |
Costs of sales: | |||
Costs of sales | 317,513 | 266,502 | 220,755 |
Gross margin | 98,310 | 89,293 | 62,121 |
Operating expenses: | |||
Sales and marketing | 38,513 | 34,900 | 24,166 |
General and administrative | 68,992 | 66,319 | 59,832 |
Research and development | 58,356 | 48,643 | 34,579 |
Amortization of identifiable intangible assets | 1,858 | 1,863 | 1,825 |
Adjustment to contingent consideration liability | (9,200) | (4,400) | 0 |
Gain on insurance proceeds | (500) | 0 | (4,400) |
Total operating expenses | 158,019 | 147,325 | 116,002 |
Operating loss | (59,709) | (58,032) | (53,881) |
Other expense, net | (489) | (1,224) | (1,279) |
Loss on extinguishment of debt | (635) | 0 | (11,916) |
Interest expense, net | (6,931) | (8,811) | (18,147) |
Loss before (provision for) benefit from income taxes | (67,764) | (68,067) | (85,223) |
(Provision for) benefit from income taxes | (1,988) | (1,252) | 9,424 |
Net loss | $ (69,752) | $ (69,319) | $ (75,799) |
Net loss per share, basic (in dollars per share) | $ (2.53) | $ (2.55) | $ (3.02) |
Net loss per share, diluted (in dollars per share) | $ (2.53) | $ (2.55) | $ (3.02) |
Weighted average shares outstanding, basic (in shares) | 27,552 | 27,152 | 25,088 |
Weighted average shares outstanding, diluted (in shares) | 27,552 | 27,152 | 25,088 |
Hardware | |||
Revenues, net: | |||
Revenue | $ 103,391 | $ 114,410 | $ 105,014 |
Costs of sales: | |||
Costs of sales | 80,319 | 92,224 | 80,841 |
Subscription service | |||
Revenues, net: | |||
Revenue | 122,597 | 97,499 | 62,649 |
Costs of sales: | |||
Costs of sales | 63,735 | 47,424 | 38,651 |
Professional service | |||
Revenues, net: | |||
Revenue | 50,726 | 50,438 | 42,688 |
Costs of sales: | |||
Costs of sales | 43,214 | 40,982 | 34,575 |
Contract | |||
Revenues, net: | |||
Revenue | 139,109 | 93,448 | 72,525 |
Costs of sales: | |||
Costs of sales | $ 130,245 | $ 85,872 | $ 66,688 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (69,752) | $ (69,319) | $ (75,799) |
Other comprehensive loss, net of applicable tax: | |||
Foreign currency translation adjustments | 426 | 2,339 | 232 |
Comprehensive loss | $ (69,326) | $ (66,980) | $ (75,567) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | 2027 Notes | Common Stock | Capital in Excess of Par Value | Capital in Excess of Par Value Cumulative Effect, Period of Adoption, Adjustment | Capital in Excess of Par Value Cumulative Effect, Period of Adoption, Adjusted Balance | Capital in Excess of Par Value 2027 Notes | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Treasury Stock |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||||||||||
Balance (in shares) at Dec. 31, 2020 | 22,983,000 | |||||||||||||
Balance at Dec. 31, 2020 | $ 188,405 | $ 459 | $ 243,575 | $ (46,706) | $ (3,936) | $ (4,987) | ||||||||
Treasury stock (in shares) at Dec. 31, 2020 | 1,066,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 105,000 | |||||||||||||
Issuance of common stock upon the exercise of stock options | 1,156 | $ 2 | 1,154 | |||||||||||
Net issuance of restricted stock awards (in shares) | 2,000 | |||||||||||||
Net issuance of restricted stock units (in shares) | 176,000 | |||||||||||||
Net issuance of restricted stock units | 372 | $ 4 | 368 | |||||||||||
Issuance of restricted stock for acquisition (in shares) | 1,493,000 | |||||||||||||
Issuance of restricted stock for acquisition | 110,219 | $ 30 | 110,189 | |||||||||||
Treasury stock acquired from employees upon exercise of stock options (in shares) | 115,000 | |||||||||||||
Treasury stock acquired from employees upon exercise of stock options | (5,958) | $ (5,958) | ||||||||||||
Stock-based compensation | 14,615 | 14,615 | ||||||||||||
Proceeds from public share offering, net of issuance costs (in shares) | 3,335,000 | |||||||||||||
Proceeds from public share offering, net of issuance costs | 208,172 | $ 62,931 | $ 67 | 208,105 | $ 62,931 | |||||||||
Foreign currency translation adjustments | 232 | 232 | ||||||||||||
Net loss | (75,799) | (75,799) | ||||||||||||
Balance (in shares) at Dec. 31, 2021 | 28,094,000 | |||||||||||||
Balance at Dec. 31, 2021 | 504,345 | $ (80,036) | $ 424,309 | $ 562 | 640,937 | $ (66,656) | $ 574,281 | (122,505) | $ (13,380) | $ (135,885) | (3,704) | $ (10,945) | ||
Treasury stock (in shares) at Dec. 31, 2021 | 1,181,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 133,000 | |||||||||||||
Issuance of common stock upon the exercise of stock options | 1,286 | $ 3 | 1,283 | |||||||||||
Net issuance of restricted stock awards (in shares) | 200,000 | |||||||||||||
Net issuance of restricted stock awards | 1 | $ 2 | (1) | |||||||||||
Issuance of restricted stock for acquisition (in shares) | 163,000 | |||||||||||||
Issuance of restricted stock for acquisition | 6,300 | $ 3 | 6,297 | |||||||||||
Treasury stock acquired from employees upon exercise of stock options (in shares) | 90,000 | |||||||||||||
Treasury stock acquired from employees upon exercise of stock options | (3,148) | $ (3,148) | ||||||||||||
Stock-based compensation | 13,426 | 13,426 | ||||||||||||
Foreign currency translation adjustments | 2,339 | 2,339 | ||||||||||||
Net loss | $ (69,319) | (69,319) | ||||||||||||
Balance (in shares) at Dec. 31, 2022 | 27,319,045 | 28,590,000 | ||||||||||||
Balance at Dec. 31, 2022 | $ 375,194 | $ 570 | 595,286 | (205,204) | (1,365) | $ (14,093) | ||||||||
Treasury stock (in shares) at Dec. 31, 2022 | 1,270,522 | 1,271,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of common stock upon the exercise of stock options (in shares) | 97,000 | 96,000 | ||||||||||||
Issuance of common stock upon the exercise of stock options | $ 1,069 | $ 2 | 1,067 | |||||||||||
Net issuance of restricted stock awards (in shares) | 203,000 | |||||||||||||
Net issuance of restricted stock awards | 2 | $ 2 | ||||||||||||
Issuance of common stock for conversion of 2024 Notes (in shares) | 497,000 | |||||||||||||
Issuance of common stock for conversion of 2024 Notes | 14,384 | $ 10 | 14,374 | |||||||||||
Treasury stock acquired from employees upon exercise of stock options (in shares) | 85,000 | |||||||||||||
Treasury stock acquired from employees upon exercise of stock options | (2,685) | $ (2,685) | ||||||||||||
Stock-based compensation | 14,427 | 14,427 | ||||||||||||
Foreign currency translation adjustments | 426 | 426 | ||||||||||||
Net loss | $ (69,752) | (69,752) | ||||||||||||
Balance (in shares) at Dec. 31, 2023 | 28,029,915 | 29,386,000 | ||||||||||||
Balance at Dec. 31, 2023 | $ 333,065 | $ 584 | $ 625,154 | $ (274,956) | $ (939) | $ (16,778) | ||||||||
Treasury stock (in shares) at Dec. 31, 2023 | 1,356,319 | 1,356,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Payments for common stock issuance costs | $ 6,828 |
Private Placement | |
Payments for common stock issuance costs | 6,800 |
2027 Notes | |
Convertible debt, equity component, deferred tax | 700 |
Issuance cost, equity component | $ 2,100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (69,752) | $ (69,319) | $ (75,799) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 27,481 | 26,095 | 21,421 |
Accretion of debt in interest expense | 2,205 | 1,997 | 8,725 |
Accretion of discount on held to maturity investments in interest expense, net | (1,886) | 0 | 0 |
Current expected credit losses | 579 | 1,204 | 1,290 |
Provision for obsolete inventory | (1,915) | 69 | 103 |
Stock-based compensation | 14,427 | 13,426 | 14,615 |
Impairment loss | 0 | 1,301 | 0 |
Loss on debt extinguishment | 635 | 0 | 11,916 |
Adjustment to contingent consideration liability | (9,200) | (4,400) | 0 |
Deferred income tax | 197 | (373) | (10,417) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,155) | (11,240) | 1,832 |
Inventories | 16,012 | (2,777) | (13,547) |
Other current assets | (348) | 949 | (3,995) |
Other assets | (1,602) | (5,052) | (4,001) |
Accounts payable | 6,309 | 2,191 | 4,911 |
Accrued salaries and benefits | 168 | 1,361 | (270) |
Accrued expenses | 3,395 | 1,012 | (6,096) |
Customer deposits and deferred service revenue | (2,179) | (5,851) | (1,710) |
Customers payable | 2,966 | 7,205 | 0 |
Other long-term liabilities | (412) | (868) | (2,134) |
Net cash used in operating activities | (17,075) | (43,070) | (53,156) |
Cash flows from investing activities: | |||
Cash paid for acquisition, net of cash acquired | (1,900) | (18,797) | (374,705) |
Capital expenditures | (5,517) | (1,178) | (1,435) |
Capitalization of software costs | (5,346) | (6,445) | (6,852) |
Proceeds from sale of held to maturity investments | 85,978 | 24,243 | 0 |
Purchases of held to maturity investments | (80,996) | (64,533) | 0 |
Net cash used in investing activities | (7,781) | (66,710) | (382,992) |
Cash flows from financing activities: | |||
Principal payments of long-term debt | 0 | (705) | (4,174) |
Payments for the extinguishment of notes payable | 0 | 0 | (183,618) |
Proceeds from common stock issuance | 0 | 0 | 215,000 |
Payments for common stock issuance costs | 0 | 0 | (6,828) |
Proceeds from debt issuance, net of original issue discount | 0 | 0 | 441,385 |
Payments for debt issuance costs | 0 | 0 | (13,998) |
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (2,685) | (3,148) | (5,315) |
Proceeds from exercise of stock options | 1,069 | 1,286 | 1,156 |
Net cash (used in) provided by financing activities | (1,616) | (2,567) | 443,608 |
Effect of exchange rate changes on cash and cash equivalents | (3,522) | 1,461 | 273 |
Net (decrease) increase in cash, cash equivalents, and cash held on behalf of customers | (29,994) | (110,886) | 7,733 |
Cash, cash equivalents, and cash held on behalf of customers at beginning of period | 77,533 | 188,419 | 180,686 |
Cash, cash equivalents, and cash held on behalf of customers at end of period | 47,539 | 77,533 | 188,419 |
Reconciliation of cash, cash equivalents, and cash held on behalf of customers | |||
Cash and cash equivalents | 37,369 | 70,328 | 188,419 |
Cash held on behalf of customers | 10,170 | 7,205 | 0 |
Total cash, cash equivalents, and cash held on behalf of customers | 47,539 | 77,533 | 188,419 |
Supplemental disclosures of cash flow information: | |||
Income taxes | 3,223 | 1,285 | 0 |
Capitalized software recorded in accounts payable | 38 | 27 | 48 |
Capital expenditures in accounts payable | 139 | 75 | 26 |
Tax withholding in accrued salaries and benefits related to treasury stock acquired from employees | 0 | 0 | 643 |
Common stock issued for acquisition | $ 0 | $ 6,300 | $ 110,219 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 omnichannel cloud-based software and hardware solutions to the restaurant and retail industries. Our product and service offerings include point-of-sale, customer engagement and loyalty, digital ordering and delivery, operational intelligence technologies, payment processing, hardware, and related technologies, solutions, and services. 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 through a data-driven network with integration capabilities from point-of-sale to the kitchen, to fulfillment. 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 systems at several DoD facilities worldwide. The Government segment has three principal contract offerings: intelligence, surveillance, and reconnaissance solutions ("ISR"), mission systems operations and maintenance ("Mission Systems"), and commercial software products for use in analytic and operational environments that leverage geospatial intelligence data ("Commercial Software"). The accompanying consolidated 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 and Use of Estimates The Company prepares its consolidated financial statements and related notes in accordance with accounting principles generally accepted in the United States of America. The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, the carrying amount of property, plant and equipment including right-to-use assets and liabilities, identifiable intangible assets and goodwill, valuation allowances for receivables, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from these estimates. Business Combinations The Company accounts for business combinations pursuant to ASC Topic 805, Business Combinations , which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is allocated to goodwill. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price and the fair value of assets acquired and liabilities assumed at the acquisition date. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent fair value adjustments are recorded in the Company’s consolidated statements of operations. The Company’s consolidated financial statements and results of operations reflect an acquired business after the completion of the acquisition. Cash and Cash Equivalents and Cash Held on Behalf of Customers The Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cash equivalents, including money market funds. Cash held on behalf of customers represents an asset arising from our payment processing services that is restricted for the purpose of satisfying obligations to remit funds to various merchants. The Company maintained bank balances that, at times, exceeded the federally insured limit during the years ended December 31, 2023 and 2022. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. Cash and cash equivalents and cash held on behalf of customers consist of the following: (in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents Cash $ 37,329 $ 18,856 Money market funds 40 51,472 Cash held on behalf of customers 10,170 7,205 Total cash, cash equivalents, and cash held on behalf of customers $ 47,539 $ 77,533 Short-Term Investments Short-term investments include held-to-maturity investment securities consisting of investment-grade interest bearing instruments, primarily treasury bills and notes, which are stated at amortized cost. The Company does not intend to sell these investment securities and the contractual maturities are not greater than 12 months. The Company did not record any material gains or losses on these securities during the year ended December 31, 2023. The estimated fair value of these securities approximated their carrying value as of December 31, 2023. The carrying value of investment securities consist of the following: (in thousands) December 31, 2023 December 31, 2022 Short-term investments Treasury bills and notes $ 37,194 $ 40,290 Total Short-term Investments $ 37,194 $ 40,290 Accounts Receivable – Current Expected Credit Losses The Company maintains a provision for accounts receivables that it does not expect to collect. In accordance with ASC Topic 326, Financial Instruments - Credit Losses , the Company accrues its estimated losses from uncollectible accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred. Inventories The Company’s inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. The Company uses certain estimates and judgments and considers several factors including hardware demand, changes in customer requirements and changes in technology to provide for excess and obsolescence reserves to properly value inventory. Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which range from three Other Assets Other assets include deferred implementation costs of $8.8 million and $7.4 million and deferred commissions of $2.6 million and $1.2 million at December 31, 2023 and December 31, 2022, respectively. Based on ASC Topic 340, Other Assets and Deferred Costs , we capitalize and amortize incremental costs of obtaining and 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 and deferred commissions to account for customers ceasing operations or otherwise discontinuing use of our subscription services. Amortization expense for deferred implementation costs is included in "Costs of sales: Professional service" and amortization expense for deferred commissions is included in "Sales and marketing" in the Company's consolidated statements of operations. Amortization of deferred implementation costs were $4.5 million, $2.4 million, and $0.4 million for the years ended December 31, 2023, 2022, and 2021 respectively. Amortization of deferred commissions were $0.9 million, $0.6 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021 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 policy was $3.3 million and $3.2 million at December 31, 2023 and December 31, 2022, respectively. Identifiable Intangible Assets The Company's identifiable intangible assets represent intangible assets acquired in the acquisition of Brink Software, Inc. in 2014, the acquisition of 3M Company's Drive-Thru Communications Systems in 2019, the Data Central Acquisition, the Punchh Acquisition, the MENU Acquisition, and software development costs. The Company capitalizes certain costs related to the development of its platform and other software applications for internal use in accordance with ASC Topic 350-40, Intangibles - Goodwill and Other - Internal - Use Software . The Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. The Company stops capitalizing these costs when the software is substantially complete and ready for its intended use, including the completion of all significant testing. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three The Company exercises judgment in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized. To the extent that the Company can change the manner in which new features and functionalities are developed and tested related to its platform, assessing the ongoing value of capitalized assets or determining the estimated useful lives over which the costs are amortized, the amount of internal-use software development costs the Company capitalizes and amortizes could change in future periods. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company's impairment tests are based on the Company's identified reporting units within those operating segments used in the test for goodwill impairment. In conducting this impairment testing, the Company may first perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit's fair value is less than its carrying value, or if we elect not to perform a qualitative assessment of a reporting unit, a quantitative analysis is performed, in which the fair value of the reporting unit is compared to its carrying value. If the carrying value of either reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test as of October 1, 2023. As a part of this analysis, we evaluated factors including, but not limited to, our market capitalization and stock price performance, macro-economic conditions, market and industry conditions, cost factors, the competitive environment, and the operational stability and overall financial performance of the reporting unit. The assessment indicated that it was more likely than not that the fair value of the reporting units exceeded its respective carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. Impairment of Long-Lived Assets The Company evaluates the accounting and reporting for the impairment of long-lived assets in accordance with the reporting requirements of ASC Topic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets . The Company will recognize impairment of long-lived assets or asset groups if the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the carrying value of a long-lived asset or asset group is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset or asset group for assets to be held and used, or the amount by which the carrying value exceeds the fair market value less cost to sell for assets to be sold. In the year ending December 31, 2022, the Restaurant/Retail segment recorded an impairment loss of $1.3 million on internally developed software costs not meeting the general release threshold as a result of acquiring go-to-market software in the MENU Acquisition; the impairment loss is presented within research and development expense Warranty Provisions Warranty provisions for hardware warranties are recorded in the period in which the Company becomes obligated to honor the warranty, which generally is the period in which the related hardware revenue is recognized. The Company accrues warranty reserves based upon historical factors such as labor rates, average repair time, travel time, number of service calls per machine and cost of replacement parts. When a sale is consummated, a warranty reserve is recorded based upon the estimated cost to provide the service over the warranty period which can range from 12 to 36 months and cost of replacement parts. Activity related to warranty claims are as follows: December 31, 2023 December 31, 2022 (in thousands) Beginning balance $ 722 $ 762 Adjustments to reserve 40 184 Warranty claims settled (112) (224) Ending balance $ 650 $ 722 Related Party Transactions During the years ended December 31, 2022, and 2021, 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. Separately, during the year ended December 31, 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 December 31, 2023 and 2022, the Company had zero accounts payable owed to Act III Management. During the years ended December 31, 2023, 2022, and 2021 the Company paid Act III Management $0.1 million, $0.6 million, and $1.3 million respectively, in consideration for services performed under the master development agreement. Revenue Recognition Restaurant/Retail Stock-Based Compensation The Company measures and records compensation expense for all stock-based compensation to employees, including awards of employee stock options, restricted stock awards and restricted stock units (both time and performance vesting), in the financial statements as compensation cost over the applicable vesting periods using a straight-line expense recognition method, based on their fair value on the date of grant. The fair value of stock-based awards is determined by using the Black-Scholes option valuation model for option awards and closing price on the date of grant for restricted stock awards and restricted stock units. The Black-Scholes valuation model incorporates assumptions as to the fair value of stock price, volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing stock options, significant judgment is required in determining the expected volatility of the Company's common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility is based on the historical and implied volatility of the Company's common stock. The expected life of stock options is derived from the historical actual term of stock option grants and an estimate of future exercises during the remaining contractual period of the stock option. While volatility and estimated life are assumptions that do not bear the risk of change subsequent to the grant date of stock options, these assumptions may be difficult to measure, as they represent future expectations based on historical experience. Further, expected volatility and the expected life of stock options may change in the future, which could substantially change the grant-date fair value of future awards and, ultimately, the expense the Company records. The Company elects to account for forfeitures based on recognition in the reporting period incurred. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved. The Company expenses stock-based compensation for stock options, restricted stock awards, restricted stock units and performance awards over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with both performance and service conditions, the Company expenses the stock-based compensation on a straight-line basis over the requisite service period for each separately vesting portion of the award, taking into account the probability that the Company will satisfy the performance condition. Contingent Consideration The Company determined the acquisition date fair value of contingent consideration associated with the MENU Acquisition using Monte-Carlo simulation valuation techniques, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement . This valuation technique is also used to determine current fair value of any contingent consideration. The simulation uses probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent post-closing revenue focused milestones obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in the Company's consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. The MENU Acquisition resulted in an initial liability for the contingent consideration recorded in the amount of $14.2 million during 2022. The liability for the contingent consideration was established at the time of the acquisition and is evaluated quarterly based on additional information as it becomes available; any change in the fair value adjustment is recorded in the earnings of that period. During 2022, the Company recorded a $4.4 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition to $9.8 million as of December 31, 2022. During the second quarter of 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. During 2023, the Company recorded a $9.2 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition to $0.6 million as of December 31, 2023. Gain on Insurance Proceeds During the years ended December 31, 2023 and 2021 the Company received $0.5 million and $4.4 million of insurance proceeds in connection with the settlement of a legacy claim. No insurance proceeds were received during the year ended December 31, 2022. Other Expense, net The Company's foreign currency transaction gains and losses and rental income and losses are recorded in other expense, net in the accompanying statements of operations. Income Taxes The Company and its subsidiaries file a consolidated U.S. federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates. The provision for income taxes is based upon pretax loss with deferred income taxes provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The Company records a valuation allowance when necessary to reduce deferred tax assets to their net realizable amounts. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this update for future filings. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this update for future filings. With the exception of the standards discussed above, there were no other recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2023 that are of significance or potential significance to the Company. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Q4 2023 Acquisition During the three months ended December 31, 2023, Par Payment Services, LLC acquired the rights to ongoing payment facilitator referral commissions from a privately held restaurant technology company. The transaction was accounted for as an asset acquisition in accordance with ASC Topic 805, Business Combinations , resulting in an increase to the customer relationships component of intangible assets of $2.2 million. The Company determined that the preliminary fair values of ongoing referral commissions acquired relating to the transaction did not materially affect the Company's financial condition. The preliminary fair value determinations were based on management's best estimates and assumptions. Identified preliminary fair values are subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as the Company finalizes their procedures. The Company considers the results of operations of the acquired rights to be immaterial and therefore has not presented combined pro forma financial information. MENU Acquisition - 2022 During the third quarter of 2022, ParTech, Inc. ("ParTech") acquired 100% of the stock of MENU Technologies AG, a restaurant technology company offering fully integrated omnichannel ordering solutions to restaurants worldwide, for purchase consideration of approximately $18.4 million paid in cash and $6.3 million paid in shares of Company common stock. 162,917 shares of common stock were issued as purchase consideration, determined using a fair value share price of $38.67. In addition, the sellers have the opportunity to earn additional cash and Company common stock consideration over an earn-out period ending July 31, 2024, primarily based on MENU's future SaaS annual recurring revenues. The fair value of the earn-out was determined to be $14.2 million at the time of acquisition. As of December 31, 2023, the Company determined the fair value of the MENU earn-out to be $0.6 million (refer to "Note 15 - Fair Value of Financial Instruments" for a roll-forward of the earn-out). The transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations . Accordingly, assets acquired and liabilities assumed have been accounted for at their preliminarily determined respective fair values as of July 25, 2022, the date of acquisition. The 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 15 - Fair Value of Financial Instruments". The estimated fair value of acquired developed technology was determined utilizing the “multi-period excess earnings method”, which is predicated upon the calculation of the net present value of after-tax net cash flows respectively attributable to each asset. The acquired developed technology asset is being amortized on a straight-line basis over its estimated useful life of seven years. Consideration paid in cash on the date of acquisition included $3.0 million deposited into an escrow account administered by a third party, to be held for up to 18-months following the date of acquisition, to fund potential post-closing adjustments and obligations. The balance in the escrow account was $3.0 million as of December 31, 2023 and 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. Q1 2022 Acquisition During the three months ended March 31, 2022, ParTech acquired substantially all the assets and liabilities of a privately held restaurant technology company. The transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations , resulting in an increase to goodwill of $1.2 million. The Company determined that the preliminary fair values of all other assets acquired and liabilities assumed relating to the transaction did not materially affect the Company's financial condition; this determination included the preliminary valuations of identified intangible assets. The preliminary fair value determinations were based on management's best estimates and assumptions, and through the use of independent valuation and tax consultants. Identified preliminary fair values are subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as independent consultants finalize their procedures. The Company considers the results of operations of the acquired business to be immaterial and therefore has not presented combined pro forma financial information. During the fourth quarter of 2022, the fair values of assets and liabilities as of the acquisition date were finalized to reflect final acquisition valuation analysis procedures, resulting in no adjustments from the preliminary fair value determinations. Punchh Acquisition - 2021 On April 8, 2021 (the “Closing Date”), the Company, ParTech, Inc., and Sliver Merger Sub, Inc., a wholly owned subsidiary of ParTech, Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Punchh Inc. (“Punchh”), and Fortis Advisors LLC, solely in its capacity as the initial Shareholder Representative. Pursuant to the Merger Agreement, on April 8, 2021, Merger Sub merged with and into Punchh (the “Merger”), with Punchh surviving the Merger and becoming a wholly owned subsidiary of the Company. Punchh is a leader in SaaS-based customer loyalty and engagement solutions. In connection with the Merger, the Company paid former Punchh equity holders approximately $507.7 million (including holders of vested options and warrants) consisting of approximately (i) $397.5 million in cash (the “Cash Consideration”), and (ii) 1,493,130 shares of the Company's common stock for 100% of the equity interests in Punchh; Cash Consideration continues to be subject to adjustments for pending settlement of the indemnification escrow fund one year from the acquisition date. Consideration of common shares issued was determined using an average share price of $68.00, representing consideration paid of $101.5 million. An additional 112,204 shares of the Company's common stock are reserved for options granted as replacement awards for fully vested unexercised option awards assumed in connection with the Merger. The fair value of fully vested option awards was determined using a Black-Scholes model to be $8.7 million as of the acquisition date. As a result, the total fair value of common shares issued and reserved of 1,594,202 (“Equity Consideration”) was determined to be $110.2 million. Further, the Company incurred acquisition related expenses of approximately $3.6 million. In connection with, and to partially fund the Cash Consideration for, the Merger, on April 8, 2021, the Company, together with certain of its U.S. Subsidiaries, as guarantors, entered into a credit agreement with the lenders party thereto, and Owl Rock First Lien Master Fund, L.P., as administrative agent and collateral agent (the “Owl Rock Credit Agreement”), that provided for a term loan in an initial aggregate principal amount of $180.0 million (the “Owl Rock Term Loan”); and (ii) securities purchase agreements (the “Purchase Agreements”) with each of PAR Act III, LLC (“Act III”), and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser (such funds and accounts being collectively referred to herein as “TRP”), to raise approximately $160.0 million through a private placement of the Company's common stock. The Company also issued to Act III a warrant to purchase 500,000 shares of common stock with an exercise price of $76.50 and a five year exercise period (the “Warrant”). In connection with the Company's September 2021 public offering of its common stock, as a result of anti-dilution provisions of the Warrant, an additional 3,975 shares of common stock are available for purchase under the Warrant, at an exercise price of $75.90 per share. Refer to “Note 10 – Common Stock” and "Note 16 - Subsequent Events" for additional information about the offering and Warrant. Additionally, on the Closing Date approximately $6.0 million of the Cash Consideration was deposited into an indemnification escrow fund, to be held for up to 18 months following the Closing Date, to fund (i) potential payment obligations of Punchh equity holders with respect to post-closing adjustments to the Cash and Equity Consideration and (ii) potential post-closing indemnification obligations of Punchh equity holders, in each case in accordance with the terms of the Merger Agreement. During the year ended December 31, 2021, $3.8 million was distributed from the escrow accounts, of which, $3.5 million was received by the Company from the settlement of post-closing obligations of the Punchh equity holders resulting in a reduction of the Cash Consideration paid for the acquisition, and $0.3 million was released to former Punchh shareholders. As of December 31, 2021, the Company recorded remaining indemnification assets and liabilities of approximately $2.2 million to other assets and other long-term liabilities, respectively, to account for amounts deposited into the third-party escrow fund that will be settled one year from the acquisition date. Allocation of Acquisition Consideration The Punchh Acquisition was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations . Accordingly, assets acquired and liabilities assumed in the Punchh Acquisition were accounted for at their preliminarily determined respective fair values as of April 8, 2021. The preliminary fair value determinations were based on management's best estimates and assumptions, and through the use of independent valuation and tax consultants. Identified preliminary fair values were subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as management finalized its procedures and net working capital adjustments were settled. The measurement period for the Punchh Acquisition remained open as of December 31, 2021 pending settlement of the third-party escrow fund one year from the acquisition date; management has otherwise completed its valuation procedures and settled net working capital adjustments. During the year ended December 31, 2021, the preliminary fair values of assets and liabilities as of April 8, 2021 were adjusted to reflect the ongoing acquisition valuation analysis procedures and agreed upon net working capital adjustments. These adjustments included a $3.5 million reduction of Cash Consideration paid due to the release from escrow accounts. Additionally, the fair value of Equity Consideration increased $1.6 million as a result of the finalization of the number of fully vested options granted as replacement awards for fully vested unexercised awards assumed in connection with the Merger. Further, the fair value of developed technology was reduced by $3.6 million to reflect changes in the underlying fair value assumptions. The related change to amortization expense was not material to the results for the year. The reduction to developed technology, along with identified increases to Punchh acquisition related tax deductible temporary differences, resulted in a $3.1 million reduction to the preliminary net deferred tax liability recorded in purchase accounting. These adjustments resulted in a combined reduction to goodwill of $1.5 million during the year ended December 31, 2021. During the first quarter of 2022, the fair values of assets and liabilities as of April 8, 2021 were finalized to reflect final acquisition valuation analysis procedures. These adjustments included a $0.8 million reduction of deferred revenue and $0.3 million of other adjustments, resulting in a reduction to goodwill of $1.1 million. Indemnification assets and liabilities were reduced by $0.1 million, with $2.1 million remaining in escrow. The following table presents management's final purchase price allocation for the Punchh Acquisition: (in thousands) Purchase price allocation Cash $ 22,714 Accounts receivable 10,214 Property and equipment 592 Lease right-of-use assets 2,473 Developed technology 84,600 Customer relationships 7,500 Trade name 5,800 Indemnification assets 2,109 Prepaid and other acquired assets 2,764 Goodwill 415,055 Total assets $ 553,821 Accounts payable and accrued expenses 15,617 Deferred revenue 10,298 Loan payables 3,508 Lease liabilities 2,787 Indemnification liabilities 2,109 Deferred taxes 11,794 Consideration paid $ 507,708 Intangible Assets The Company identified three acquired intangible assets in the Punchh Acquisition: developed technology; customer relationships; and, the Punchh trade name. The fair value of developed technology and customer relationship intangible assets were determined utilizing the “multi-period excess earnings method”, which is predicated upon the calculation of the net present value of after-tax net cash flows respectively attributable to each asset. The Company applied a seven-year economic life and discount rate of 11.0% in determining the Punchh developed technology intangible fair value. The Company applied a 5.0% estimated annual attrition rate and discount rate of 11.0% in determining the Punchh customer relationships intangible fair value. The fair value of the Punchh trade name intangible was determined utilizing the “relief from royalty” approach, which is a form of the income approach that attributes savings incurred from not having to pay a royalty for the use of an asset. The Company applied a fair and reasonable royalty rate of 1.0% and discount rate of 11.0% in determining the Punchh trade name intangible fair value. The estimated useful life of these identifiable intangible assets was preliminarily determined to be indefinite for the Punchh trade name and seven years for both the developed technology and customer relationships intangible assets. Goodwill Goodwill represents the excess of consideration transferred for the fair value of net identifiable assets acquired and is tested for impairment at least annually. It is not deductible for income tax purposes. Deferred Revenue Deferred revenue acquired in the Punchh Acquisition was fair valued to determined allocation of consideration transferred to assume the liability. The preliminary fair value was determined utilizing the “bottom-up” approach, which is a form of the income approach that measures liability as the direct, incremental costs to fulfill the legal obligation, plus a reasonable profit margin for the services being delivered. Loans Payable Loan liabilities assumed in the Punchh Acquisition were primarily comprised of Punchh's $3.3 million CARES Act Paycheck Protection Program loan. The Company extinguished all assumed loan payables, including the assumed CARES Act loan, through repayment of the loans on the Closing Date. Right-of-Use Lease Assets and Lease Liabilities The Company assumed real property leases in the Punchh Acquisition related to office space in California, Texas and India and have accounted for these leases as Operating Leases in accordance with ASC Topic 842, Leases. The assumed leases have lease terms that run through 2021 to 2026. Valuation specialists were utilized by the Company to appraise the assumed leases against competitive market rates to determine the fair value of the lease liabilities assumed, which identified a $0.3 million unfavorable lease liability that the Company recognized as part of the lease right-of-use asset. The income approach was applied to value the identified unfavorable lease liability. Deferred Taxes The Company determined the deferred tax position to be recorded at the time of the Punchh Acquisition in accordance with ASC Topic 740, Income Taxes, resulting in recognition of deferred tax liabilities for future reversing of taxable temporary differences primarily for intangible assets and deferred tax assets primarily relating to net operating losses as of the Closing Date. A valuation allowance was also recorded against certain recognized deferred tax assets based on an evaluation of the realizability of the identified assets. These recognized deferred tax assets, liabilities and valuation allowance resulted in a preliminary net deferred tax liability of $11.8 million relating to the Punchh Acquisition. The net deferred tax liability relating to the Punchh Acquisition was determined by the Company to provide future taxable temporary differences that allow for the Company to utilize certain previously fully reserved deferred tax assets. Accordingly, the Company recognized a reduction to its valuation allowance in the year ended December 31, 2021, resulting in a net tax benefit of $10.4 million for the period. Pro Forma Financial Information - unaudited For the year ended December 31, 2021, the Punchh Acquisition resulted in additional revenues of $27.7 million. The following table summarizes the Company's unaudited pro forma results of operations: (in thousands) Year Ended Total revenue $ 291,596 Net loss (79,079) The unaudited pro forma results presented above are for illustrative purposes only and do not reflect the realization of actual cost savings or any related integration costs. The unaudited pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Deferred Revenue Deferred revenue is recorded when cash payments are received or due in advance of revenue recognition from software licenses, professional services, and maintenance agreements. The timing of revenue recognition may differ from when customers are invoiced. Deferred revenue attributable to each of the Company's reporting segments is as follows: December 31, 2023 December 31, 2022 (in thousands) Current Non-current Current Non-current Restaurant/Retail $ 7,250 $ 4,204 $ 8,459 $ 5,125 Government — — — — Total $ 7,250 $ 4,204 $ 8,459 $ 5,125 Most performance obligations greater than one year relate to service and support contracts, that the Company expects to fulfill within 36 months. The Company expects to fulfill 100% of service and support contracts within 60 months. 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 (refer to "Note 2 - Acquisitions") — 443 Recognition of deferred revenue (23,770) (37,690) Deferral of revenue 21,640 30,785 Ending balance - December 31 $ 11,454 $ 13,584 The above table excludes customer deposits of $2.1 million and $2.1 million as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company recognized revenue included in contract liabilities at the beginning of each respective period of $8.5 million and $13.8 million. In the Government segment, the value of existing contracts at December 31, 2023, net of amounts relating to work performed to that date, was approximately $326.0 million, of which $73.2 million was funded. The value of existing contracts at December 31, 2022, net of amounts relating to work performed to that date, was approximately $333.9 million, of which $86.5 million was funded. Funded amounts represent committed funds under contract by government agencies and prime contractors. Of the December 31, 2023 contract backlog, contract revenue is expected to be recognized over time as follows: (in thousands) Next 12 months $ 179,568 Months 13-24 105,609 Months 25-36 19,508 Thereafter 21,301 Total $ 325,986 Disaggregated Revenue The Company disaggregates revenue from contracts with customers by major product line for each of its reporting segments because the Company believes it best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Disaggregated revenue is as follows: Year Ended December 31, 2023 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 103,391 $ — $ — $ — Subscription service — 122,597 — — Professional service 21,565 29,161 — — Mission systems — — — 35,583 Intelligence, surveillance, and reconnaissance solutions — — — 102,153 Commercial software — — 710 663 Total $ 124,956 $ 151,758 $ 710 $ 138,399 Year Ended December 31, 2022 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 114,410 $ — $ — $ — Subscription service — 97,499 — — Professional service 20,937 29,501 — — Mission systems — — — 35,458 Intelligence, surveillance, and reconnaissance solutions — — — 56,141 Commercial software — — 1,132 717 Total $ 135,347 $ 127,000 $ 1,132 $ 92,316 Year Ended December 31, 2021 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 105,014 $ — $ — $ — Subscription service — 62,649 — — Professional service 18,166 24,522 — — Mission systems — — — 38,311 Intelligence, surveillance, and reconnaissance solutions — — — 33,188 Commercial software — — 505 521 Total $ 123,180 $ 87,171 $ 505 $ 72,020 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases A significant portion of the Company's operating lease portfolio includes office space, research and development facilities, IT equipment, and automobiles. The Company's leases have remaining lease terms of one Year Ended December 31, (in thousands) 2023 2022 2021 Total lease expense $ 2,002 $ 2,415 $ 2,350 Supplemental cash flow information related to leases is as follows: December 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 1,821 $ 2,293 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,534 $ 1,597 Supplemental balance sheet information related to leases is as follows: December 31, 2023 2022 Weighted-average remaining lease term 4.1 years 4.5 years Weighted-average discount rate 4.0 % 4.0 % The following table summarizes future lease payments for operating leases at December 31, 2023: (in thousands) Operating leases 2024 $ 1,556 2025 1,225 2026 697 2027 383 2028 208 Thereafter 533 Total lease payments 4,602 Less: portion representing imputed interest (417) Total $ 4,185 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net The Company's net accounts receivables consist of: (in thousands) 2023 2022 Government segment $ 20,703 $ 17,320 Restaurant/Retail segment 42,679 42,640 Accounts receivable, net $ 63,382 $ 59,960 At December 31, 2023 and 2022, the Company had current expected credit loss of $1.9 million and $2.1 million, respectively, against accounts receivable for the Restaurant/Retail segment. The following table presents changes in the current expected credit loss during the years ended December 31: (in thousands) 2023 2022 Beginning balance - January 1 $ 2,134 $ 1,306 Provisions 579 1,204 Write-offs (764) (376) Ending balance - December 31 $ 1,949 $ 2,134 Receivables recorded as of December 31, 2023 and 2022 all represent unconditional rights to payments from customers. |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories are used in the manufacture and service of Restaurant/Retail hardware products. The components of inventory, net consist of the following: December 31, (in thousands) 2023 2022 Finished goods $ 13,564 $ 21,998 Work in process 216 383 Component parts 9,147 13,749 Service parts 667 1,464 Inventories, net $ 23,594 $ 37,594 At December 31, 2023 and 2022, the Company had excess and obsolescence reserves of $9.0 million and $10.9 million, respectively, against inventories. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net The components of property, plant and equipment, net, are: December 31, (in thousands) 2023 2022 Land $ 199 $ 199 Building and improvements 8,124 8,176 Rental property 2,749 2,749 Software 17,175 12,393 Furniture and equipment 14,885 13,902 Construction in process 228 181 43,360 37,600 Less accumulated depreciation (27,605) (24,639) $ 15,755 $ 12,961 The estimated useful lives of buildings and improvements and rental property are 15 to 40 years. The estimated useful lives of furniture and equipment range from three three |
Identifiable Intangible Assets
Identifiable Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill Included in identifiable intangible assets are approximately $2.9 million and $2.1 million of costs related to software products that have not satisfied the general release threshold as of December 31, 2023 and December 31, 2022, respectively. These software products will be ready for their intended use within the next 12 months. Software costs placed into service during the years ended December 31, 2023 and 2022 were $4.6 million and $6.5 million, respectively. Annual amortization charged to cost of sales is computed using the straight-line method over the remaining estimated economic life of the product, generally three years. The components of identifiable intangible assets are: December 31, (in thousands) 2023 2022 Estimated Useful Life Weighted-Average Amortization Period Acquired developed technology $ 119,800 $ 119,800 3 - 7 years 4.40 years Internally developed software costs 36,876 32,274 3 years 1.95 years Customer relationships 14,510 12,360 7 years 4.60 years Trade names 1,410 1,410 2 - 5 years 1.00 year Non-competition agreements 30 30 1 year 1.00 year 172,626 165,874 Impact of currency translation on intangible assets 1,399 304 Less: accumulated amortization (88,259) (63,386) $ 85,766 $ 102,792 Internally developed software costs not meeting general release threshold 2,886 2,105 Trademarks, trade names (non-amortizable) 6,200 6,200 Indefinite $ 94,852 $ 111,097 The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software costs not meeting the general release threshold, is as follows (in thousands): 2024 $ 23,065 2025 21,477 2026 18,857 2027 15,193 2028 7,174 Thereafter — Total $ 85,766 To value indefinite lived intangible assets, the Company utilizes the relief from royalty method to estimate the fair values of trade names. There was zero impairment to indefinite lived intangible assets in the years ended December 31, 2023, 2022 and 2021, respectively. Amortization expense for identifiable intangible assets was allocated as follows: (in thousands) 2023 2022 2021 Amortization of acquired developed technology $ 16,281 $ 15,307 $ 11,978 Amortization of internally developed software 6,548 6,737 5,411 Amortization of identifiable intangible assets recorded in cost of sales $ 22,829 $ 22,044 $ 17,389 Amortization expense recorded in operating expense 1,858 1,863 1,825 Impact of currency translation on intangible assets (909) (304) — The following table presents the goodwill activities for the periods presented: (in thousands) Beginning balance - December 31, 2021 $ 457,306 Q1 2022 Acquisition 1,212 MENU Acquisition 28,495 Punchh Acquisition ASC 805 measurement period adjustment (1,085) Foreign currency translation 834 Balance - December 31, 2022 486,762 Foreign currency translation 2,892 Ending balance - December 31, 2023 $ 489,654 Refer to "Note 2 - Acquisitions" for additional information on goodwill recognized in acquisitions |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2023: (in thousands) 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 120,000 $ 265,000 $ 385,000 Unamortized debt issuance cost (1,811) (5,542) (7,353) Total notes payable $ 118,189 $ 259,458 $ 377,647 The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2022: (in thousands) 2024 Notes 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 13,750 $ 120,000 $ 265,000 $ 398,750 Unamortized debt issuance cost (257) (2,511) (6,790) (9,558) Total notes payable $ 13,493 $ 117,489 $ 258,210 $ 389,192 Refer to "Recently Adopted Accounting Pronouncements" within "Note 1 - Summary of Significant Accounting Polices" for additional information relating to impact to discount resulting from the Company's adoption of ASU 2020-06. Convertible Senior Notes On April 15, 2019, the Company sold $80.0 million in aggregate principal amount of 4.500% Convertible Senior Notes due 2024. The 2024 Notes were issued pursuant to an indenture, dated April 15, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2024 Indenture”). The 2024 Notes paid interest at a rate equal to 4.500% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2019. Interest accrued on the 2024 Notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 15, 2019. Unless earlier converted, redeemed or repurchased, the 2024 Notes were to mature on April 15, 2024. On February 10, 2020, the Company sold $120.0 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2026. The 2026 Notes were issued pursuant to an indenture, dated February 10, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2026 Indenture”). The 2026 Notes pay interest at a rate equal to 2.875% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2020. Interest accrues on the 2026 Notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from February 10, 2020. Unless earlier converted, redeemed or repurchased, the 2026 Notes mature on April 15, 2026. The Company used approximately $66.3 million (excluding cash payments relating to accrued interest and fractional shares) from its sale of the 2026 Notes and issued 772,423 shares of common stock at $32.43 per share out of treasury stock with an average cost basis of $3.37 per share to repurchase approximately $66.3 million in aggregate principal amount of the 2024 Notes through individually negotiated transactions. Of the total price paid for the 2024 Notes, $59.0 million was allocated to the 2024 Notes settlement, $30.8 million was allocated to equity, and $1.0 million was used to pay off accrued interest on the 2024 Notes. The consideration transferred was allocated to the liability and equity components of the 2024 Notes using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument immediately prior to settlement. The transaction resulted in a loss on settlement of convertible notes of $8.1 million, which is recorded as a loss on extinguishment of debt in the Company’s consolidated statements of operations. The loss represents the difference between (i) the fair value of the liability component and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of settlement. On September 17, 2021, the Company sold $265.0 million in aggregate principal amount of 1.500% Convertible Senior Notes due 2027. The 2027 Notes were issued pursuant to an indenture, dated September 17, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2027 Indenture” and, together with the 2024 Indenture and the 2026 Indenture, the “Indentures”). The 2027 Notes bear interest at a rate of 1.500% per year, which is payable semiannually in arrears on April 15 and October 15 of each year, beginning April 15, 2022. Interest accrues on the 2027 Notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from September 17, 2021. Unless earlier converted, redeemed or repurchased, the 2027 Notes mature on October 15, 2027. The Company used net proceeds from the offering, in conjunction with net proceeds from the September 2021 common stock offering (Refer to “Note 10 – Common Stock”), to repay in full the Owl Rock Term Loan, which had a principal amount of $180.0 million outstanding as of September 17, 2021. The Company used the remaining net proceeds from the offering for general corporate purposes, including continued investment in the growth of the Company’s businesses and for other working capital needs. The Company also used a portion of the net proceeds to acquire or invest in other assets complementary to the Company’s businesses or for repurchases of the Company’s other indebtedness. Pursuant to a privately negotiated agreement dated October 6, 2023, the Company acquired $13.75 million aggregate principal amount of its outstanding 2024 Notes. This acquisition was made in exchange for 497,376 shares of common stock of the Company (the "Exchange Transaction"). In connection with the closing of the Exchange Transaction, all of the Company's outstanding 2024 Notes issued under the 2024 Indenture were canceled and the 2024 Indenture was discharged on October 15, 2023. The Exchange Transaction resulted in an inducement loss on settlement of convertible notes of $0.6 million, which is recorded as a loss on extinguishment of debt in the Company’s consolidated statements of operations. The loss represents the difference between the fair value of the original conversion terms and the fair value of the induced conversion terms at the time of settlement. The Senior Notes are senior, unsecured obligations of the Company. The Senior Notes are convertible, in whole or in part, at the option of the holder, upon the occurrence of specified events or certain fundamental changes set forth in the Indentures prior to the close of business on the business day immediately preceding October 15, 2025, and April 15, 2027, respectively; and, thereafter, at any time until the close of business on the second business day immediately preceding maturity. The 2026 Notes are convertible into Company common stock at an initial conversion rate of 23.2722 shares per $1,000 principal amount, and the 2027 Notes are convertible into Company common stock at an initial conversion rate of 12.9870 shares per $1,000 principal amount. Upon conversion, the Company may elect to settle by paying or delivering either solely cash, shares of Company common stock or a combination of cash and shares of Company common stock. The 2026 Indenture and 2027 Indenture contain covenants that, among other things, restrict the Company’s ability to merge, consolidate or sell, or otherwise dispose of, substantially all of its assets and customary Events of Default (as defined in the Indentures). Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, the carrying amount of the liability component of the 2024 Notes and Senior Notes was calculated by estimating the fair value of similar notes that did not have associated convertible features. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the fair value amount of the 2024 Notes and Senior Notes. The valuation model used in determining the fair value of the liability component for the 2024 Notes and Senior Notes includes inputs, such as the implied debt yield within the nonconvertible borrowing rate. The implied estimated effective rate of the liability component of the 2024 Notes, 2026 Notes, and 2027 Notes was 10.2%, 7.3%, and 6.5% respectively. Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, in accordance with ASC Topic 470-20, Debt with Conversion and Other Options — Beneficial Conversion Features , the initial measurement of the 2024 Notes at fair value resulted in a liability of $62.4 million and as such, the calculated discount resulted in an implied value of the convertible feature recognized in additional paid in capital of $17.6 million; the initial measurement of the 2026 Notes at fair value resulted in a liability of $93.8 million and as such, the calculated discount resulted in an implied value of the convertible feature recognized in additional paid in capital of $26.2 million; and the initial measurement of the 2027 Notes at fair value resulted in a liability of $199.2 million and as such, the calculated discount resulted in an implied value of the convertible feature recognized in additional paid in capital of $65.8 million. Issuance costs for the 2024 Notes and Senior Notes amounted to $4.9 million, $4.2 million, and $8.3 million for the 2024 Notes, 2026 Notes, and 2027 Notes, respectively. These costs were allocated to debt and equity components on a ratable basis. For the 2024 Notes this amounted to $3.8 million and $1.1 million to the debt and equity components, respectively. For the 2026 Notes this amounted to $3.3 million and $0.9 million to the debt and equity components, respectively. For the 2027 Notes this amounted to $6.2 million and $2.1 million to the debt and equity components, respectively. Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, the Company recorded an income tax liability of $15.6 million during 2021 associated with the portion of the 2027 Notes that was classified within shareholders' equity. GAAP requires the offset of the deferred tax liability to be classified within shareholders' equity, consistent with the equity portion of the 2027 Notes. The creation of the deferred tax liability produced evidence of recoverability of the Company's net deferred tax assets, which resulted in the release of a valuation allowance, totaling $14.9 million, that was also classified within shareholders' equity pursuant to the adoption of ASU 2019-12. Prior to the Company's adoption of ASU 2020-06 on January 1, 2022, in connection with the sale of the 2026 Notes, the Company recorded an income tax benefit of $4.4 million during 2020 as a result of the creation of a deferred tax liability associated with the portion of the 2026 Notes that was classified within shareholders' equity. The creation of the deferred tax liability produced evidence of recoverability of the Company's net deferred tax assets which resulted in the release of a valuation allowance, totaling $4.4 million, reflected as an income tax benefit in 2020. Credit Facility In connection with, and to partially fund the Cash Consideration for the Punchh Acquisition, on April 8, 2021, the Company entered into the Owl Rock Credit Agreement. The Owl Rock Credit Agreement provided for a term loan in the initial aggregate principal amount of $180.0 million, the “Owl Rock Term Loan”. Issuance costs, which included a 2% Original Issue Discount, amounted to $9.3 million with net proceeds amounting to $170.7 million. The Company used net proceeds from its offering of the 2027 Notes and its concurrent common stock offering (refer to “Note 10 – Common Stock”) to repay in full the Owl Rock Term Loan, including $1.8 million accrued interest and $3.6 million prepayment premium, on September 17, 2021. Following its repayment, the Owl Rock Credit Agreement was terminated. The transaction resulted in a loss on settlement of notes of $11.9 million, which is recorded as a loss on extinguishment of debt in the Company’s consolidated statements of operations. The loss represents the difference between (i) reacquisition price, including prepayment premium, and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of settlement. The following table summarizes interest expense recognized on the 2024 Notes and Senior Notes: Year Ended December 31, (in thousands) 2023 2022 2021 Contractual interest expense $ 7,627 $ 8,036 $ 9,420 Accretion of debt in interest expense 2,205 1,997 8,726 Total interest expense $ 9,832 $ 10,033 $ 18,146 The cash paid for interest was $8.0 million for the year ended December 31, 2023. The following table summarizes the future principal payments for the Senior Notes as of December 31, 2023 (in thousands): 2024 $ — 2025 — 2026 120,000 2027 265,000 2028 — Thereafter — Total $ 385,000 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | Common Stock The Company issued 497,376 shares of its common stock as part of the Exchange Transaction related to the conversion of the 2024 Notes. Refer to "Note 9 - Debt" for additional information about the Exchange Transaction. The Company issued 162,917 shares of its common stock as part of the purchase consideration paid to former MENU equity holders in connection with the MENU Acquisition. Refer to "Note 2 - Acquisitions" for additional information about the MENU Acquisition. On September 17, 2021, the Company completed a public offering of its common stock in which the Company issued and sold 982,143 shares of common stock at a price of $56.00 per share. The Company received net proceeds of $52.5 million, after deducting underwriting discounts, commissions and other offering expenses. In connection with, and to partially fund the Cash Consideration of the Punchh Acquisition, on April 8, 2021, the Company entered into Purchase Agreements with Act III and TRP to raise approximately $160.0 million through a private placement of the Company's common stock. Pursuant to the Purchase Agreements, the Company issued and sold (i) 73,530 shares of its common stock to Act III for a gross purchase price of approximately $5.0 million ($68.00 per share), and (ii) 2,279,412 shares of common stock to TRP for a gross purchase price of approximately $155.0 million ($68.00 per share) for an aggregate of 2,352,942 shares. The Company incurred $4.3 million of issuance costs in connection with the sale of its common stock. The Company also issued to Act III a fully-vested Warrant to purchase 500,000 shares of common stock with an exercise price of $76.50 per share and a five year exercise period. In connection with the Company's September 2021 public offering of its common stock, as a result of anti-dilution provisions within the Warrant, an additional 3,975 shares of the Company's common stock are available for purchase under the Warrant, at an exercise price of $75.90 per share. The Warrant is accounted for as an equity instrument pursuant to ASC Topic 815, Derivatives and Hedging , due to the Warrant contractually permitting only settlement in non-redeemable common shares upon exercise. Refer to “Note 9 – Debt” and "Note 16 - Subsequent Events" for additional information about the Warrant. Issuance date fair value of the Warrant was determined to be $14.3 million based on using the Black-Scholes model with the following assumptions: Expected term 5.0 years Risk free interest rate 0.85 % Expected volatility 53.78 % Expected dividend yield None Fair value (per warrant) $ 28.65 The Company also issued 1,493,130 of its common stock as part of the Equity Consideration of the Punchh Acquisition. Refer to “Note 2 – Acquisition” for additional information about the Punchh Acquisition. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company recorded stock-based compensation expense of $14.4 million, $13.4 million, and $14.6 million in the consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021, respectively. As a result of forfeitures of non-vested stock awards prior to the completion of the requisite service period or failure to meet requisite performance targets, the Company recorded a reduction of stock-based compensation expense for the years ended December 31, 2023, 2022, and 2021 of $0.6 million, $1.0 million, and $0.5 million respectively. The Company has 2.7 million shares of common stock reserved for stock-based awards under its Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of several different forms of stock-based awards including: • Stock options granted under the 2015 Plan, enable the recipient to purchase shares of the Company's common stock which may be incentive stock options or non-qualified stock options. Generally, stock options are nontransferable other than upon death. Stock options generally vest over a one • Restricted Stock Awards ( “ RSA”) and Restricted Stock Units (“RSU”) can have service-based and/or performance-based vesting. Grants of RSAs and RSUs with service-based vesting are subject to vesting periods ranging from one one Stock Compensation . Other terms and conditions applicable to any RSA or RSU award will be determined by the Compensation Committee and set forth in the agreement relating to that award. Stock Options The below tables present information with respect to stock options : (in thousands, except for exercise price) Number of Shares Weighted Aggregate Outstanding at January 1, 2023 1,029 $ 12.82 Options exercised (97) 10.73 Options canceled/forfeited (12) 13.40 Outstanding at December 31, 2023 920 $ 13.04 $ 28,053 Vested and expected to vest at December 31, 2023 920 $ 13.04 $ 28,046 Total shares exercisable at December 31, 2023 898 $ 13.12 $ 27,299 Shares remaining available for future grant — (in thousands, except for grant date fair value) 2023 2022 2021 Option expense recorded, in thousands, for the year ended December 31, $ 2,814 $ 5,664 $ 9,585 Weighted average grant date fair value $ — $ — $ 60.48 Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, $ 2,700 $ 4,000 $ 6,000 Cash received for options exercised $ 1,069 $ 1,286 $ 1,156 The fair value of options at the date of the grant was estimated using the Black-Scholes model with the following assumptions for the period ending December 31, 2021: 2021 Expected option life 3.1 years Weighted average risk-free interest rate 0.4 % Weighted average expected volatility 56.5 % Expected dividend yield None For the years ended December 31, 2023, 2022, and 2021 the expected option life was based on the Company’s historical experience with similar type options. Expected volatility is based on historic volatility levels of the Company’s common stock over the preceding period of time consistent with the expected life. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Stock options outstanding at December 31, 2023 are summarized as follows: Range of exercise prices Number outstanding (in thousands) Weighted average remaining life $0.73 - $35.26 920 5.95 years Restricted Stock Units Current year activity with respect to the Company’s non-vested RSUs is as follows: (in thousands, except weighted average fair value) Shares Weighted Average grant- date fair value Balance at January 1, 2023 512 $ 35.96 Granted 625 35.74 Vested (210) 34.10 Canceled/forfeited (88) 38.17 Balance at December 31, 2023 839 $ 35.83 The below table presents information with respect to RSUs : (in thousands) 2023 2022 2021 Service-based RSU $ 9,325 $ 6,775 $ 3,353 Performance-based RSU 2,257 836 839 Total stock-based compensation expense related to RSUs $ 11,582 $ 7,611 $ 4,192 In 2023, the Company determined the only outstanding performance awards were in the Restaurant/Retail segment and the Company determined the achievement of performance based awards to be probable. In 2022, the only outstanding performance awards were in the Restaurant/Retail segment and the Company determined the achievement of performance based awards to be probable. In 2021, the Company determined the achievement of performance based awards to be probable for both segments. Employee Stock Purchase Plan In June 2021, the Company's shareholders approved the 2021 Employee Stock Purchase Plan ("ESPP"), through which eligible employees may purchase shares of the Company's common stock at a discount through accumulated payroll deductions. The ESPP became effective on November 1, 2021. Participation in the ESPP by eligible employees of the Company and participating subsidiaries began on December 1, 2023. A total of 330,000 shares of Company common stock are available for purchase under the ESPP, subject to adjustment as provided for in the ESPP. As of December 31, 2023, no shares of common stock were purchased. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for (benefit from) income taxes consists of: Year Ended December 31, (in thousands) 2023 2022 2021 Current income tax: Federal $ — $ — $ — State 642 784 408 Foreign 1,149 840 585 1,791 1,624 993 Deferred income tax: Federal 59 (221) (9,001) State 138 (151) (1,416) 197 (372) (10,417) Provision for (benefit from) income taxes $ 1,988 $ 1,252 $ (9,424) The components of net loss before income taxes consisted of the following: 2023 2022 2021 United States $ (53,965) $ (63,068) $ (85,391) International (13,799) (4,999) 168 Total net loss before income taxes $ (67,764) $ (68,067) $ (85,223) Deferred tax (liabilities) assets are comprised of the following at: December 31, 2023 2022 Deferred tax liabilities: Operating lease assets $ (989) $ (344) Software development costs (1,394) (1,534) Intangible assets (17,172) (19,803) 481(a) adjustment (1,466) — Depreciation on property, plant and equipment (1,269) (1,428) Gross deferred tax liabilities (22,290) (23,109) Deferred tax assets: Allowances for bad debts and inventory 2,539 3,213 Capitalized inventory costs 223 300 Employee benefit accruals 7,773 4,628 Interest expense limitation under section 163 (j) 6,501 6,089 Operating lease liabilities 1,015 373 Federal net operating loss carryforward 38,357 40,212 State net operating loss carryforward 8,403 8,866 Foreign net operating loss carryforward 4,406 2,008 Federal and state tax credit carryforwards 14,804 13,364 R&D capitalization 22,108 11,297 Other 3,274 3,963 Gross deferred tax assets 109,403 94,313 Less valuation allowance (87,943) (71,837) Non-current net deferred tax liabilities $ (830) $ (633) The non-current net deferred tax liabilities are included within other long-term liabilities on the Company's consolidated balance sheets. The Company has Federal tax credit carryforwards of $13.3 million that expire in various tax years from 2028 to 2043. The Company has a Federal operating loss carryforward of $12.6 million expiring from 2029 through 2037 and a Federal operating loss carryforward of $170.1 million with an unlimited carryforward period. The Company also has state tax credits of $1.7 million and net operating loss carryforwards that vary by jurisdiction, ranging from $0 to $49.2 million, and expire in various tax years through 2043. The Company has foreign net operating loss carryforwards of $37.2 million expiring through 2029. The Company has a federal interest limitation carryforward of $26.4 million with an indefinite carryforward period. In evaluating our ability to recover our deferred tax assets, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and results of recent operations. A valuation allowance is required to the extent it is more likely than not that the future benefit associated with certain Federal, state, and foreign deferred tax assets including tax loss carryforwards will not be realized. As of December 31, 2023, management believes that it is more likely than not that the benefit from its deferred tax assets will not be realized except for the estimated amount of future tax associated with indefinite lived intangible assets. In calculating the valuation allowance, the Company was only permitted to use its existing deferred tax liabilities related to its indefinite-lived intangible assets (i.e. “naked credit deferred tax liabilities”) as a source of taxable income to support the realization of its existing indefinite-lived deferred tax assets. As a result of this analysis, management determined an increase in the valuation allowance in the current year to be appropriate. No provision is made for certain taxes applicable to the undistributed earnings of the Company's foreign subsidiaries as it is the intention of management to fully utilize those earnings in the operations of foreign subsidiaries. The Tax Cuts and Jobs Act created a new requirement that certain income earned by foreign subsidiaries, known as global intangible low-tax income ("GILTI"), must be included in the gross income of their U.S. shareholder. The FASB allows an accounting policy election of either recognizing deferred taxes for temporary differences expected to reverse as GILTI in future years or recognizing such taxes as a current-period expense when incurred. The company elected to treat the tax effect of GILTI as a current-period expense when incurred. In the current year, the income tax provision includes an increase in deferred tax assets and corresponding increase in valuation allowance of $10.8 million related to the capitalization of R&D expenses for tax purposes and an increase in deferred tax assets and corresponding increase in valuation allowance of $3.3 million from foreign net operating loss carryforwards related to the MENU Acquisition. In 2022, the income tax provision included a reduction in deferred tax liabilities and corresponding increase in valuation allowance of $20.0 million related to subordinated debt as a result of the adoption of ASU No. 2020-06, an increase in deferred tax assets and corresponding increase in valuation allowance of $11.3 million related to the capitalization of R&D expenses for tax purposes, and an increase in deferred tax assets and corresponding increase in valuation allowance of $2.0 million from foreign net operating loss carryforwards related to the MENU Acquisition. In 2021, the income tax provision included a reduction of the Company’s valuation allowance due to the establishment of a deferred tax liability in connection with the Punchh Acquisition. The establishment of that deferred tax liability created “future taxable income”, partially utilizing existing deferred tax assets of the Company and resulting in a $10.4 million reduction of the Company’s valuation allowance. The Punchh Acquisition resulted in a change in ownership for Punchh as defined by IRC Section 382; the Company determined the identified change in ownership should not limit the Company's ability to utilize Punchh net operating loss and credit carryforwards. The Company records the benefits relating to uncertain tax positions only when it is more likely than not (likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. At December 31, 2023, the Company had no reserve for uncertain tax positions and the Company believes the Company has adequately provided for its tax-related liabilities. The Company is no longer subject to federal income tax audits for years before 2019. The following table reconciles the Company's effective tax rate from the U.S. federal statutory tax rate of 21%: Year Ended December 31, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (1.0) (0.7) 1.3 Contingent consideration revaluation 2.9 1.4 — Nondeductible expenses (0.2) (0.5) (0.8) Tax credits (including R&D) 1.8 1.5 1.7 Foreign income tax rate differential (5.8) (2.6) (0.5) Stock based compensation (1.4) (1.4) (0.7) Valuation allowance (20.0) (20.5) (10.7) Other (0.2) (0.1) (0.3) (2.9) % (1.9) % 11.0 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended |
Dec. 31, 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. 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: Year Ended December 31, (in thousands) 2023 2022 2021 Revenues: Restaurant/Retail $ 276,714 $ 262,347 $ 210,351 Government 139,109 93,448 72,525 Total $ 415,823 $ 355,795 $ 282,876 Operating (loss) income: Restaurant/Retail $ (68,387) $ (65,559) $ (59,682) Government 8,678 7,527 5,801 Total (59,709) (58,032) (53,881) Other expense, net (489) (1,224) (1,279) Loss on extinguishment of debt (635) — (11,916) Interest expense, net (6,931) (8,811) (18,147) Loss before provision for (benefit from) income taxes $ (67,764) $ (68,067) $ (85,223) Depreciation, amortization and accretion: Restaurant/Retail $ 29,219 $ 27,640 $ 29,766 Government 467 452 380 Total $ 29,686 $ 28,092 $ 30,146 Capital expenditures including software costs: Restaurant/Retail $ 10,541 $ 7,498 $ 7,576 Government 499 227 711 Total $ 11,040 $ 7,725 $ 8,287 Revenues by country: United States $ 392,224 $ 336,201 $ 262,164 International 23,599 19,594 20,712 Total $ 415,823 $ 355,795 $ 282,876 Year Ended December 31, (in thousands) 2023 2022 Total assets: Restaurant/Retail $ 694,568 $ 722,958 Government 24,475 21,443 Other 83,563 110,457 Total $ 802,606 $ 854,858 Goodwill: Restaurant/Retail $ 488,918 $ 486,026 Government 736 736 Total $ 489,654 $ 486,762 Assets by country based on the location of the asset were: December 31, 2023 2022 United States $ 767,894 $ 809,437 International 34,712 45,421 Total $ 802,606 $ 854,858 Customers comprising 10% or more of the Company’s total revenues are summarized as follows: December 31, 2023 2022 2021 Restaurant/Retail segment: Yum! Brands, Inc. 9 % 10 % 11 % McDonald’s Corporation 8 % 12 % 12 % Government segment: U.S. Department of Defense 33 % 26 % 26 % All Others 50 % 52 % 51 % 100 % 100 % 100 % |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and December 31, 2022 were considered representative of their fair values because of their short term nature. The debt instruments are recorded at principal amount net unamortized debt issuance cost and discount (refer to "Note 9 - Debt" for additional information). The estimated fair value of the 2026 Notes and 2027 Notes at December 31, 2023 was $145.6 million and $236.1 million, respectively. As of December 31, 2022 the fair value of the 2024 Notes, 2026 Notes, and 2027 Notes was $17.4 million, $112.8 million, and $191.0 million, respectively. The valuation techniques used to determine the fair values of 2024 Notes, 2026 Notes, and 2027 Notes are classified within Level 2 of the fair value hierarchy as they are derived from broker quotations. 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 $3.3 million and $3.2 million at December 31, 2023 and December 31, 2022, respectively, and is included in other assets on the consolidated balance sheets. Amounts owed to employees participating in the deferred compensation plan at December 31, 2023 was $1.4 million compared to $1.7 million at December 31, 2022 and is included in other long-term liabilities on the consolidated balance sheets. The Company uses Monte Carlo simulation modeling of a discounted cash flow model to determine the fair value of the earn-out liability associated with the MENU Acquisition. Significant inputs used in the simulation are not observable in the market and thus the liability represents a Level 3 fair value measurement as defined in ASC 820. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date will be reflected as cash used in financing activities in the Company's consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date will be reflected as cash used in operating activities. The Company determined the fair value of the MENU earn-out contingent liability to be $0.6 million at December 31, 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 fiscal year 2023: (in thousands) December 31, 2021 $ — New contingent consideration 14,200 Change in fair value of contingent consideration (4,400) Balance at December 31, 2022 9,800 Change in fair value of contingent consideration (9,200) Balance at December 31, 2023 $ 600 The change in fair value of contingent consideration was recorded within " Adjustment to contingent consideration liability The following tables provide quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: December 31, 2023 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue based payments $ 5,600 $ 600 Monte Carlo Revenue volatility 25.0 % Discount rate 11.5 % Projected year of payments 2024 (1) Maximum payout as determined by Monte Carlo valuation simulation; the disclosed contingency is not subject to a contractual maximum payout. December 31, 2022 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue and EBITDA based payments $ 33,900 $ 9,800 Monte Carlo Revenue volatility 25.0 % Gross profit volatility 40.0 % Discount rate 13.5 % Projected year of payments 2024 (1) Maximum payout as determined by Monte Carlo valuation simulation; the disclosed contingency is not subject to a contractual maximum payout. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 2, 2024 the Company entered into a consulting agreement with PAR Act III, LLC ("PAR Act III") pursuant to which PAR Act III will provide the Company with strategic consulting, merger and acquisition technology due diligence, and other professional and expert services that may be requested from time to time by the Company’s Chief Executive Officer. In consideration for the services provided under the consulting agreement, the Company amended its common stock purchase warrant issued to PAR Act III on April 8, 2021 to extend the termination date of the warrant to April 8, 2028, subject to the consulting agreement remaining in effect through April 8, 2026. The warrant provides PAR Act III the right to purchase 500,000 shares of Company common stock at an exercise price of $76.50 per share and 3,975 shares of Company common stock at an exercise price of $75.90 per share. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (69,752) | $ (69,319) | $ (75,799) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Bryan Menar [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On December 7, 2023, Bryan Menar, our Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale of up to 10,915 shares that will vest during the duration of the plan pursuant to certain equity awards granted to Mr. Menar. Mr. Menar's plan will expire on November 29, 2024, subject to early termination for certain specified events set forth in the plan |
Name | Bryan Menar |
Title | Chief Financial Officer, |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | December 7, 2023 |
Arrangement Duration | 358 days |
Aggregate Available | 10,915 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Use of Estimates |
Use of Estimates | Significant items subject to such estimates and assumptions include revenue recognition, stock-based compensation, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, the carrying amount of property, plant and equipment including right-to-use assets and liabilities, identifiable intangible assets and goodwill, valuation allowances for receivables, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from these estimates. |
Business Combinations | Business Combinations The Company accounts for business combinations pursuant to ASC Topic 805, Business Combinations , which requires that assets acquired and liabilities assumed be recorded at their respective fair values on the date of acquisition. The fair value of the consideration paid is assigned to the underlying net assets of the acquired business based on their respective fair values. Any excess of the purchase price over the estimated fair values of the net assets acquired is allocated to goodwill. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price and the fair value of assets acquired and liabilities assumed at the acquisition date. The Company’s assumptions and estimates are subject to refinement and, as a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent fair value adjustments are recorded in the Company’s consolidated statements of operations. The Company’s consolidated financial statements and results of operations reflect an acquired business after the completion of the acquisition. |
Cash and Cash Equivalents and Cash Held on Behalf of Customers | Cash and Cash Equivalents and Cash Held on Behalf of Customers The Company considers all highly liquid investments, purchased with a remaining maturity of three months or less, to be cash equivalents, including money market funds. Cash held on behalf of customers represents an asset arising from our payment processing services that is restricted for the purpose of satisfying obligations to remit funds to various merchants. The Company maintained bank balances that, at times, exceeded the federally insured limit during the years ended December 31, 2023 and 2022. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. |
Short-Term Investments | Short-Term Investments Short-term investments include held-to-maturity investment securities consisting of investment-grade interest bearing instruments, primarily treasury bills and notes, which are stated at amortized cost. The Company does not intend to sell these investment securities and the contractual maturities are not greater than 12 months. The Company did not record any material gains or losses on these securities during the year ended December 31, 2023. The estimated fair value of these securities approximated their carrying value as of December 31, 2023. |
Accounts Receivable – Current Expected Credit Losses | Accounts Receivable – Current Expected Credit Losses The Company maintains a provision for accounts receivables that it does not expect to collect. In accordance with ASC Topic 326, Financial Instruments - Credit Losses , the Company accrues its estimated losses from uncollectible accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred. |
Inventories | Inventories The Company’s inventories are valued at the lower of cost and net realizable value, with cost determined using the weighted average cost method. The Company uses certain estimates and judgments and considers several factors including hardware demand, changes in customer requirements and changes in technology to provide for excess and obsolescence reserves to properly value inventory. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets, which range from three |
Other Assets | Other Assets Other assets include deferred implementation costs of $8.8 million and $7.4 million and deferred commissions of $2.6 million and $1.2 million at December 31, 2023 and December 31, 2022, respectively. Based on ASC Topic 340, Other Assets and Deferred Costs , we capitalize and amortize incremental costs of obtaining and 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 and deferred commissions to account for customers ceasing operations or otherwise discontinuing use of our subscription services. Amortization expense for deferred implementation costs is included in "Costs of sales: Professional service" and amortization expense for deferred commissions is included in "Sales and marketing" in the Company's consolidated statements of operations. Amortization of deferred implementation costs were $4.5 million, $2.4 million, and $0.4 million for the years ended December 31, 2023, 2022, and 2021 respectively. Amortization of deferred commissions were $0.9 million, $0.6 million, and $0.2 million for the years ended December 31, 2023, 2022, and 2021 respectively. |
Identifiable Intangible Assets | Identifiable Intangible Assets The Company's identifiable intangible assets represent intangible assets acquired in the acquisition of Brink Software, Inc. in 2014, the acquisition of 3M Company's Drive-Thru Communications Systems in 2019, the Data Central Acquisition, the Punchh Acquisition, the MENU Acquisition, and software development costs. The Company capitalizes certain costs related to the development of its platform and other software applications for internal use in accordance with ASC Topic 350-40, Intangibles - Goodwill and Other - Internal - Use Software . The Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. The Company stops capitalizing these costs when the software is substantially complete and ready for its intended use, including the completion of all significant testing. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three The Company exercises judgment in determining the point at which various projects may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized. To the extent that the Company can change the manner in which new features and functionalities are developed and tested related to its platform, assessing the ongoing value of capitalized assets or determining the estimated useful lives over which the costs are amortized, the amount of internal-use software development costs the Company capitalizes and amortizes could change in future periods. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company's impairment tests are based on the Company's identified reporting units within those operating segments used in the test for goodwill impairment. In conducting this impairment testing, the Company may first perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value. If not, no further goodwill impairment testing is required. If it is more likely than not that a reporting unit's fair value is less than its carrying value, or if we elect not to perform a qualitative assessment of a reporting unit, a quantitative analysis is performed, in which the fair value of the reporting unit is compared to its carrying value. If the carrying value of either reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test as of October 1, 2023. As a part of this analysis, we evaluated factors including, but not limited to, our market capitalization and stock price performance, macro-economic conditions, market and industry conditions, cost factors, the competitive environment, and the operational stability and overall financial performance of the reporting unit. The assessment indicated that it was more likely than not that the fair value of the reporting units exceeded its respective carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the accounting and reporting for the impairment of long-lived assets in accordance with the reporting requirements of ASC Topic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets |
Accrued Expenses | Accrued Expenses |
Other Long-Term Liabilities | Other Long-Term Liabilities |
Foreign Currency Translation Adjustments | Foreign Currency Translation Adjustments |
Warranty Provisions | Warranty Provisions |
Related Party Transactions | Related Party Transactions During the years ended December 31, 2022, and 2021, 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. Separately, during the year ended December 31, 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 December 31, 2023 and 2022, the Company had zero accounts payable owed to Act III Management. During the years ended December 31, 2023, 2022, and 2021 the Company paid Act III Management $0.1 million, $0.6 million, and $1.3 million respectively, in consideration for services performed under the master development agreement. |
Revenue Recognition | Revenue Recognition Restaurant/Retail The Company's revenue in the Restaurant/Retail segment is derived from three types of revenue: hardware sales, subscription services, and professional services. ASC Topic 606 : Revenue from Contracts with Customers requires the Company to distinguish and measure performance obligations under customer contracts. Contract consideration is allocated to all performance obligations within the arrangement or contract. Performance obligations that are determined not to be distinct are combined with other performance obligations until the combined unit is determined to be distinct and that combined unit is then recognized as revenue over time or at a point in time depending on when control is transferred. The Company evaluated the potential performance obligations within its Restaurant/Retail segment and evaluated whether each performance obligation met the ASC Topic 606 criteria to be considered a distinct performance obligation. Amounts invoiced in excess of revenue recognized represent deferred revenue. Contracts typically require payment within 30 to 90 days from the shipping date or installation date, depending on the Company's terms with the customer. The primary method used to estimate a stand-alone selling price, is the price that the Company charges for the particular good or service sold by the Company separately under similar circumstances to similar customers. The Company determines stand-alone selling prices for hardware and subscription services based on the price at which the Company sells the particular good or service separately in similar circumstances and to similar customers. The Company determines stand-alone selling prices for professional services by using an expected cost plus margin. Hardware Hardware revenue consists of hardware product sales and is recognized as a point in time revenue. Revenue on these items are recognized when the customer obtains control of the asset in accordance with the terms of sale. This generally occurs upon delivery to a third-party carrier for onward delivery to customer. We accept returns for hardware sales and recognize them at the time of sale as a reduction to revenue based on historical experience. Subscription Service Our subscription services consist of revenue from our SaaS solutions, related software support, and transaction-based payment processing services. SaaS solutions SaaS solution revenues consist of subscription fees from customers for access to our SaaS solutions and third party SaaS solutions and are recognized ratably over the contract period, commencing when the subscription service is made available to the customer, as the customer simultaneously receives and consumes the benefits of the Company’s performance obligations. Our contracts with customers are generally for a period ranging from 12 to 36 months. We determined we are the principal in transferring these services to the customer and recognize revenue on a gross basis. We control the services being provided to our customer, are responsible for fulfillment of the promise in our contract with the customer, and have discretion in setting the price with our customer. Software support Software support revenues include fees from customers from the sales of varying levels of basic support services which are “stand-ready obligations” satisfied over time on the basis that the customer consumes and receives a benefit from having access to the Company's support resources, when and as needed, throughout the contract term, which is generally 12 months. For this reason, the basic support services are recognized ratably over the contract term since the Company satisfies its obligation to stand ready by performing these services each day. Transaction-based payment processing Transaction-based payment processing revenues include transaction-based payment processing services for customers which are charged a transaction fee for payment processing. This transaction fee is generally calculated as a percentage of the total transaction amount processed plus a fixed per transaction fee. We satisfy our payment processing performance obligations and recognize the transaction fees as revenue net of refunds and reversals initiated by the restaurant upon authorization by the issuing bank and submission for processing. We allocate all variable fees earned from transaction-based revenue to this performance obligation on the basis that it is consistent with the ASC 606 allocation objectives. Our transaction-based payment processing contracts are primarily layered rate contracts. In layered rate contracts, we pass through the costs of interchange and card assessment and network fees to our customers, which are recorded as a reduction to revenue, and we incur processing fees, which are recorded as cost of sales. For layered rate contracts, we have concluded we are generally the principal in the performance obligation to process payments because we control the payment processing services before the customer receives them, perform authorization and fraud check procedures prior to submitting transactions for processing in the payment network, have sole discretion over which third-party acquiring payment processors we will use and are ultimately responsible to the customers for amounts owed if those acquiring payment processors do not fulfill their obligations. We generally have full discretion in setting processing prices charged to the customers. Additionally, we are obligated to comply with certain payment card network operating rules and contractual obligations under the terms of our registration as a payment facilitator and as a master merchant under our third-party acquiring payment processor agreements which make us liable for the costs of processing the transactions for our customers and chargebacks and other financial losses if such amounts cannot be recovered from the restaurant. However, specifically as it relates to the costs of interchange and card assessment and network fees, we have concluded we are the agent because we do not control pricing for these services and the costs are passed through to our customers. Professional Service Professional service revenue consists of revenues from hardware support, installations, implementations, and other professional services. Hardware support Hardware support revenues consists of fees from customers from the Company's Advanced Exchange overnight hardware replacement program, on-site support and extended warranty repair service programs and are all “stand-ready obligations” satisfied over time on the basis that the customer consumes and receives a benefit from having access to the Company's support resources, when and as needed, throughout the contract term, which is generally 12 months. For this reason, the support services are recognized ratably over the contract term since the Company satisfies its obligation to stand ready by performing these services each day. Installations Installation revenue is recognized point in time. Installation revenue is recognized when installation is complete and the customer obtains control of the related asset. The Company offers installation services to its customers for hardware for which the Company primarily hires third-party contractors to install the equipment on the Company's behalf. The Company pays third-party contractors an installation service fee based on an hourly rate agreed to by the Company and contractor. When third-party installers are used, the Company determines whether the nature of its performance obligations is to provide the specified goods or services itself (principal) or to arrange for a third-party to provide the goods or services (agent). In the Company's customer arrangements, the Company is primarily responsible for providing a good or service, has inventory risk before the good or service is transferred to the customer, and has discretion in establishing prices; as a result, the Company has concluded that it is the principal in the arrangement and records installation revenue on a gross basis. Implementations Implementation revenue includes set-up and activation fees from customers to implement our SaaS solutions. We have concluded that this service does not represent a stand-alone performance obligation and is instead tied to the performance obligation to provide the subscription service. As such, we defer and amortize related revenues and costs over the life of the contract, commencing when the subscription service is made available to the customer. Other professional services Other professional service revenue includes hardware repairs and maintenance not covered under hardware support, business process mapping, training, and other ad hoc professional services sold separately. Other professional service revenue is recognized point in time upon the completion of the service. Government PAR’s Government segment provides technical expertise and development of advanced systems and software solutions for the U.S. Department of Defense, the intelligence community and other federal agencies. Additionally, we provide support services for satellite command and control, communication, and information technology systems at several DoD facilities worldwide. The Government segment has three principal contract offerings: intelligence, surveillance, and reconnaissance solutions, mission systems operations and maintenance, and commercial software products for use in analytic and operational environments that leverage geospatial intelligence data. The Company's revenue in the Government segment is recognized over time as control is generally transferred continuously to its customers, with the exception of certain commercial software products that are transferred point in time when control transfers. Revenue generated by the Government segment is predominantly related to services; provided, however, revenue is also generated through the sale of materials, software, hardware, and maintenance. For the Government segment cost plus fixed fee contract portfolio, revenue is recognized over time using costs incurred to date to measure progress toward satisfying the Company's performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material, overhead and general and administrative expenses. Profit is recognized on the fixed fee portion of the contract as costs are incurred and invoiced. Long-term fixed price contracts involve the use of judgment to estimate the total contract revenue and costs. For long-term fixed price contracts, the Company estimates the profit on a contract as the difference between the total estimated revenue and expected costs to complete the contract, and recognizes that profit over the life of the contract. Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include: labor productivity and availability; the complexity of the work to be performed; and the performance of subcontractors. Revenue and profit in future periods of contract performance are recognized using the aforesaid assumptions, and adjusting the estimate of costs to complete a contract. Once the services provided are determined to be distinct or not distinct, the Company evaluates how to allocate the transaction price. Generally, the Government segment does not sell the same good or service to similar customers and the contract performance obligations are unique to each government solicitation. In the Government segment, when determining revenue recognition, the Company analyzes whether its performance obligations under Government contracts are satisfied over a period of time or at a point in time. In general, the Company's performance obligations are satisfied over a period of time; however, there may be circumstances where the latter or both scenarios could apply to a contract. The Company usually expects payment within 30 to 90 days from the date of service, depending on its terms with the customer. None of its contracts as of December 31, 2023 or December 31, 2022 contained a significant financing component. |
Operating Expenses Presentation Changes | Operating Expenses Presentation Changes |
Stock-Based Compensation | Stock-Based Compensation The Company measures and records compensation expense for all stock-based compensation to employees, including awards of employee stock options, restricted stock awards and restricted stock units (both time and performance vesting), in the financial statements as compensation cost over the applicable vesting periods using a straight-line expense recognition method, based on their fair value on the date of grant. The fair value of stock-based awards is determined by using the Black-Scholes option valuation model for option awards and closing price on the date of grant for restricted stock awards and restricted stock units. The Black-Scholes valuation model incorporates assumptions as to the fair value of stock price, volatility, the expected life of options or awards, a risk-free interest rate and dividend yield. In valuing stock options, significant judgment is required in determining the expected volatility of the Company's common stock and the expected life that individuals will hold their stock options prior to exercising. Expected volatility is based on the historical and implied volatility of the Company's common stock. The expected life of stock options is derived from the historical actual term of stock option grants and an estimate of future exercises during the remaining contractual period of the stock option. While volatility and estimated life are assumptions that do not bear the risk of change subsequent to the grant date of stock options, these assumptions may be difficult to measure, as they represent future expectations based on historical experience. Further, expected volatility and the expected life of stock options may change in the future, which could substantially change the grant-date fair value of future awards and, ultimately, the expense the Company records. The Company elects to account for forfeitures based on recognition in the reporting period incurred. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved. The Company expenses stock-based compensation for stock options, restricted stock awards, restricted stock units and performance awards over the requisite service period. For awards with only a service condition, the Company expenses stock-based compensation using the straight-line method over the requisite service period for the entire award. For awards with both performance and service conditions, the Company expenses the stock-based compensation on a straight-line basis over the requisite service period for each separately vesting portion of the award, taking into account the probability that the Company will satisfy the performance condition. |
Contingent Consideration | Contingent Consideration The Company determined the acquisition date fair value of contingent consideration associated with the MENU Acquisition using Monte-Carlo simulation valuation techniques, with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in ASC Topic 820, Fair Value Measurement . This valuation technique is also used to determine current fair value of any contingent consideration. The simulation uses probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent post-closing revenue focused milestones obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in the Company's consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. The MENU Acquisition resulted in an initial liability for the contingent consideration recorded in the amount of $14.2 million during 2022. The liability for the contingent consideration was established at the time of the acquisition and is evaluated quarterly based on additional information as it becomes available; any change in the fair value adjustment is recorded in the earnings of that period. During 2022, the Company recorded a $4.4 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition to $9.8 million as of December 31, 2022. During the second quarter of 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. During 2023, the Company recorded a $9.2 million adjustment to decrease the fair value of the contingent consideration liability related to the MENU Acquisition to $0.6 million as of December 31, 2023. |
Other Expense, net | Other Expense, net |
Income Taxes | Income Taxes The Company and its subsidiaries file a consolidated U.S. federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates. The provision for income taxes is based upon pretax loss with deferred income taxes provided for the temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The Company records a valuation allowance when necessary to reduce deferred tax assets to their net realizable amounts. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. |
Net Loss Per Share | Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this update for future filings. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this update for future filings. With the exception of the standards discussed above, there were no other recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2023 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | Activity related to warranty claims are as follows: December 31, 2023 December 31, 2022 (in thousands) Beginning balance $ 722 $ 762 Adjustments to reserve 40 184 Warranty claims settled (112) (224) Ending balance $ 650 $ 722 |
Schedule of Cash, Cash Equivalents, and Cash Held on Behalf of Customer | Cash and cash equivalents and cash held on behalf of customers consist of the following: (in thousands) December 31, 2023 December 31, 2022 Cash and cash equivalents Cash $ 37,329 $ 18,856 Money market funds 40 51,472 Cash held on behalf of customers 10,170 7,205 Total cash, cash equivalents, and cash held on behalf of customers $ 47,539 $ 77,533 |
Schedule of Short-Term Investment | The carrying value of investment securities consist of the following: (in thousands) December 31, 2023 December 31, 2022 Short-term investments Treasury bills and notes $ 37,194 $ 40,290 Total Short-term Investments $ 37,194 $ 40,290 |
Schedule of Reconciliation of Weighted Average Shares Outstanding for the Basic and Diluted Loss Per Share | The following is a reconciliation of the weighted average shares outstanding for the basic and diluted loss per share computations: December 31, (in thousands, except per share data) 2023 2022 2021 Net loss $ (69,752) $ (69,319) $ (75,799) Basic: Weighted average common shares 27,552 27,152 25,088 Loss per common share, basic $ (2.53) $ (2.55) $ (3.02) Diluted: Weighted average common shares 27,552 27,152 25,088 Loss per common share, diluted $ (2.53) $ (2.55) $ (3.02) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 following table presents management's final purchase price allocation for the Punchh Acquisition: (in thousands) Purchase price allocation Cash $ 22,714 Accounts receivable 10,214 Property and equipment 592 Lease right-of-use assets 2,473 Developed technology 84,600 Customer relationships 7,500 Trade name 5,800 Indemnification assets 2,109 Prepaid and other acquired assets 2,764 Goodwill 415,055 Total assets $ 553,821 Accounts payable and accrued expenses 15,617 Deferred revenue 10,298 Loan payables 3,508 Lease liabilities 2,787 Indemnification liabilities 2,109 Deferred taxes 11,794 Consideration paid $ 507,708 |
Schedule of Pro Forma Financial Information | The following table summarizes the Company's unaudited pro forma results of operations: (in thousands) Year Ended Total revenue $ 291,596 Net loss (79,079) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | Deferred revenue attributable to each of the Company's reporting segments is as follows: December 31, 2023 December 31, 2022 (in thousands) Current Non-current Current Non-current Restaurant/Retail $ 7,250 $ 4,204 $ 8,459 $ 5,125 Government — — — — Total $ 7,250 $ 4,204 $ 8,459 $ 5,125 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 (refer to "Note 2 - Acquisitions") — 443 Recognition of deferred revenue (23,770) (37,690) Deferral of revenue 21,640 30,785 Ending balance - December 31 $ 11,454 $ 13,584 (in thousands) Next 12 months $ 179,568 Months 13-24 105,609 Months 25-36 19,508 Thereafter 21,301 Total $ 325,986 |
Schedule of Disaggregated Revenue | Disaggregated revenue is as follows: Year Ended December 31, 2023 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 103,391 $ — $ — $ — Subscription service — 122,597 — — Professional service 21,565 29,161 — — Mission systems — — — 35,583 Intelligence, surveillance, and reconnaissance solutions — — — 102,153 Commercial software — — 710 663 Total $ 124,956 $ 151,758 $ 710 $ 138,399 Year Ended December 31, 2022 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 114,410 $ — $ — $ — Subscription service — 97,499 — — Professional service 20,937 29,501 — — Mission systems — — — 35,458 Intelligence, surveillance, and reconnaissance solutions — — — 56,141 Commercial software — — 1,132 717 Total $ 135,347 $ 127,000 $ 1,132 $ 92,316 Year Ended December 31, 2021 (in thousands) Restaurant/Retail Point in Time Restaurant/Retail Over Time Government Point in Time Government Over Time Hardware $ 105,014 $ — $ — $ — Subscription service — 62,649 — — Professional service 18,166 24,522 — — Mission systems — — — 38,311 Intelligence, surveillance, and reconnaissance solutions — — — 33,188 Commercial software — — 505 521 Total $ 123,180 $ 87,171 $ 505 $ 72,020 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Cost and Supplemental Cash Flow Information Related to Leases | Year Ended December 31, (in thousands) 2023 2022 2021 Total lease expense $ 2,002 $ 2,415 $ 2,350 Supplemental cash flow information related to leases is as follows: December 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 1,821 $ 2,293 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,534 $ 1,597 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: December 31, 2023 2022 Weighted-average remaining lease term 4.1 years 4.5 years Weighted-average discount rate 4.0 % 4.0 % |
Future Minimum Lease Payments, Operating | The following table summarizes future lease payments for operating leases at December 31, 2023: (in thousands) Operating leases 2024 $ 1,556 2025 1,225 2026 697 2027 383 2028 208 Thereafter 533 Total lease payments 4,602 Less: portion representing imputed interest (417) Total $ 4,185 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | The Company's net accounts receivables consist of: (in thousands) 2023 2022 Government segment $ 20,703 $ 17,320 Restaurant/Retail segment 42,679 42,640 Accounts receivable, net $ 63,382 $ 59,960 |
Schedule of Accounts Receivable, Allowance for Credit Loss | The following table presents changes in the current expected credit loss during the years ended December 31: (in thousands) 2023 2022 Beginning balance - January 1 $ 2,134 $ 1,306 Provisions 579 1,204 Write-offs (764) (376) Ending balance - December 31 $ 1,949 $ 2,134 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory, net consist of the following: December 31, (in thousands) 2023 2022 Finished goods $ 13,564 $ 21,998 Work in process 216 383 Component parts 9,147 13,749 Service parts 667 1,464 Inventories, net $ 23,594 $ 37,594 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Components of Property, Plant and Equipment, Net, Excluding Discontinued Operations | The components of property, plant and equipment, net, are: December 31, (in thousands) 2023 2022 Land $ 199 $ 199 Building and improvements 8,124 8,176 Rental property 2,749 2,749 Software 17,175 12,393 Furniture and equipment 14,885 13,902 Construction in process 228 181 43,360 37,600 Less accumulated depreciation (27,605) (24,639) $ 15,755 $ 12,961 |
Identifiable Intangible Asset_2
Identifiable Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Identifiable Intangible Assets | The components of identifiable intangible assets are: December 31, (in thousands) 2023 2022 Estimated Useful Life Weighted-Average Amortization Period Acquired developed technology $ 119,800 $ 119,800 3 - 7 years 4.40 years Internally developed software costs 36,876 32,274 3 years 1.95 years Customer relationships 14,510 12,360 7 years 4.60 years Trade names 1,410 1,410 2 - 5 years 1.00 year Non-competition agreements 30 30 1 year 1.00 year 172,626 165,874 Impact of currency translation on intangible assets 1,399 304 Less: accumulated amortization (88,259) (63,386) $ 85,766 $ 102,792 Internally developed software costs not meeting general release threshold 2,886 2,105 Trademarks, trade names (non-amortizable) 6,200 6,200 Indefinite $ 94,852 $ 111,097 |
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 costs not meeting the general release threshold, is as follows (in thousands): 2024 $ 23,065 2025 21,477 2026 18,857 2027 15,193 2028 7,174 Thereafter — Total $ 85,766 |
Schedule of Amortization Expense | Amortization expense for identifiable intangible assets was allocated as follows: (in thousands) 2023 2022 2021 Amortization of acquired developed technology $ 16,281 $ 15,307 $ 11,978 Amortization of internally developed software 6,548 6,737 5,411 Amortization of identifiable intangible assets recorded in cost of sales $ 22,829 $ 22,044 $ 17,389 Amortization expense recorded in operating expense 1,858 1,863 1,825 Impact of currency translation on intangible assets (909) (304) — |
Schedule of Goodwill | The following table presents the goodwill activities for the periods presented: (in thousands) Beginning balance - December 31, 2021 $ 457,306 Q1 2022 Acquisition 1,212 MENU Acquisition 28,495 Punchh Acquisition ASC 805 measurement period adjustment (1,085) Foreign currency translation 834 Balance - December 31, 2022 486,762 Foreign currency translation 2,892 Ending balance - December 31, 2023 $ 489,654 Refer to "Note 2 - Acquisitions" for additional information on goodwill recognized in acquisitions |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2023: (in thousands) 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 120,000 $ 265,000 $ 385,000 Unamortized debt issuance cost (1,811) (5,542) (7,353) Total notes payable $ 118,189 $ 259,458 $ 377,647 The following table summarizes information about the net carrying amounts of long-term debt as of December 31, 2022: (in thousands) 2024 Notes 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 13,750 $ 120,000 $ 265,000 $ 398,750 Unamortized debt issuance cost (257) (2,511) (6,790) (9,558) Total notes payable $ 13,493 $ 117,489 $ 258,210 $ 389,192 |
Summary of Equity and Liability Components of the Notes | The following table summarizes interest expense recognized on the 2024 Notes and Senior Notes: Year Ended December 31, (in thousands) 2023 2022 2021 Contractual interest expense $ 7,627 $ 8,036 $ 9,420 Accretion of debt in interest expense 2,205 1,997 8,726 Total interest expense $ 9,832 $ 10,033 $ 18,146 |
Schedule of Maturities of Long-term Debt | The following table summarizes the future principal payments for the Senior Notes as of December 31, 2023 (in thousands): 2024 $ — 2025 — 2026 120,000 2027 265,000 2028 — Thereafter — Total $ 385,000 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Assumptions for Fair Value of Options at the Date of the Grant | Issuance date fair value of the Warrant was determined to be $14.3 million based on using the Black-Scholes model with the following assumptions: Expected term 5.0 years Risk free interest rate 0.85 % Expected volatility 53.78 % Expected dividend yield None Fair value (per warrant) $ 28.65 The fair value of options at the date of the grant was estimated using the Black-Scholes model with the following assumptions for the period ending December 31, 2021: 2021 Expected option life 3.1 years Weighted average risk-free interest rate 0.4 % Weighted average expected volatility 56.5 % Expected dividend yield None |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Information With Respect to Stock Options | The below tables present information with respect to stock options : (in thousands, except for exercise price) Number of Shares Weighted Aggregate Outstanding at January 1, 2023 1,029 $ 12.82 Options exercised (97) 10.73 Options canceled/forfeited (12) 13.40 Outstanding at December 31, 2023 920 $ 13.04 $ 28,053 Vested and expected to vest at December 31, 2023 920 $ 13.04 $ 28,046 Total shares exercisable at December 31, 2023 898 $ 13.12 $ 27,299 Shares remaining available for future grant — (in thousands, except for grant date fair value) 2023 2022 2021 Option expense recorded, in thousands, for the year ended December 31, $ 2,814 $ 5,664 $ 9,585 Weighted average grant date fair value $ — $ — $ 60.48 Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, $ 2,700 $ 4,000 $ 6,000 Cash received for options exercised $ 1,069 $ 1,286 $ 1,156 |
Schedule of Assumptions for Fair Value of Options at the Date of the Grant | Issuance date fair value of the Warrant was determined to be $14.3 million based on using the Black-Scholes model with the following assumptions: Expected term 5.0 years Risk free interest rate 0.85 % Expected volatility 53.78 % Expected dividend yield None Fair value (per warrant) $ 28.65 The fair value of options at the date of the grant was estimated using the Black-Scholes model with the following assumptions for the period ending December 31, 2021: 2021 Expected option life 3.1 years Weighted average risk-free interest rate 0.4 % Weighted average expected volatility 56.5 % Expected dividend yield None |
Schedule of Share-based Compensation by Exercise Price Range | Stock options outstanding at December 31, 2023 are summarized as follows: Range of exercise prices Number outstanding (in thousands) Weighted average remaining life $0.73 - $35.26 920 5.95 years |
Summary of Restricted Stock Awards Activity | Current year activity with respect to the Company’s non-vested RSUs is as follows: (in thousands, except weighted average fair value) Shares Weighted Average grant- date fair value Balance at January 1, 2023 512 $ 35.96 Granted 625 35.74 Vested (210) 34.10 Canceled/forfeited (88) 38.17 Balance at December 31, 2023 839 $ 35.83 The below table presents information with respect to RSUs : (in thousands) 2023 2022 2021 Service-based RSU $ 9,325 $ 6,775 $ 3,353 Performance-based RSU 2,257 836 839 Total stock-based compensation expense related to RSUs $ 11,582 $ 7,611 $ 4,192 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Benefit From Provision for Income Taxes From Continuing Operations | The provision for (benefit from) income taxes consists of: Year Ended December 31, (in thousands) 2023 2022 2021 Current income tax: Federal $ — $ — $ — State 642 784 408 Foreign 1,149 840 585 1,791 1,624 993 Deferred income tax: Federal 59 (221) (9,001) State 138 (151) (1,416) 197 (372) (10,417) Provision for (benefit from) income taxes $ 1,988 $ 1,252 $ (9,424) |
Components of Loss Before Income Taxes | The components of net loss before income taxes consisted of the following: 2023 2022 2021 United States $ (53,965) $ (63,068) $ (85,391) International (13,799) (4,999) 168 Total net loss before income taxes $ (67,764) $ (68,067) $ (85,223) |
Summary of Deferred Tax Assets and Liabilities | Deferred tax (liabilities) assets are comprised of the following at: December 31, 2023 2022 Deferred tax liabilities: Operating lease assets $ (989) $ (344) Software development costs (1,394) (1,534) Intangible assets (17,172) (19,803) 481(a) adjustment (1,466) — Depreciation on property, plant and equipment (1,269) (1,428) Gross deferred tax liabilities (22,290) (23,109) Deferred tax assets: Allowances for bad debts and inventory 2,539 3,213 Capitalized inventory costs 223 300 Employee benefit accruals 7,773 4,628 Interest expense limitation under section 163 (j) 6,501 6,089 Operating lease liabilities 1,015 373 Federal net operating loss carryforward 38,357 40,212 State net operating loss carryforward 8,403 8,866 Foreign net operating loss carryforward 4,406 2,008 Federal and state tax credit carryforwards 14,804 13,364 R&D capitalization 22,108 11,297 Other 3,274 3,963 Gross deferred tax assets 109,403 94,313 Less valuation allowance (87,943) (71,837) Non-current net deferred tax liabilities $ (830) $ (633) |
Schedule of Effective Income Tax Rate Reconciliation | The following table reconciles the Company's effective tax rate from the U.S. federal statutory tax rate of 21%: Year Ended December 31, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State taxes, net of federal benefit (1.0) (0.7) 1.3 Contingent consideration revaluation 2.9 1.4 — Nondeductible expenses (0.2) (0.5) (0.8) Tax credits (including R&D) 1.8 1.5 1.7 Foreign income tax rate differential (5.8) (2.6) (0.5) Stock based compensation (1.4) (1.4) (0.7) Valuation allowance (20.0) (20.5) (10.7) Other (0.2) (0.1) (0.3) (2.9) % (1.9) % 11.0 % |
Segment and Related Informati_2
Segment and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information of the Company's Segments | Information as to the Company’s segments is set forth in the tables below: Year Ended December 31, (in thousands) 2023 2022 2021 Revenues: Restaurant/Retail $ 276,714 $ 262,347 $ 210,351 Government 139,109 93,448 72,525 Total $ 415,823 $ 355,795 $ 282,876 Operating (loss) income: Restaurant/Retail $ (68,387) $ (65,559) $ (59,682) Government 8,678 7,527 5,801 Total (59,709) (58,032) (53,881) Other expense, net (489) (1,224) (1,279) Loss on extinguishment of debt (635) — (11,916) Interest expense, net (6,931) (8,811) (18,147) Loss before provision for (benefit from) income taxes $ (67,764) $ (68,067) $ (85,223) Depreciation, amortization and accretion: Restaurant/Retail $ 29,219 $ 27,640 $ 29,766 Government 467 452 380 Total $ 29,686 $ 28,092 $ 30,146 Capital expenditures including software costs: Restaurant/Retail $ 10,541 $ 7,498 $ 7,576 Government 499 227 711 Total $ 11,040 $ 7,725 $ 8,287 Revenues by country: United States $ 392,224 $ 336,201 $ 262,164 International 23,599 19,594 20,712 Total $ 415,823 $ 355,795 $ 282,876 Year Ended December 31, (in thousands) 2023 2022 Total assets: Restaurant/Retail $ 694,568 $ 722,958 Government 24,475 21,443 Other 83,563 110,457 Total $ 802,606 $ 854,858 Goodwill: Restaurant/Retail $ 488,918 $ 486,026 Government 736 736 Total $ 489,654 $ 486,762 |
Schedule of Identifiable Assets by Geographic Area | Assets by country based on the location of the asset were: December 31, 2023 2022 United States $ 767,894 $ 809,437 International 34,712 45,421 Total $ 802,606 $ 854,858 |
Schedule of Revenue by Major Customers | Customers comprising 10% or more of the Company’s total revenues are summarized as follows: December 31, 2023 2022 2021 Restaurant/Retail segment: Yum! Brands, Inc. 9 % 10 % 11 % McDonald’s Corporation 8 % 12 % 12 % Government segment: U.S. Department of Defense 33 % 26 % 26 % All Others 50 % 52 % 51 % 100 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of the Company's Level 3 Liabilities , That Are Measured Using Significant Unobservable Inputs (Level 3) | The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for fiscal year 2023: (in thousands) December 31, 2021 $ — New contingent consideration 14,200 Change in fair value of contingent consideration (4,400) Balance at December 31, 2022 9,800 Change in fair value of contingent consideration (9,200) Balance at December 31, 2023 $ 600 |
Fair Value, Liabilities Measured on Recurring Basis | The following tables provide quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: December 31, 2023 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue based payments $ 5,600 $ 600 Monte Carlo Revenue volatility 25.0 % Discount rate 11.5 % Projected year of payments 2024 (1) Maximum payout as determined by Monte Carlo valuation simulation; the disclosed contingency is not subject to a contractual maximum payout. December 31, 2022 Contingency Type Maximum Payout (1) (undiscounted) (in thousands) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue and EBITDA based payments $ 33,900 $ 9,800 Monte Carlo Revenue volatility 25.0 % Gross profit volatility 40.0 % Discount rate 13.5 % Projected year of payments 2024 (1) Maximum payout as determined by Monte Carlo valuation simulation; the disclosed contingency is not subject to a contractual maximum payout. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Oct. 06, 2023 shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2023 USD ($) reporting_unit shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jul. 25, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||
Number of operating segments (in reporting units) | reporting_unit | 2 | ||||||
Deferred costs and other assets | $ 7,400,000 | $ 8,800,000 | $ 7,400,000 | ||||
Deferred commission | 1,200,000 | 2,600,000 | 1,200,000 | ||||
Amortization of deferred implementation cost | 4,500,000 | 2,400,000 | $ 400,000 | ||||
Amortization of deferred commissions | 900,000 | 600,000 | 200,000 | ||||
Life insurance balance | 3,200,000 | $ 3,300,000 | 3,200,000 | ||||
Estimated useful life | 3 years | ||||||
Impairment of long-lived assets | $ 1,300,000 | 0 | 0 | ||||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and development | ||||||
Deferred compensation liability | 1,700,000 | $ 1,400,000 | 1,700,000 | ||||
Accrued payroll taxes | $ 0 | 0 | 0 | ||||
Accrued salaries and benefits | 168,000 | 1,361,000 | (270,000) | ||||
Adjustment to contingent consideration liability | (9,200,000) | (4,400,000) | 0 | ||||
Proceeds from insurance settlement | $ 500,000 | $ 0 | $ 4,400,000 | ||||
Conversion of shares converted (in shares) | shares | 497,376 | 3,700,272 | 4,732,132 | ||||
Notes conversion (in dollars per share) | $ / shares | $ 30.8356 | $ 30.8356 | $ 17.8571 | ||||
Payments for Other Taxes | $ 1,900,000 | $ 1,900,000 | |||||
Stock Options | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Incremental shares excluded from computation of diluted earnings per share (in shares) | shares | 920,403 | 1,029,417 | 1,305,881 | ||||
Restricted Stock | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Incremental shares excluded from computation of diluted earnings per share (in shares) | shares | 839,455 | 512,416 | 418,084 | ||||
Professional service | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Support contract timing | 12 months | ||||||
Developed technology | Director | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Accounts payable | $ 0 | $ 0 | $ 0 | ||||
Master Development Agreement | Director | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Amount paid for services to Act III Management | 100,000 | 600,000 | $ 1,300,000 | ||||
MENU Acquisition | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Contingent consideration liability | 9,800,000 | 600,000 | 9,800,000 | $ 14,200,000 | $ 14,200,000 | ||
Adjustment to contingent consideration liability | 4,400,000 | (9,200,000) | |||||
Accounts Payable and Accrued Liabilities | MENU Acquisition | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Contingent consideration liability | 0 | 600,000 | 0 | ||||
Other Noncurrent Liabilities | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Accrued payroll taxes | 3,800,000 | ||||||
Other Noncurrent Liabilities | MENU Acquisition | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Contingent consideration liability | $ 9,800,000 | $ 0 | $ 9,800,000 | ||||
Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 3 years | ||||||
Estimated useful life | 3 years | ||||||
Warranty period | 12 months | ||||||
Minimum | Subscription service | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payment period | 12 months | ||||||
Minimum | Restaurant/Retail | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payment period | 30 days | ||||||
Minimum | Government | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payment period | 30 days | ||||||
Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful lives | 40 years | ||||||
Estimated useful life | 7 years | ||||||
Warranty period | 36 months | ||||||
Maximum | Subscription service | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payment period | 36 months | ||||||
Maximum | Restaurant/Retail | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payment period | 90 days | ||||||
Maximum | Government | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payment period | 90 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Cash Held on Behalf of Customer (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash | $ 37,329 | $ 18,856 | ||
Money market funds | 40 | 51,472 | ||
Cash held on behalf of customers | 10,170 | 7,205 | $ 0 | |
Total cash, cash equivalents, and cash held on behalf of customers | $ 47,539 | $ 77,533 | $ 188,419 | $ 180,686 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 37,194 | $ 40,290 |
Treasury bills and notes | ||
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 37,194 | $ 40,290 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Product Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward] | |||
Beginning balance | $ 650 | $ 722 | $ 762 |
Adjustments to reserve | 40 | 184 | |
Warranty claims settled | (112) | (224) | |
Ending balance | $ 650 | $ 722 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Reconciliation of Weighted Average Shares Outstanding for the Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net loss | $ (69,752) | $ (69,319) | $ (75,799) |
Basic: | |||
Weighted average common shares (in shares) | 27,552 | 27,152 | 25,088 |
Loss from per common share, basic (in dollars per share) | $ (2.53) | $ (2.55) | $ (3.02) |
Diluted: | |||
Weighted average common shares (in shares) | 27,552 | 27,152 | 25,088 |
Loss per common share, diluted (in dollars per share) | $ (2.53) | $ (2.55) | $ (3.02) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Jul. 25, 2022 USD ($) $ / shares shares | Apr. 08, 2021 USD ($) intangibleAsset $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 $ / shares shares | |
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 3 years | 3 years | |||||||
Warrant to purchase shares of common stock (in shares) | shares | 500,000 | 3,975 | 3,975 | ||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 76.50 | $ 75.90 | $ 75.90 | ||||||
Expected term | 5 years | ||||||||
Remaining indemnification assets | $ 2,200 | ||||||||
Reduction of cash consideration | 3,500 | ||||||||
Increase in fair value of equity consideration | 1,600 | ||||||||
Decrease in value of intangible assets | 3,600 | ||||||||
Decrease in net deferred tax liability | 3,100 | ||||||||
Net reduction in goodwill | 1,500 | ||||||||
Other adjustments | $ 300 | ||||||||
Number of acquired intangible assets | intangibleAsset | 3 | ||||||||
(Provision for) benefit from income taxes | $ (1,988) | $ (1,252) | 9,424 | ||||||
Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible assets acquired | $ 2,200 | ||||||||
Estimated useful life | 7 years | 7 years | |||||||
MENU Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interest acquired of limited liability company | 100% | ||||||||
Business acquisition, purchase price | $ 18,400 | ||||||||
Business acquisition, cash paid | $ 6,300 | ||||||||
Equity interest issued (in shares) | shares | 162,917 | ||||||||
Business acquisition, share price (in dollar per share) | $ / shares | $ 38.67 | ||||||||
Contingent consideration liability | $ 14,200 | $ 600 | $ 600 | 9,800 | $ 14,200 | ||||
Escrow deposit | $ 3,000 | ||||||||
Term of escrow deposit | 18 months | ||||||||
Transaction costs | 1,100 | ||||||||
Increase in goodwill due to acquisition | 28,495 | ||||||||
MENU Acquisition | Developed technology rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 7 years | ||||||||
Q1 2022 Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Increase in goodwill due to acquisition | 1,200 | 1,212 | |||||||
Punchh Acquisition ASC 805 measurement period adjustment | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of interest acquired of limited liability company | 100% | ||||||||
Business acquisition, purchase price | $ 507,700 | ||||||||
Business acquisition, cash paid | $ 397,500 | ||||||||
Equity interest issued (in shares) | shares | 1,493,130 | ||||||||
Escrow deposit | $ 6,000 | 2,100 | |||||||
Term of escrow deposit | 18 months | ||||||||
Average share price used in consideration transferred (in dollars per share) | $ / shares | $ 68 | ||||||||
Consideration paid, equity issued | $ 101,500 | ||||||||
Additional common stock reserved for options (in shares) | shares | 112,204 | ||||||||
Fair value of fully vested option awards | $ 8,700 | ||||||||
Reserve of common shares for equity consideration (in shares) | shares | 1,594,202 | ||||||||
Fair value of equity consideration | $ 110,200 | ||||||||
Acquisition-related expenses | 3,600 | ||||||||
Principal amount of notes outstanding | 180,000 | ||||||||
Sale of stock, consideration received on transaction | $ 160,000 | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 76.50 | $ 75.90 | |||||||
Expected term | 5 years | ||||||||
Funds distributed from escrow account for indemnification obligations | $ 3,800 | ||||||||
Portion received from escrow for settlement of post-closing obligations | 3,500 | ||||||||
Escrow funds released to former acquiree shareholders | 300 | ||||||||
Remaining indemnification liabilities | 2,200 | ||||||||
Net reduction in goodwill | 1,100 | ||||||||
Adjustment to deferred revenue | 800 | ||||||||
Reduction adjustment of indemnification assets | 100 | ||||||||
Reduction adjustment of indemnification liabilities | $ 100 | ||||||||
Loan payables | 3,508 | ||||||||
Unfavorable lease obligation | 300 | ||||||||
Deferred taxes | 11,794 | ||||||||
(Provision for) benefit from income taxes | $ 10,400 | ||||||||
Revenue of acquiree | $ 27,700 | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Paycheck Protection Program, CARES Act | |||||||||
Business Acquisition [Line Items] | |||||||||
Loan payables | $ 3,300 | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Director | |||||||||
Business Acquisition [Line Items] | |||||||||
Warrant to purchase shares of common stock (in shares) | shares | 500,000 | 3,975 | |||||||
Punchh Acquisition ASC 805 measurement period adjustment | Developed technology rights | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 7 years | ||||||||
Estimated useful lives | 7 years | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Developed technology rights | Revenue-based WACC(2) | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value measurement input | 11% | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful lives | 7 years | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Customer relationships | Revenue-based WACC(2) | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value measurement input | 11% | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Customer relationships | Annual attrition rate | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value measurement input | 5% | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Trade names | Revenue-based WACC(2) | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value measurement input | 11% | ||||||||
Punchh Acquisition ASC 805 measurement period adjustment | Trade names | Relief from royalty rate | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value measurement input | 1% |
Acquisitions - Recognized Ident
Acquisitions - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 25, 2022 | Dec. 31, 2021 | Apr. 08, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 489,654 | $ 486,762 | $ 457,306 | ||
MENU Acquisition | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | $ 843 | ||||
Accounts receivable | 209 | ||||
Property and equipment | 204 | ||||
Prepaid and other acquired assets | 221 | ||||
Goodwill | 28,495 | ||||
Total assets | 40,672 | ||||
Accounts payable and accrued expenses | 1,300 | ||||
Deferred revenue | 443 | ||||
Earn-out liability | 14,200 | ||||
Consideration paid | 24,729 | ||||
MENU Acquisition | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | $ 10,700 | ||||
Punchh Acquisition ASC 805 measurement period adjustment | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | $ 22,714 | ||||
Accounts receivable | 10,214 | ||||
Property and equipment | 592 | ||||
Lease right-of-use assets | 2,473 | ||||
Indemnification assets | 2,109 | ||||
Prepaid and other acquired assets | 2,764 | ||||
Goodwill | 415,055 | ||||
Total assets | 553,821 | ||||
Accounts payable and accrued expenses | 15,617 | ||||
Deferred revenue | 10,298 | ||||
Loan payables | 3,508 | ||||
Lease liabilities | 2,787 | ||||
Indemnification liabilities | 2,109 | ||||
Deferred taxes | 11,794 | ||||
Consideration paid | 507,708 | ||||
Punchh Acquisition ASC 805 measurement period adjustment | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 84,600 | ||||
Punchh Acquisition ASC 805 measurement period adjustment | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 7,500 | ||||
Punchh Acquisition ASC 805 measurement period adjustment | Trade names | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | $ 5,800 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Punchh Acquisition ASC 805 measurement period adjustment $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Total revenue | $ 291,596 |
Net loss | $ (79,079) |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 11,454 | $ 13,584 | $ 20,046 |
Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 325,986 | 333,900 | |
Current under one year | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 7,250 | 8,459 | |
Current under one year | Restaurant/Retail | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 7,250 | 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 | 4,204 | 5,125 | |
Non-current over one year | Restaurant/Retail | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | 4,204 | 5,125 | |
Non-current over one year | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Customer deposits | $ 2,100 | $ 2,100 | |
Performance obligations | $ 11,454 | 13,584 | $ 20,046 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 60 months | ||
Performance obligations, percentage | 100% | ||
Non-current over one year | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | $ 4,204 | 5,125 | |
Non-current over one year | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 36 months | ||
Restaurant/Retail | |||
Disaggregation of Revenue [Line Items] | |||
Recognition of deferred revenue | $ 8,500 | 13,800 | |
Restaurant/Retail | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 48 months | ||
Performance obligations, percentage | 38% | ||
Restaurant/Retail | Non-current over one year | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | $ 4,204 | 5,125 | |
Government | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | 325,986 | 333,900 | |
Funded performance obligations | $ 73,200 | 86,500 | |
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations | $ 179,568 | ||
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations | $ 105,609 | ||
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | 1 year | ||
Performance obligations | $ 19,508 | ||
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations, period | |||
Performance obligations | $ 21,301 | ||
Government | Non-current over one year | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations | $ 0 | $ 0 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue for Long-term (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation [Roll Forward] | ||
Beginning balance - January 1 | $ 13,584 | $ 20,046 |
Acquired deferred revenue | 0 | 443 |
Recognition of deferred revenue | (23,770) | (37,690) |
Deferral of revenue | 21,640 | 30,785 |
Ending balance - December 31 | $ 11,454 | $ 13,584 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 11,454 | $ 13,584 | $ 20,046 |
Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 325,986 | $ 333,900 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations, period | 60 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 179,568 | ||
Performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 105,609 | ||
Performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 19,508 | ||
Performance obligations, period | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Government | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Performance obligations | $ 21,301 | ||
Performance obligations, period |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 415,823 | $ 355,795 | $ 282,876 |
Hardware | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 103,391 | 114,410 | 105,014 |
Subscription service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 122,597 | 97,499 | 62,649 |
Professional service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 50,726 | 50,438 | 42,688 |
Restaurant/Retail | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 124,956 | 135,347 | 123,180 |
Restaurant/Retail | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 151,758 | 127,000 | 87,171 |
Restaurant/Retail | Hardware | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 103,391 | 114,410 | 105,014 |
Restaurant/Retail | Hardware | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Subscription service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Subscription service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 122,597 | 97,499 | 62,649 |
Restaurant/Retail | Professional service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 21,565 | 20,937 | 18,166 |
Restaurant/Retail | Professional service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 29,161 | 29,501 | 24,522 |
Restaurant/Retail | Mission systems | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Mission systems | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Intelligence, surveillance, and reconnaissance solutions | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Intelligence, surveillance, and reconnaissance solutions | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Commercial software | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Restaurant/Retail | Commercial software | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 710 | 1,132 | 505 |
Government | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 138,399 | 92,316 | 72,020 |
Government | Hardware | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Hardware | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Subscription service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Subscription service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Professional service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Professional service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Mission systems | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Mission systems | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 35,583 | 35,458 | 38,311 |
Government | Intelligence, surveillance, and reconnaissance solutions | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | 0 | 0 |
Government | Intelligence, surveillance, and reconnaissance solutions | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 102,153 | 56,141 | 33,188 |
Government | Commercial software | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 710 | 1,132 | 505 |
Government | Commercial software | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 663 | $ 717 | $ 521 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 9 years |
Leases - Lease Cost and Supplem
Leases - Lease Cost and Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Lease, Cost | $ 2,002 | $ 2,415 | $ 2,350 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from leases | 1,821 | 2,293 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 1,534 | $ 1,597 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases | ||
Total lease right-of-use assets | $ 4,083 | $ 4,061 |
Weighted-average remaining lease term | 4 years 1 month 6 days | 4 years 6 months |
Weighted-average discount rate | 4% | 4% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating leases | |
2024 | $ 1,556 |
2025 | 1,225 |
2026 | 697 |
2027 | 383 |
2028 | 208 |
Thereafter | 533 |
Total lease payments | 4,602 |
Less: portion representing imputed interest | (417) |
Total | $ 4,185 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable – net | $ 63,382 | $ 59,960 |
Government | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable – net | 20,703 | 17,320 |
Restaurant/Retail | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable – net | $ 42,679 | $ 42,640 |
Accounts Receivable, Net - Narr
Accounts Receivable, Net - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Allowances for doubtful accounts | $ 1.9 | $ 2.1 |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 2,100 | ||
Provisions | 579 | $ 1,204 | $ 1,290 |
Ending balance | 1,900 | 2,100 | |
Restaurant/Retail | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | 2,134 | 1,306 | |
Provisions | 579 | 1,204 | |
Write-offs | (764) | (376) | |
Ending balance | $ 1,949 | $ 2,134 | $ 1,306 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Component of inventory use in hospitality product [Abstract] | ||
Finished goods | $ 13,564 | $ 21,998 |
Work in process | 216 | 383 |
Component parts | 9,147 | 13,749 |
Service parts | 667 | 1,464 |
Inventories, net | 23,594 | 37,594 |
Recorded inventory write-downs | $ 9,000 | $ 10,900 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Components of Property, Plant and Equipment, Net, Excluding Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross assets | $ 43,360 | $ 37,600 |
Less accumulated depreciation | (27,605) | (24,639) |
Property, plant and equipment, net | 15,755 | 12,961 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 199 | 199 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 8,124 | 8,176 |
Rental property | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 2,749 | 2,749 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 17,175 | 12,393 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | 14,885 | 13,902 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Gross assets | $ 228 | $ 181 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense recorded | $ 2.9 | $ 3.3 | $ 2.3 |
Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 40 years | ||
Building and improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 15 years | ||
Building and improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 40 years | ||
Furniture and equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Furniture and equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 8 years | ||
Internally developed software costs | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Internally developed software costs | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years |
Identifiable Intangible Asset_3
Identifiable Intangible Assets and Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Capitalized software development costs | $ 4,600,000 | $ 6,500,000 |
Impairment of intangible assets | $ 0 | 0 |
Estimated Useful Life | 3 years | |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | $ 2,886,000 | $ 2,105,000 |
Identifiable Intangible Asset_4
Identifiable Intangible Assets and Goodwill - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 172,626 | $ 165,874 |
Impact of currency translation on intangible assets | 1,399 | 304 |
Less: accumulated amortization | (88,259) | (63,386) |
Total | $ 85,766 | 102,792 |
Estimated Useful Life | 3 years | |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets – net | $ 94,852 | 111,097 |
Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 7 years | |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | $ 2,886 | 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 4 months 24 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 | $ 36,876 | 32,274 |
Estimated Useful Life | 3 years | |
Weighted-Average Amortization Period | 1 year 11 months 12 days | |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 14,510 | 12,360 |
Estimated Useful Life | 7 years | |
Weighted-Average Amortization Period | 4 years 7 months 6 days | |
Trade names | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 1,410 | 1,410 |
Weighted-Average Amortization Period | 1 year | |
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_5
Identifiable Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Research and development | $ 58,356 | $ 48,643 | $ 34,579 |
Amortization of identifiable intangible assets | 1,858 | 1,863 | 1,825 |
Impact of currency translation on intangible assets | (909) | (304) | 0 |
Cost of Sales | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortization of identifiable intangible assets | 22,829 | 22,044 | 17,389 |
Amortization of Intangible Assets | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Amortization of identifiable intangible assets | 1,858 | 1,863 | 1,825 |
Acquired developed technology | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Research and development | 16,281 | 15,307 | 11,978 |
Amortization of internally developed software | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Research and development | $ 6,548 | $ 6,737 | $ 5,411 |
Identifiable Intangible Asset_6
Identifiable Intangible Assets and Goodwill - Expected Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Future amortization of intangible assets [Abstract] | ||
2024 | $ 23,065 | |
2025 | 21,477 | |
2026 | 18,857 | |
2027 | 15,193 | |
2028 | 7,174 | |
Thereafter | 0 | |
Total | $ 85,766 | $ 102,792 |
Identifiable Intangible Asset_7
Identifiable Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 457,306 | $ 486,762 | $ 457,306 |
Foreign currency translation | 2,892 | 834 | |
Goodwill, ending balance | $ 489,654 | 486,762 | |
Q1 2022 Acquisition | |||
Goodwill [Roll Forward] | |||
Acquisition | $ 1,200 | 1,212 | |
MENU Acquisition | |||
Goodwill [Roll Forward] | |||
Acquisition | 28,495 | ||
Punchh Acquisition ASC 805 measurement period adjustment | |||
Goodwill [Roll Forward] | |||
ASC 805 measurement period adjustment | $ (1,085) |
Debt - Equity and Liability Com
Debt - Equity and Liability Components of the Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 17, 2021 | Feb. 10, 2020 | Apr. 15, 2019 |
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | $ 385,000 | |||||
Unamortized debt issuance cost | (7,353) | |||||
Total notes payable | 377,647 | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | $ 398,750 | |||||
Unamortized debt issuance cost | (9,558) | |||||
Total notes payable | 389,192 | $ 385,000 | ||||
Convertible Debt | 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 13,750 | |||||
Unamortized debt issuance cost | (257) | $ (4,900) | ||||
Total notes payable | 13,493 | $ 62,400 | ||||
Convertible Debt | 2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 120,000 | 120,000 | ||||
Unamortized debt issuance cost | (1,811) | (2,511) | $ (4,200) | |||
Total notes payable | 118,189 | 117,489 | $ 93,800 | |||
Convertible Debt | 2027 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount of notes outstanding | 265,000 | 265,000 | ||||
Unamortized debt issuance cost | (5,542) | (6,790) | ||||
Total notes payable | $ 259,458 | $ 258,210 | $ 199,200 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | |||||||
Oct. 06, 2023 USD ($) | Sep. 17, 2021 USD ($) | Apr. 08, 2021 USD ($) | Feb. 10, 2020 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Apr. 15, 2019 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Treasury stock reissued (in shares) | shares | 772,423,000,000 | |||||||
Shares issued price per share (in dollars per share) | $ / shares | $ 32.43 | |||||||
Treasury stock acquired average cost per share (in dollars per share) | $ / shares | $ 3.37 | |||||||
Loss on debt extinguishment | $ 635,000 | $ 0 | $ 11,916,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.02 | $ 0.02 | ||||||
Liability, debt | $ 377,647,000 | |||||||
Issuance costs | 7,353,000 | |||||||
Interest | 8,000,000 | |||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Liability, debt | $ 389,192,000 | 385,000,000 | ||||||
Issuance costs | 9,558,000 | |||||||
2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Implied estimated effective rate | 10.20% | |||||||
2024 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 80,000,000 | |||||||
Stated interest rate | 4.50% | |||||||
Common stock to repurchased | $ 66,300,000 | |||||||
Debt settlement amount | 59,000,000 | |||||||
Settlement of equity component | 30,800,000 | |||||||
Debt instrument pay off accrued interest | 1,000,000 | |||||||
Loss on debt extinguishment | $ 600,000 | 8,100,000 | ||||||
Aggregate principal amount converted | $ 13,750,000 | |||||||
Liability, debt | 13,493,000 | $ 62,400,000 | ||||||
Equity component of notes | 17,600,000 | |||||||
Issuance costs | 257,000 | 4,900,000 | ||||||
Issuance costs, debt component | 3,800,000 | |||||||
Issuance cost, equity component | $ 1,100,000 | |||||||
2026 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 120,000,000 | |||||||
Stated interest rate | 1.50% | 2.875% | ||||||
Implied estimated effective rate | 7.30% | |||||||
Conversion ratio | 0.0232722 | |||||||
Liability, debt | $ 93,800,000 | 118,189,000 | 117,489,000 | |||||
Equity component of notes | $ 65,800,000 | 26,200,000 | ||||||
Issuance costs | 4,200,000 | 1,811,000 | 2,511,000 | |||||
Issuance costs, debt component | 3,300,000 | |||||||
Issuance cost, equity component | $ 900,000 | |||||||
Income tax benefit, equity transaction | 4,400,000 | |||||||
Release of valuation allowance classified with in stockholders' equity | 4,400,000 | |||||||
2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance cost, equity component | $ 2,100,000 | |||||||
2027 Notes | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | $ 265,000,000 | |||||||
Implied estimated effective rate | 6.50% | |||||||
Conversion ratio | 0.012987 | |||||||
Liability, debt | $ 199,200,000 | 259,458,000 | 258,210,000 | |||||
Equity component of notes | 8,300,000 | |||||||
Issuance costs | $ 5,542,000 | 6,790,000 | ||||||
Issuance costs, debt component | 6,200,000 | |||||||
Issuance cost, equity component | 2,100,000 | |||||||
Income tax benefit, equity transaction | 15,600,000 | |||||||
Release of valuation allowance classified with in stockholders' equity | 14,900,000 | |||||||
Owl Rock Term Loan | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes outstanding | 180,000,000 | $ 180,000,000 | ||||||
Debt instrument pay off accrued interest | 1,800,000 | |||||||
Loss on debt extinguishment | $ 11,900,000 | |||||||
Issuance costs | $ 9,300,000 | |||||||
Issuance discount rate | 2,000,000% | |||||||
Proceeds from issuance of debt | $ 170,700,000 | |||||||
Proceeds from exercise of stock options | $ 3,600,000 |
Debt - Summary of Information a
Debt - Summary of Information about the Equity and Liability Components of Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Accretion of debt in interest expense | $ 2,205 | $ 1,997 | $ 8,725 |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | 7,627 | 8,036 | 9,420 |
Accretion of debt in interest expense | 2,205 | 1,997 | 8,726 |
Total interest expense | $ 9,832 | $ 10,033 | $ 18,146 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total notes payable | $ 377,647 | ||
Convertible Debt | |||
Debt Instrument [Line Items] | |||
2024 | $ 0 | ||
2025 | 0 | ||
2026 | 120,000 | ||
2027 | 265,000 | ||
2028 | 0 | ||
Thereafter | 0 | ||
Total notes payable | $ 389,192 | $ 385,000 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Oct. 06, 2023 | Jul. 25, 2022 | Sep. 17, 2021 | Apr. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of shares converted (in shares) | 497,376 | 3,700,272 | 4,732,132 | |||||
Payments for common stock issuance costs | $ 0 | $ 0 | $ 6,828 | |||||
Warrant to purchase shares of common stock (in shares) | 500,000 | 3,975 | ||||||
Exercise price of warrant (in dollars per share) | $ 76.50 | $ 75.90 | ||||||
Expected term | 5 years | |||||||
Warrant | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Issue date fair value of warrant | $ 14,300 | |||||||
Public Offering | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 982,143 | |||||||
Sale of stock (in dollars per share) | $ 56 | |||||||
Sale of stock, consideration received on transaction | $ 52,500 | |||||||
Private Placement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 2,352,942 | |||||||
Sale of stock, consideration received on transaction | $ 160,000 | |||||||
Payments for common stock issuance costs | $ 4,300 | $ 6,800 | ||||||
Private Placement | PAR Act III, LLC | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 73,530 | |||||||
Sale of stock (in dollars per share) | $ 68 | |||||||
Gross purchase price | $ 5,000 | |||||||
Private Placement | T Rowe Price Associates, Inc. | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 2,279,412 | |||||||
Sale of stock (in dollars per share) | $ 68 | |||||||
Gross purchase price | $ 155,000 | |||||||
MENU Acquisition | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Equity interest issued (in shares) | 162,917 | |||||||
Punchh Acquisition ASC 805 measurement period adjustment | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Equity interest issued (in shares) | 1,493,130 | |||||||
Sale of stock, consideration received on transaction | $ 160,000 | |||||||
Exercise price of warrant (in dollars per share) | $ 76.50 | $ 75.90 | ||||||
Expected term | 5 years |
Common Stock - Fair Value of Wa
Common Stock - Fair Value of Warrants, Measurement Assumptions (Details) | Apr. 08, 2021 $ / shares |
Subsidiary, Sale of Stock [Line Items] | |
Expected term | 5 years |
Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Expected term | 5 years |
Risk free interest rate | Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Derivative measurement input | 0.0085 |
Expected volatility | Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Derivative measurement input | 0.5378 |
Fair value (per warrant) | Private Placement | |
Subsidiary, Sale of Stock [Line Items] | |
Fair value (per warrant) | $ 28.65 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option expense recorded, in thousands, for the year ended December 31, | $ 14,400 | $ 13,400 | $ 14,600 |
Stock-based compensation expense, tax benefit | 600 | 1,000 | 500 |
Unrecognized compensation expense | $ 21,100 | ||
Shares remaining available for grant (in shares) | 0 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option expense recorded, in thousands, for the year ended December 31, | $ 2,814 | $ 5,664 | $ 9,585 |
Minimum | RSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Minimum | RSA and RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Maximum | RSA | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum | RSA and RSU | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Equity Incentive Plan 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized under plan approved by directors (in shares) | 2,700,000 | ||
Equity Incentive Plan 2015 | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Equity Incentive Plan 2015 | Minimum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Equity Incentive Plan 2015 | Maximum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2021 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares remaining available for grant (in shares) | 330,000 | ||
Shares purchased for grant (in shares) | 0 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Information With Respect to Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | 1,029 |
Options exercised (in shares) | (97) |
Options forfeited (in shares) | (12) |
Ending balance (in shares) | 920 |
Vested and expected to vest at December 31, 2021 (in shares) | 920 |
Total shares exercisable as of December 31, 2021 (in shares) | 898 |
Shares remaining available for grant (in shares) | 0 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 12.82 |
Options exercised (in dollars per share) | $ / shares | 10.73 |
Options forfeited (in dollars per share) | $ / shares | 13.40 |
Ending balance (in dollars per share) | $ / shares | 13.04 |
Vested and expected to vest at December 31, 2021 (in dollars per share) | $ / shares | 13.04 |
Total shares exercisable as of December 31, 2021 (in dollars per share) | $ / shares | $ 13.12 |
Outstanding at December 31, 2023 | $ | $ 28,053 |
Vested and expected to vest at December 31, 2023 | $ | 28,046 |
Total shares exercisable at December 31, 2023 | $ | $ 27,299 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Assumptions for Fair Value of Options at the Date of the Grant (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option expense recorded, in thousands, for the year ended December 31, | $ 14,400 | $ 13,400 | $ 14,600 |
Weighted average grant date fair value (in dollar per share) | $ 0 | $ 0 | $ 60.48 |
Total intrinsic value of stock options exercised, in thousands, for the year ended December 31, | $ 2,700 | $ 4,000 | $ 6,000 |
Cash received for options exercised | 1,069 | 1,286 | $ 1,156 |
Fair value measurement assumptions | |||
Weighted average expected term (in years) | 3 years 1 month 6 days | ||
Weighted average risk-free interest rate | 0.40% | ||
Weighted average expected volatility | 56.50% | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option expense recorded, in thousands, for the year ended December 31, | $ 2,814 | $ 5,664 | $ 9,585 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Share-based Compensation by Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Lower range of exercise price (in dollars per share) | $ 0.73 |
Upper range of exercise price (in dollars per share) | $ 35.26 |
Number outstanding (in shares) | shares | 920 |
Weighted average remaining life | 5 years 11 months 12 days |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Activity With Respect to RSAs and RSUs (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average grant- date fair value | |||
Stock-based compensation | $ 14,400 | $ 13,400 | $ 14,600 |
RSU | |||
Shares | |||
Beginning balance (in shares) | 512 | ||
Restricted stock awards granted (in shares) | 625 | ||
Restricted stock awards vested (in shares) | (210) | ||
Restricted stock awards canceled/forfeited (in shares) | (88) | ||
Non-vested awards outstanding (in shares) | 839 | 512 | |
Weighted Average grant- date fair value | |||
Beginning balance (in dollars per share) | $ 35.96 | ||
Weighted average grant date fair value (in dollars per share) | 35.74 | ||
Vested (in dollars per share) | 34.10 | ||
Canceled/forfeited (in dollars per share) | 38.17 | ||
Ending balance (in dollars per share) | $ 35.83 | $ 35.96 | |
Stock-based compensation | $ 11,582 | $ 7,611 | 4,192 |
Service-based RSU | |||
Weighted Average grant- date fair value | |||
Stock-based compensation | 9,325 | 6,775 | 3,353 |
Performance-based RSU | |||
Weighted Average grant- date fair value | |||
Stock-based compensation | $ 2,257 | $ 836 | $ 839 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income tax: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 642 | 784 | 408 |
Foreign | 1,149 | 840 | 585 |
Total current | 1,791 | 1,624 | 993 |
Deferred income tax: | |||
Federal | 59 | (221) | (9,001) |
State | 138 | (151) | (1,416) |
Total deferred | 197 | (372) | (10,417) |
Provision for (benefit from) income taxes | $ 1,988 | $ 1,252 | $ (9,424) |
Income Taxes - Components of (L
Income Taxes - Components of (Loss) Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (53,965) | $ (63,068) | $ (85,391) |
International | (13,799) | (4,999) | 168 |
Loss before (provision for) benefit from income taxes | $ (67,764) | $ (68,067) | $ (85,223) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Liabilities (Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax liabilities: | ||
Operating lease assets | $ (989) | $ (344) |
Software development costs | (1,394) | (1,534) |
Intangible assets | (17,172) | (19,803) |
481(a) adjustment | (1,466) | 0 |
Depreciation on property, plant and equipment | (1,269) | (1,428) |
Gross deferred tax liabilities | (22,290) | (23,109) |
Deferred tax assets: | ||
Allowances for bad debts and inventory | 2,539 | 3,213 |
Capitalized inventory costs | 223 | 300 |
Employee benefit accruals | 7,773 | 4,628 |
Interest expense limitation under section 163 (j) | 6,501 | 6,089 |
Operating lease liabilities | 1,015 | 373 |
Federal net operating loss carryforward | 38,357 | 40,212 |
State net operating loss carryforward | 8,403 | 8,866 |
Foreign net operating loss carryforward | 4,406 | 2,008 |
Federal and state tax credit carryforwards | 14,804 | 13,364 |
R&D capitalization | 22,108 | 11,297 |
Other | 3,274 | 3,963 |
Gross deferred tax assets | 109,403 | 94,313 |
Less valuation allowance | (87,943) | (71,837) |
Non-current net deferred tax liabilities | $ (830) | $ (633) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Federal and state tax credit carryforwards | $ 14,804 | $ 13,364 | |
Capitalization of R&D expenses for tax purposes | $ 10,800 | ||
Foreign net operating loss carryforwards related to the MENU Acquisition | 3,300 | ||
Tax expense associated with deferred tax asset valuation allowance | $ 10,400 | ||
Effective income tax rate | (2.90%) | (1.90%) | 11% |
Federal statutory tax rate | 21% | 21% | 21% |
Interest Tax Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Federal and state tax credit carryforwards | $ 26,400 | ||
Capitalized Research and Development | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, DTA, increase (decrease) | 11,300 | ||
Foreign Net Operating Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, DTA, increase (decrease) | 2,000 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, DTA, increase (decrease) | 20,000 | ||
Minimum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 0 | ||
Maximum | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 49,200 | ||
Federal | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 13,300 | ||
Operating loss carryforwards | 12,600 | ||
Operating loss carryforwards for unlimited period | 170,100 | ||
State | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | 1,700 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards | $ 37,200 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21% | 21% | 21% |
State taxes, net of federal benefit | (1.00%) | (0.70%) | 1.30% |
Contingent consideration revaluation | 2.90% | 1.40% | 0% |
Nondeductible expenses | (0.20%) | (0.50%) | (0.80%) |
Tax credits (including R&D) | 1.80% | 1.50% | 1.70% |
Foreign income tax rate differential | (5.80%) | (2.60%) | (0.50%) |
Stock based compensation | (1.40%) | (1.40%) | (0.70%) |
Valuation allowance | (20.00%) | (20.50%) | (10.70%) |
Other | (0.20%) | (0.10%) | (0.30%) |
Total | (2.90%) | (1.90%) | 11% |
Segment and Related Informati_3
Segment and Related Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (in reporting units) | 2 |
Segment and Related Informati_4
Segment and Related Information - Information of the Company's Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 415,823 | $ 355,795 | $ 282,876 |
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | (59,709) | (58,032) | (53,881) |
Other expense, net | (489) | (1,224) | (1,279) |
Loss on extinguishment of debt | (635) | 0 | (11,916) |
Interest expense, net | (6,931) | (8,811) | (18,147) |
Loss before (provision for) benefit from income taxes | (67,764) | (68,067) | (85,223) |
Depreciation and amortization | 29,686 | 28,092 | 30,146 |
Capital expenditures including software costs | 11,040 | 7,725 | 8,287 |
Identifiable assets | 802,606 | 854,858 | |
Goodwill | 489,654 | 486,762 | 457,306 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue | 392,224 | 336,201 | 262,164 |
Operating Income (Loss) [Abstract] | |||
Identifiable assets | 767,894 | 809,437 | |
International | |||
Segment Reporting Information [Line Items] | |||
Revenue | 23,599 | 19,594 | 20,712 |
Operating Income (Loss) [Abstract] | |||
Identifiable assets | 34,712 | 45,421 | |
Government | |||
Operating Income (Loss) [Abstract] | |||
Goodwill | 736 | 736 | |
Operating Segments | Restaurant/Retail | |||
Segment Reporting Information [Line Items] | |||
Revenue | 276,714 | 262,347 | 210,351 |
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | (68,387) | (65,559) | (59,682) |
Depreciation and amortization | 29,219 | 27,640 | 29,766 |
Capital expenditures including software costs | 10,541 | 7,498 | 7,576 |
Identifiable assets | 694,568 | 722,958 | |
Goodwill | 488,918 | 486,026 | |
Operating Segments | Government | |||
Segment Reporting Information [Line Items] | |||
Revenue | 139,109 | 93,448 | 72,525 |
Operating Income (Loss) [Abstract] | |||
Operating income (loss) | 8,678 | 7,527 | 5,801 |
Depreciation and amortization | 467 | 452 | 380 |
Capital expenditures including software costs | 499 | 227 | $ 711 |
Identifiable assets | 24,475 | 21,443 | |
Other | |||
Operating Income (Loss) [Abstract] | |||
Identifiable assets | $ 83,563 | $ 110,457 |
Segment and Related Informati_5
Segment and Related Information - Identifiable Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | $ 802,606 | $ 854,858 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | 767,894 | 809,437 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Identifiable assets | $ 34,712 | $ 45,421 |
Segment and Related Informati_6
Segment and Related Information - Revenue by Major Customers (Details) - Revenue - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 100% | 100% | 100% |
Reportable Segments | Yum! Brands, Inc. | Restaurant/Retail | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 9% | 10% | 11% |
Reportable Segments | McDonald’s Corporation | Restaurant/Retail | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 8% | 12% | 12% |
Reportable Segments | U.S. Department of Defense | Government | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 33% | 26% | 26% |
All Others | |||
Revenue, Major Customer [Line Items] | |||
Percentage of revenue generated by customer | 50% | 52% | 51% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jul. 25, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Life insurance balance | $ 3.3 | $ 3.2 | ||
Amounts owed to employees participating in the deferred compensation plan | 1.4 | 1.7 | ||
MENU Acquisition | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Contingent consideration liability | 0.6 | 9.8 | $ 14.2 | $ 14.2 |
2024 Notes | Fair Value, Inputs, Level 2 | Convertible Debt | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value of notes | 17.4 | |||
2026 Notes | Fair Value, Inputs, Level 2 | Convertible Debt | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value of notes | 145.6 | 112.8 | ||
2027 Notes | Fair Value, Inputs, Level 2 | Convertible Debt | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Fair value of notes | $ 236.1 | $ 191 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Changes in the Estimated Fair Values of the Company’s Liabilities for Contingent Consideration Measured Using Significant Unobservable Inputs (Level 3) (Details) - Obligations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 9,800 | $ 0 |
New contingent consideration | 14,200 | |
Change in fair value of contingent consideration | $ (9,200) | (4,400) |
Ending balance | $ 9,800 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contingent Consideration Liability (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Adjustment to contingent consideration liability | |
Revenue based payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liability | $ 5,600 | $ 33,900 |
Fair Value | $ 600 | $ 9,800 |
Revenue based payments | Revenue volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Weighted Average or Range | 0.250 | 0.250 |
Revenue based payments | Gross profit volatility | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Weighted Average or Range | 0.400 | |
Revenue based payments | Discount rate | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Weighted Average or Range | 0.115 | 0.135 |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Jan. 02, 2024 | Dec. 31, 2023 | Apr. 08, 2021 |
Subsequent Event [Line Items] | |||
Warrant to purchase shares of common stock (in shares) | 3,975 | 500,000 | |
Exercise price of warrant (in dollars per share) | $ 75.90 | $ 76.50 | |
Subsequent event | Warrant Exercise Price of $76.50 | |||
Subsequent Event [Line Items] | |||
Warrant to purchase shares of common stock (in shares) | 500,000 | ||
Exercise price of warrant (in dollars per share) | $ 76.50 | ||
Subsequent event | Warrant Exercise Price of $75.90 | |||
Subsequent Event [Line Items] | |||
Warrant to purchase shares of common stock (in shares) | 3,975 | ||
Exercise price of warrant (in dollars per share) | $ 75.90 |