Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-09720 | |
Entity Registrant Name | PAR TECHNOLOGY CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1434688 | |
Entity Address, Address Line One | PAR Technology Park | |
Entity Address, Address Line Two | 8383 Seneca Turnpike | |
Entity Address, City or Town | New Hartford | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 13413-4991 | |
City Area Code | 315 | |
Local Phone Number | 738-0600 | |
Title of 12(b) Security | Common Stock, $0.02 par value | |
Trading Symbol | PAR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,991,085 | |
Entity Central Index Key | 0000708821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 50,780 | $ 37,369 |
Cash held on behalf of customers | 12,558 | 10,170 |
Short-term investments | 21,730 | 37,194 |
Accounts receivable – net | 69,958 | 63,382 |
Inventories | 25,054 | 23,594 |
Other current assets | 14,205 | 8,890 |
Total current assets | 194,285 | 180,599 |
Property, plant and equipment – net | 15,356 | 15,755 |
Goodwill | 619,632 | 489,654 |
Intangible assets – net | 157,713 | 94,852 |
Lease right-of-use assets | 3,627 | 4,083 |
Other assets | 18,300 | 17,663 |
Total Assets | 1,008,913 | 802,606 |
Current liabilities: | ||
Accounts payable | 39,832 | 29,808 |
Accrued salaries and benefits | 14,264 | 19,141 |
Accrued expenses | 11,153 | 10,443 |
Customers payable | 12,558 | 10,170 |
Lease liabilities – current portion | 1,201 | 1,366 |
Customer deposits and deferred service revenue | 14,710 | 9,304 |
Total current liabilities | 93,718 | 80,232 |
Lease liabilities – net of current portion | 2,519 | 2,819 |
Long-term debt | 378,155 | 377,647 |
Deferred service revenue – noncurrent | 3,296 | 4,204 |
Other long-term liabilities | 4,825 | 4,639 |
Total liabilities | 482,513 | 469,541 |
Shareholders’ equity: | ||
Preferred stock, $0.02 par value, 1,000,000 shares authorized | 0 | 0 |
Common stock, $0.02 par value, 58,000,000 shares authorized, 35,439,115 and 29,386,234 shares issued, 33,973,906 and 28,029,915 outstanding at March 31, 2024 and December 31, 2023, respectively | 703 | 584 |
Additional paid in capital | 844,210 | 625,154 |
Accumulated deficit | (293,244) | (274,956) |
Accumulated other comprehensive loss | (3,653) | (939) |
Treasury stock, at cost, 1,465,209 shares and 1,356,319 shares at March 31, 2024 and December 31, 2023, respectively | (21,616) | (16,778) |
Total shareholders’ equity | 526,400 | 333,065 |
Total Liabilities and Shareholders’ Equity | $ 1,008,913 | $ 802,606 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 |
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) | 35,439,115 | 29,386,234 |
Common stock, outstanding (in shares) | 33,973,906 | 28,029,915 |
Treasury stock (in shares) | 1,465,209 | 1,356,319 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues, net: | ||
Total revenues, net | $ 105,497 | $ 100,437 |
Costs of sales: | ||
Total cost of sales | 76,934 | 77,244 |
Gross margin | 28,563 | 23,193 |
Operating expenses: | ||
Sales and marketing | 10,926 | 9,398 |
General and administrative | 25,608 | 18,080 |
Research and development | 15,768 | 14,315 |
Amortization of identifiable intangible assets | 932 | 464 |
Adjustment to contingent consideration liability | 0 | (5,200) |
Total operating expenses | 53,234 | 37,057 |
Operating loss | (24,671) | (13,864) |
Other income (expense), net | 306 | (59) |
Interest expense, net | (1,708) | (1,667) |
Loss before benefit from (provision for) income taxes | (26,073) | (15,590) |
Benefit from (provision for) income taxes | 7,785 | (315) |
Net loss | $ (18,288) | $ (15,905) |
Net loss per share, basic (in dollars per share) | $ (0.62) | $ (0.58) |
Net loss per share, diluted (in dollars per share) | $ (0.62) | $ (0.58) |
Weighted average shares outstanding, basic (in shares) | 29,516 | 27,344 |
Weighted average shares outstanding, diluted (in shares) | 29,516 | 27,344 |
Hardware | ||
Revenues, net: | ||
Total revenues, net | $ 18,226 | $ 26,777 |
Costs of sales: | ||
Total cost of sales | 14,170 | 22,381 |
Subscription service | ||
Revenues, net: | ||
Total revenues, net | 38,379 | 27,965 |
Costs of sales: | ||
Total cost of sales | 18,594 | 13,925 |
Professional service | ||
Revenues, net: | ||
Total revenues, net | 13,468 | 13,842 |
Costs of sales: | ||
Total cost of sales | 11,251 | 11,366 |
Contract | ||
Revenues, net: | ||
Total revenues, net | 35,424 | 31,853 |
Costs of sales: | ||
Total cost of sales | $ 32,919 | $ 29,572 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (18,288) | $ (15,905) |
Other comprehensive loss, net of applicable tax: | ||
Foreign currency translation adjustments | (2,714) | (42) |
Comprehensive loss | $ (21,002) | $ (15,947) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 28,590,000 | |||||
Beginning balance at Dec. 31, 2022 | $ 375,194 | $ 570 | $ 595,286 | $ (205,204) | $ (1,365) | $ (14,093) |
Treasury stock (in shares) at Dec. 31, 2022 | 1,271,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon the exercise of stock options (in shares) | 5,000 | |||||
Issuance of common stock upon the exercise of stock options | 52 | 52 | ||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 160,000 | |||||
Net issuance of restricted stock awards and restricted stock units | 2 | $ 2 | ||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 79,000 | |||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (2,478) | $ (2,478) | ||||
Stock-based compensation | 3,055 | 3,055 | ||||
Foreign currency translation adjustments | (42) | (42) | ||||
Net loss | (15,905) | (15,905) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 28,755,000 | |||||
Ending balance at Mar. 31, 2023 | $ 359,878 | $ 572 | 598,393 | (221,109) | (1,407) | $ (16,571) |
Treasury stock (in shares) at Mar. 31, 2023 | 1,350,000 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 28,029,915 | 29,386,000 | ||||
Beginning 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 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon the exercise of stock options (in shares) | 107,000 | 107,000 | ||||
Issuance of common stock upon the exercise of stock options | $ 1,105 | $ 2 | 1,103 | |||
Net issuance of restricted stock awards and restricted stock units (in shares) | 329,000 | |||||
Net issuance of restricted stock awards and restricted stock units | 0 | $ 4 | (4) | |||
Issuance of common stock for acquisition (in shares) | 442,000 | |||||
Issuance of common stock for acquisition (see Note 3) | 19,170 | $ 9 | 19,161 | |||
Proceeds from private placement of common stock, net of issuance costs (in shares) | 5,175,000 | |||||
Proceeds from private placement of common stock, net of issuance costs | 194,490 | $ 104 | 194,386 | |||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 109,000 | |||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (4,838) | $ (4,838) | ||||
Stock-based compensation | 4,410 | 4,410 | ||||
Foreign currency translation adjustments | (2,714) | (2,714) | ||||
Net loss | $ (18,288) | (18,288) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 33,973,906 | 35,439,000 | ||||
Ending balance at Mar. 31, 2024 | $ 526,400 | $ 703 | $ 844,210 | $ (293,244) | $ (3,653) | $ (21,616) |
Treasury stock (in shares) at Mar. 31, 2024 | 1,465,209 | 1,465,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Payments for common stock issuance costs | $ 5.5 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (18,288) | $ (15,905) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,226 | 6,933 |
Accretion of debt in interest expense, net | 508 | 522 |
Accretion of discount on held to maturity investments in interest expense, net | (397) | 0 |
Current expected credit losses | 564 | 489 |
Provision for obsolete inventory | 108 | 88 |
Stock-based compensation | 4,410 | 3,055 |
Adjustment to contingent consideration liability | 0 | (5,200) |
Deferred income tax | (8,049) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,090) | (7,034) |
Inventories | (1,605) | 5,051 |
Other current assets | (4,552) | (2,512) |
Other assets | (724) | 752 |
Accounts payable | 9,521 | 4,063 |
Accrued salaries and benefits | (5,160) | (7,647) |
Accrued expenses | (3,376) | 1,067 |
Customer deposits and deferred service revenue | (945) | (343) |
Customers payable | 2,388 | 216 |
Other long-term liabilities | (115) | (343) |
Net cash used in operating activities | (23,576) | (16,748) |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | (166,292) | 0 |
Capital expenditures | (45) | (823) |
Capitalization of software costs | (1,385) | (481) |
Proceeds from sale of held to maturity investments | 18,980 | 24,610 |
Purchases of held to maturity investments | (3,119) | (25,073) |
Net cash used in investing activities | (151,861) | (1,767) |
Cash flows from financing activities: | ||
Proceeds from private placement of common stock, net of issuance costs | 194,490 | 0 |
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (4,838) | (2,478) |
Proceeds from exercise of stock options | 1,105 | 52 |
Net cash provided by (used in) financing activities | 190,757 | (2,426) |
Effect of exchange rate changes on cash and cash equivalents | 479 | (512) |
Net increase (decrease) in cash and cash equivalents and cash held on behalf of customers | 15,799 | (21,453) |
Cash and cash equivalents and cash held on behalf of customers at beginning of period | 47,539 | 77,533 |
Cash and cash equivalents and cash held on behalf of customers at end of period | 63,338 | 56,080 |
Reconciliation of cash and cash equivalents and cash held on behalf of customers | ||
Cash and cash equivalents | 50,780 | 48,659 |
Cash held on behalf of customers | 12,558 | 7,421 |
Total cash and cash equivalents and cash held on behalf of customers | 63,338 | 56,080 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 340 | 507 |
Capitalized software recorded in accounts payable | 24 | 776 |
Capital expenditures in accounts payable | 176 | 87 |
Common stock issued for acquisition | $ 19,170 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 two categories: Engagement Cloud, which includes Punchh and Stuzo for customer loyalty and engagement and MENU for omnichannel digital ordering and delivery and Operator Cloud, which includes Brink POS for front-of-house, PAR Payment Services and PAR Pay for payments, and Data Central for back-of-house. 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 Solutions"), 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 The accompanying financial statements of PAR Technology Corporation and its consolidated subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements as promulgated by the SEC. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report. Interim results are not necessarily indicative of results for the full year or any future periods. The information included in this Quarterly Report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). Use of Estimates The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to these estimates and assumptions include revenue recognition, stock-based compensation, the recognition and measurement of assets acquired and liabilities assumed in business combinations at fair value, the carrying amount of property, plant, and equipment including right-to-use assets and liabilities, identifiable intangible assets and goodwill, valuation allowances for receivables, valuation of excess and obsolete inventories, and measurement of contingent consideration at fair value. Actual results could differ from those estimates. Cash and Cash Equivalents and Cash Held on Behalf of Customers Cash and cash equivalents and cash held on behalf of customers consist of the following: (in thousands) March 31, 2024 December 31, 2023 Cash and cash equivalents Cash $ 48,593 $ 37,329 Money market funds 2,187 40 Cash held on behalf of customers 12,558 10,170 Total cash and cash equivalents and cash held on behalf of customers $ 63,338 $ 47,539 The Company maintained bank balances that, at times, exceeded the federally insured limit during the three months ended March 31, 2024. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. Short-Term Investments The carrying value of investment securities consist of the following: (in thousands) March 31, 2024 December 31, 2023 Short-term investments Treasury bills and notes $ 21,730 $ 37,194 Total short-term investments $ 21,730 $ 37,194 The Company did not record any material gains or losses on these securities during the three months ended March 31, 2024. The estimated fair value of these securities approximated their carrying value as of March 31, 2024 and December 31, 2023. Other Assets Other assets include deferred implementation costs of $8.5 million and $8.8 million and deferred commissions of $3.1 million and $2.6 million at March 31, 2024 and December 31, 2023, respectively. Amortization of deferred implementation costs were $1.5 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively. Amortization of deferred commissions were $0.4 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. Other assets also include the cash surrender value of life insurance related to the Company’s deferred compensation plan eligible to certain employees. The funded balance is reviewed on an annual basis. The balance of the life insurance policies was $3.3 million and $3.3 million at March 31, 2024 and December 31, 2023, respectively. Other Long-Term Liabilities Other long-term liabilities include amounts owed to employees that participate in the Company’s deferred compensation plan. Amounts owed to employees participating in the deferred compensation plan were $1.2 million and $1.4 million at March 31, 2024 and December 31, 2023, respectively. Operating Expenses Presentation Changes Beginning with the 2023 Annual Report, we have retroactively split our historical "Selling, general and administrative" financial statement line item ("FSLI"), presented in the condensed consolidated statements of operations under "Operating expenses" into two FSLIs, "Sales and marketing" and "General and administrative", to provide clearer insight into these operationally and economically different operating expenses. This split did not change our total historical operating expenses previously reported. Related Party Transactions During the three months ended March 31, 2023, Ronald Shaich, the sole member of Act III Management LLC ("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 March 31, 2024 and December 31, 2023, the Company had zero accounts payable owed to Act III Management. During the three months ended March 31, 2024 and 2023, the Company paid Act III Management zero and $0.1 million, respectively, for services performed under the strategic advisor agreement. Recently Adopted Accounting Pronouncements There were no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2024 that are of significance or potential significance to the Company. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Deferred Revenue Deferred revenue attributable to each of the Company's reporting segments is as follows: March 31, 2024 December 31, 2023 Current under one year Non-current over one year Current under one year Non-current over one year Restaurant/Retail $ 12,897 $ 3,296 $ 7,250 $ 4,204 Government — — — — Total $ 12,897 $ 3,296 $ 7,250 $ 4,204 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) 2024 2023 Beginning balance - January 1 $ 11,454 $ 13,584 Acquired deferred revenue (Note 3) 5,443 — Recognition of deferred revenue (6,398) (7,550) Deferral of revenue 5,694 7,668 Ending balance - March 31 $ 16,193 $ 13,702 The above tables exclude customer deposits of $1.8 million and $1.6 million as of the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $2.7 million and $3.1 million. In the Government segment, the value of existing contracts at March 31, 2024, net of amounts relating to work performed to that date, was approximately $315.4 million, of which $72.0 million was funded, and at December 31, 2023, the value of existing contracts, 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 in the Government segment, net of amounts relating to work performed at March 31, 2024, is expected to be recognized as revenue over time as follows: (in thousands) Next 12 months $ 192,342 Months 13-24 87,865 Months 25-36 16,996 Thereafter 18,223 Total $ 315,426 Disaggregated Revenue The Company disaggregates revenue from contracts with customers by major product line for each of its reporting segments because the Company believes it best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by contract terms and economic factors. Disaggregated revenue is as follows: Three Months Ended March 31, 2024 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 18,226 $ — $ — $ — Subscription service — 38,379 — — Professional service 5,726 7,742 — — Mission systems — — — 8,247 Intelligence, surveillance, and reconnaissance solutions — — — 26,756 Commercial software — — 234 187 Total $ 23,952 $ 46,121 $ 234 $ 35,190 Three Months Ended March 31, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 26,777 $ — $ — $ — Subscription service — 27,965 — — Professional service 6,485 7,357 — — Mission systems — — — 9,383 Intelligence, surveillance, and reconnaissance solutions — — — 22,216 Commercial software — — 80 174 Total $ 33,262 $ 35,322 $ 80 $ 31,773 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On March 8, 2024, ParTech, Inc. ("ParTech"), acquired 100% of the outstanding equity interests of Stuzo Blocker, Inc., Stuzo Holdings, LLC and their subsidiaries (collectively, “Stuzo” and such acquisition, the “Stuzo Acquisition”), a digital engagement software provider to Convenience and Fuel Retailers (C-Stores), for purchase consideration of approximately $170.5 million paid in cash (the "Cash Consideration"), subject to certain adjustments (including customary adjustments for Stuzo cash, debt, debt-like items, and net working capital), and $19.2 million paid in shares of Company common stock. 441,598 shares of common stock were issued as purchase consideration, determined using a fair value share price of $43.41. The Company acquired Stuzo to expand our footprint in the C-Stores market vertical with an industry-leading guest engagement platform serving major brands in the space. Consideration paid in cash on the date of acquisition included $1.5 million deposited into an escrow account administered by a third party to fund potential post-closing adjustments and obligations. The balance in the escrow account was $1.5 million as of March 31, 2024. The Company incurred acquisition expenses related to its acquisition of Stuzo of approximately $2.9 million. The transaction was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations . Accordingly, assets acquired and liabilities assumed have been accounted for at their preliminarily determined respective fair values as of March 8, 2024, 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. Identified preliminary fair values are subject to measurement period adjustments within the permitted measurement period (up to one year from the acquisition date) as management finalizes its procedures and net working capital adjustments are settled. The following table presents management's preliminary purchase price allocation: (in thousands) Purchase price allocation Cash $ 4,244 Accounts receivable 2,208 Property and equipment 307 Developed technology 18,200 Customer relationships 39,000 Trade name and trademarks 6,600 Non-competition agreements 4,800 Prepaid and other acquired assets 774 Goodwill 132,140 Total assets 208,273 Accounts payable 317 Accrued expenses 4,459 Deferred revenue 5,443 Deferred taxes 8,349 Consideration paid $ 189,705 Intangible Assets The Company identified four acquired intangible assets in the Stuzo Acquisition: developed technology; customer relationships; the Stuzo trade name and trademarks; and non-competition agreements. The preliminary 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 12.5% in determining the Stuzo developed technology intangible fair value. The Company applied a 7.0% estimated annual attrition rate and discount rate of 12.5% in determining the Stuzo customer relationships intangible preliminary fair value. The preliminary fair value of the Stuzo trade name and trademarks 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 12.5% in determining the Stuzo trade name intangible preliminary fair value. The preliminary fair value of the Stuzo non-competition agreements was determined utilizing the discounted earnings method. The estimated useful life of these identifiable intangible assets was preliminarily determined to be seven years for the developed technology, twelve years for the customer relationships, indefinite for the Stuzo trade name and trademarks, and five years for the non-competition agreements. 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. The goodwill value represents expected synergies from the product acquired and other benefits. It is not deductible for income tax purposes. Deferred Taxes The Company determined the deferred tax position to be recorded at the time of the Stuzo Acquisition in accordance with ASC Topic 740, Income Taxes , resulting in recognition of $8.3 million in deferred tax liabilities for future reversing of taxable temporary differences primarily for intangible assets. The net deferred tax liability relating to the Stuzo 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 resulting in a net tax benefit of $8.1 million for the three months ended March 31, 2024. Pro Forma Financial Information - unaudited For the three months ended March 31, 2024, the Stuzo Acquisition resulted in additional revenues of $2.7 million and net income of $0.4 million. The following table summarizes the Company's unaudited pro forma results of operations for the three months ended March 31, 2024 and 2023 as if the Stuzo Acquisition had occurred on January 1, 2023: Three Months Ended March 31, (in thousands) 2024 2023 Total revenue $ 113,070 $ 110,202 Net loss (25,186) (8,158) 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. These unaudited pro forma results include certain adjustments, primarily due to increases in amortization expense due to the fair value adjustments of intangible assets, acquisition related costs and the impact of income taxes on the pro forma adjustments. $2.4 million of acquisition costs have been reflected in the 2023 pro forma results. |
Accounts Receivable, net
Accounts Receivable, net | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net The Company’s net accounts receivables consist of: (in thousands) March 31, 2024 December 31, 2023 Government segment $ 23,698 $ 20,703 Restaurant/Retail segment 46,260 42,679 Accounts receivable, net $ 69,958 $ 63,382 At March 31, 2024 and December 31, 2023, the Company had current expected credit losses of $2.0 million and $1.9 million, respectively, against accounts receivable for the Restaurant/Retail segment. Changes in the current expected credit loss for the three months ended March 31 were: (in thousands) 2024 2023 Beginning Balance - January 1 $ 1,949 $ 2,134 Provisions 564 489 Write-offs (557) (110) Ending Balance - March 31 $ 1,956 $ 2,513 |
Inventories, net
Inventories, net | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net The components of inventory, adjusted for reserves, consisted of the following: (in thousands) March 31, 2024 December 31, 2023 Finished goods $ 14,973 $ 13,564 Work in process 234 216 Component parts 9,203 9,147 Service parts 644 667 Inventories, net $ 25,054 $ 23,594 At March 31, 2024 and December 31, 2023, the Company had excess and obsolescence reserves of $9.1 million and $9.0 million, respectively, against inventories. |
Identifiable Intangible Assets
Identifiable Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Identifiable Intangible Assets and Goodwill | Identifiable Intangible Assets and Goodwill The Company's identifiable intangible assets represent intangible assets acquired in acquisitions and software development costs. The components of identifiable intangible assets are: (in thousands) March 31, 2024 December 31, 2023 Estimated Weighted-Average Amortization Period Acquired developed technology $ 138,000 $ 119,800 3 - 7 years 4.80 years Internally developed software costs 37,346 36,876 3 years 1.83 years Customer relationships 53,510 14,510 7 - 12 years 10.50 years Trade names 1,410 1,410 2 - 5 years 0.75 years Non-competition agreements 4,830 30 1 - 5 years 5 years 235,096 172,626 Impact of currency translation on intangible assets 581 1,399 Less: accumulated amortization (94,590) (88,259) 141,087 85,766 Internally developed software costs not meeting general release threshold 3,826 2,886 Trademarks, trade names (non-amortizable) 12,800 6,200 Indefinite $ 157,713 $ 94,852 Software costs placed into service during the three months ended March 31, 2024 and 2023, were $0.5 million and $0.9 million, respectively. The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended March 31, (in thousands) 2024 2023 Amortization of acquired developed technology $ 4,235 $ 4,078 Amortization of internally developed software 1,326 1,735 Amortization of identifiable intangible assets recorded in cost of sales 5,561 5,813 Amortization expense recorded in operating expenses 932 464 Impact of foreign currency translation on intangible assets 639 (129) The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software development costs not meeting the general release threshold, is as follows: (in thousands) 2024, remaining $ 21,973 2025 28,541 2026 25,665 2027 21,900 2028 12,323 Thereafter 30,685 Total $ 141,087 Goodwill carried by the Restaurant/Retail and Government segments is as follows: (in thousands) 2024 2023 Beginning balance - January 1 $ 489,654 $ 486,762 Stuzo Acquisition 132,140 — Foreign currency translation (2,162) 321 Ending balance - March 31 $ 619,632 $ 487,083 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes information about the net carrying amounts of long-term debt as of March 31, 2024: (in thousands) 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 120,000 $ 265,000 $ 385,000 Unamortized debt issuance cost (1,628) (5,217) (6,845) Total notes payable $ 118,372 $ 259,783 $ 378,155 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 interest expense recognized on the long-term debt: Three Months (in thousands) 2024 2023 Contractual interest expense $ 1,856 $ 2,011 Accretion of debt in interest expense 508 522 Total interest expense $ 2,364 $ 2,533 The following table summarizes the future principal payments as of March 31, 2024: (in thousands) 2024, remaining $ — 2025 — 2026 120,000 2027 265,000 2028 — Thereafter — Total $ 385,000 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Stock | Common Stock In connection with, and to partially fund the Cash Consideration related to the Stuzo Acquisition, on March 7, 2024, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with funds and accounts advised by T. Rowe Price Investment Management, Inc., ADW Capital, Voss Capital, Greenhaven Road Capital, Jane Street, Progeny 3, Fund 1 Investments LLC, Newtyn Capital, Ghisallo Capital Management and Burkehill Global Management (collectively, the “Purchasers”) to raise approximately $200 million through a private placement of PAR common stock. Pursuant to the Purchase Agreement, PAR issued and sold 5,174,638 shares of its common stock at a 10% discount to the Purchasers for a gross purchase price of approximately $200 million ($38.65 per share). Net proceeds from the Purchase Agreement were approximately $194.4 million, net of issuance costs of $5.5 million. 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 through April 8, 2026. 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 (the "Warrant") 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 issuance date fair value of the Warrant extension was determined to be $4.5 million based on using the Black-Scholes model with the following assumptions as of January 2, 2024: Original Warrant Modified Warrant Expected term 2.25 years 4.25 years Risk free interest rate 4.33 % 3.93 % Expected volatility 55.01 % 63.39 % Expected dividend yield None None Fair value (per warrant) $ 7.36 $ 16.21 In connection with the Company's March 2024 offering of its common stock, as a result of anti-dilution provisions of the Warrant, an additional 6,312 shares of common stock are available for purchase under the Warrant, at an exercise price of $74.96 per share. 100% of the shares available for purchase under the Warrant are exercisable at the exercise price of $74.96 per share. The Warrant is accounted for as stock-based compensation to non-employees pursuant to ASC Topic 718, Stock Compensation, by way of ASC Topic 815, Derivatives and Hedging , due to the Warrant extension being in exchange for consulting services. The issuance date fair value of the Warrant extension of $4.5 million will be recognized as stock based compensation expense ratably over the requisite service period for the Warrant extension ending April 8, 2026. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, net of forfeitures of $0.7 million and $0.1 million, was $4.4 million and $3.1 million for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the aggregate unrecognized compensation expense related to unvested equity awards was $35.5 million, which is expected to be recognized as compensation expense in fiscal years 2024 through 2027. A summary of stock option activity for the three months ended March 31, 2024 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted Outstanding at January 1, 2024 920 $ 13.04 Exercised (107) 10.29 Canceled/forfeited (11) 9.94 Outstanding at March 31, 2024 802 $ 13.46 A summary of unvested restricted stock units activity for the three months ended March 31, 2024 is below: (in thousands, except for weighted average award value) Restricted Stock Weighted Outstanding at January 1, 2024 839 $ 35.83 Granted 429 48.81 Vested (329) 32.88 Canceled/forfeited (110) 34.88 Outstanding at March 31, 2024 829 $ 44.38 A total of 330,000 shares of Company common stock are available for purchase under the Company's 2021 Employee Stock Purchase Plan ("ESPP"), subject to adjustment as provided for in the ESPP. As of March 31, 2024, no shares of common stock were purchased. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings per Share , which specifies the computation, presentation and disclosure requirements for earnings per share (“EPS”). It requires the presentation of basic and diluted EPS. Basic EPS excludes all dilution and is based upon the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the potential dilution that would occur if convertible securities or other contracts to issue common stock were exercised. At March 31, 2024, there were 802,000 anti-dilutive stock options outstanding compared to 1,021,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Segment and Related Information The Company is organized in two segments, Restaurant/Retail and Government. Management views the Restaurant/Retail and Government segments separately in operating its business, as the products and services are different for each segment. Information noted as “Other” primarily relates to the Company’s corporate operations. Information as to the Company’s segments is set forth in the tables below: Three Months Ended March 31, (in thousands) 2024 2023 Revenues: Restaurant/Retail $ 70,073 $ 68,584 Government 35,424 31,853 Total $ 105,497 $ 100,437 Operating (loss) income: Restaurant/Retail $ (26,965) $ (16,146) Government 2,294 2,282 Total (24,671) (13,864) Other income (expense), net 306 (59) Interest expense, net (1,708) (1,667) Loss before benefit from (provision for) income taxes $ (26,073) $ (15,590) Depreciation, amortization and accretion: Restaurant/Retail $ 7,615 $ 7,340 Government 119 115 Total $ 7,734 $ 7,455 Capital expenditures including software costs: Restaurant/Retail $ 1,503 $ 2,037 Government 127 130 Total $ 1,630 $ 2,167 Revenues by country: United States $ 99,957 $ 95,437 International 5,540 5,000 Total $ 105,497 $ 100,437 The following table represents assets by reporting segment: (in thousands) March 31, 2024 December 31, 2023 Restaurant/Retail $ 894,236 $ 694,568 Government 29,469 24,475 Other 85,208 83,563 Total $ 1,008,913 $ 802,606 The following table represents assets by country based on the location of the assets: (in thousands) March 31, 2024 December 31, 2023 United States $ 978,952 $ 767,894 International 29,961 34,712 Total $ 1,008,913 $ 802,606 The following table represents goodwill by reporting segment: (in thousands) March 31, 2024 December 31, 2023 Restaurant/Retail $ 618,896 $ 488,918 Government 736 736 Total $ 619,632 $ 489,654 Customers comprising 10% or more of the Company’s total revenues by reporting segment are summarized as follows: Three Months Ended March 31, 2024 2023 Restaurant/Retail reporting segment: Yum! Brands, Inc. 8 % 10 % Government reporting segment: U.S. Department of Defense 34 % 32 % All Others 58 % 58 % 100 % 100 % No other customer within "All Others" represented 10% or more of the Company’s total revenue for the three months ended March 31, 2024 or 2023. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 were considered representative of their fair values because of their short-term nature. Debt instruments are recorded at principal amount net of unamortized debt issuance cost and discount (refer to "Note 7 - Debt" for additional information). The estimated fair value of the 2.875% Convertible Senior Notes due 2026 (the "2026 Notes") and 1.50% Convertible Senior Notes due 2027 (the "2027 Notes") at March 31, 2024 was $149.1 million and $244.2 million respectively. The estimated fair value of the 2026 Notes and 2027 Notes at December 31, 2023 was $145.6 million and $236.1 million respectively. The valuation techniques used to determine the fair value of the Company's long-term debt are classified in Level 2 of the fair value hierarchy as they are derived from broker quotations. Deferred compensation assets and liabilities primarily relate to the Company’s deferred compensation plan, which allows for pre-tax salary deferrals for certain key employees. Changes in the fair value of the deferred compensation liabilities are derived using quoted prices in active markets of the asset selections made by plan participants. Deferred compensation liabilities are classified in Level 2, the fair value classification as defined under FASB ASC Topic 820, Fair Value Measurements , because their inputs are derived principally from observable market data by correlation to the hypothetical investments. The Company holds insurance investments to partially offset the Company’s liabilities under its deferred compensation plan, which are recorded at fair value each period using the cash surrender value of the insurance investments. The cash surrender value of the life insurance policy was $3.3 million and $3.3 million at March 31, 2024 and December 31, 2023, respectively, and is included in other assets on the condensed consolidated balance sheets. Amounts owed to employees participating in the deferred compensation plan at March 31, 2024 were $1.2 million compared to $1.4 million at December 31, 2023 and are included in other long-term liabilities on the condensed consolidated balance sheets. The Company uses a Monte Carlo simulation of a discounted cash flow model to determine the fair value of the earn-out liability associated with the acquisition of MENU Technologies AG (the "MENU Acquisition"). Significant inputs used in the simulation are not observable in the market and thus the liability represents a Level 3 fair value measurement as defined in ASC 820. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date will be reflected as cash used in financing activities in the Company's condensed consolidated statements of cash flows. Any amount paid in excess of the liability on the acquisition date will be reflected as cash used in operating activities. The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three months ended March 31: (in thousands) 2024 2023 Balance at January 1 $ 600 $ 9,800 Change in fair value of contingent consideration — (5,200) Balance at March 31 $ 600 $ 4,600 The balance of the fair value of the liability was recorded within "Accrued expenses" in the condensed consolidated balance sheets. The change in fair value of contingent consideration was recorded within " Adjustment to contingent consideration liability The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of March 31, 2024 and 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) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (18,288) | $ (15,905) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements of PAR Technology Corporation and its consolidated subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the instructions to Form 10-Q and Regulation S-X pertaining to interim financial statements as promulgated by the SEC. In the opinion of management, the Company's financial statements include all normal and recurring adjustments necessary in order to make the financial statements not misleading and to provide a fair presentation of the Company's financial results for the interim period included in this Quarterly Report. Interim results are not necessarily indicative of results for the full year or any future periods. The information included in this Quarterly Report should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents and Cash Held on Behalf of Customers | Cash and Cash Equivalents and Cash Held on Behalf of Customers The Company maintained bank balances that, at times, exceeded the federally insured limit during the three months ended March 31, 2024. 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 The Company did not record any material gains or losses on these securities during the three months ended March 31, 2024. The estimated fair value of these securities approximated their carrying value as of March 31, 2024 and December 31, 2023. |
Other assets | Other Assets Other assets include deferred implementation costs of $8.5 million and $8.8 million and deferred commissions of $3.1 million and $2.6 million at March 31, 2024 and December 31, 2023, respectively. Amortization of deferred implementation costs were $1.5 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively. Amortization of deferred commissions were $0.4 million and $0.2 million for the three months ended March 31, 2024 and 2023, respectively. |
Other Long-Term Liabilities | Other Long-Term Liabilities |
Operating Expenses Presentation Changes | Operating Expenses Presentation Changes |
Related Party Transactions | Related Party Transactions During the three months ended March 31, 2023, Ronald Shaich, the sole member of Act III Management LLC ("Act III Management"), served as a strategic advisor to the Company's board of directors pursuant to a strategic advisor agreement, which terminated on June 1, 2023. Keith Pascal, a director of the Company, is an employee of Act III Management and serves as its vice president and secretary. Mr. Pascal does not have an ownership interest in Act III Management. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2024 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents and Cash Held on Behalf of Customers | Cash and cash equivalents and cash held on behalf of customers consist of the following: (in thousands) March 31, 2024 December 31, 2023 Cash and cash equivalents Cash $ 48,593 $ 37,329 Money market funds 2,187 40 Cash held on behalf of customers 12,558 10,170 Total cash and cash equivalents and cash held on behalf of customers $ 63,338 $ 47,539 |
Schedule of Short-Term Investment | The carrying value of investment securities consist of the following: (in thousands) March 31, 2024 December 31, 2023 Short-term investments Treasury bills and notes $ 21,730 $ 37,194 Total short-term investments $ 21,730 $ 37,194 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | Deferred revenue attributable to each of the Company's reporting segments is as follows: March 31, 2024 December 31, 2023 Current under one year Non-current over one year Current under one year Non-current over one year Restaurant/Retail $ 12,897 $ 3,296 $ 7,250 $ 4,204 Government — — — — Total $ 12,897 $ 3,296 $ 7,250 $ 4,204 The changes in deferred revenue, inclusive of both current and long-term, are as follows: (in thousands) 2024 2023 Beginning balance - January 1 $ 11,454 $ 13,584 Acquired deferred revenue (Note 3) 5,443 — Recognition of deferred revenue (6,398) (7,550) Deferral of revenue 5,694 7,668 Ending balance - March 31 $ 16,193 $ 13,702 The value of existing contracts in the Government segment, net of amounts relating to work performed at March 31, 2024, is expected to be recognized as revenue over time as follows: (in thousands) Next 12 months $ 192,342 Months 13-24 87,865 Months 25-36 16,996 Thereafter 18,223 Total $ 315,426 |
Schedule of Disaggregated Revenue | Disaggregated revenue is as follows: Three Months Ended March 31, 2024 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 18,226 $ — $ — $ — Subscription service — 38,379 — — Professional service 5,726 7,742 — — Mission systems — — — 8,247 Intelligence, surveillance, and reconnaissance solutions — — — 26,756 Commercial software — — 234 187 Total $ 23,952 $ 46,121 $ 234 $ 35,190 Three Months Ended March 31, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Government point in time Government Hardware $ 26,777 $ — $ — $ — Subscription service — 27,965 — — Professional service 6,485 7,357 — — Mission systems — — — 9,383 Intelligence, surveillance, and reconnaissance solutions — — — 22,216 Commercial software — — 80 174 Total $ 33,262 $ 35,322 $ 80 $ 31,773 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Pro Forma Financial Information | The following table presents management's preliminary purchase price allocation: (in thousands) Purchase price allocation Cash $ 4,244 Accounts receivable 2,208 Property and equipment 307 Developed technology 18,200 Customer relationships 39,000 Trade name and trademarks 6,600 Non-competition agreements 4,800 Prepaid and other acquired assets 774 Goodwill 132,140 Total assets 208,273 Accounts payable 317 Accrued expenses 4,459 Deferred revenue 5,443 Deferred taxes 8,349 Consideration paid $ 189,705 |
Schedule of Pro Forma Financial Information | The following table summarizes the Company's unaudited pro forma results of operations for the three months ended March 31, 2024 and 2023 as if the Stuzo Acquisition had occurred on January 1, 2023: Three Months Ended March 31, (in thousands) 2024 2023 Total revenue $ 113,070 $ 110,202 Net loss (25,186) (8,158) 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. These unaudited pro forma results include certain adjustments, primarily due to increases in amortization expense due to the fair value adjustments of intangible assets, acquisition related costs and the impact of income taxes on the pro forma adjustments. $2.4 million of acquisition costs have been reflected in the 2023 pro forma results. |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivables, Net | The Company’s net accounts receivables consist of: (in thousands) March 31, 2024 December 31, 2023 Government segment $ 23,698 $ 20,703 Restaurant/Retail segment 46,260 42,679 Accounts receivable, net $ 69,958 $ 63,382 |
Schedule of Accounts Receivable, Allowance for Credit Loss | Changes in the current expected credit loss for the three months ended March 31 were: (in thousands) 2024 2023 Beginning Balance - January 1 $ 1,949 $ 2,134 Provisions 564 489 Write-offs (557) (110) Ending Balance - March 31 $ 1,956 $ 2,513 |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory, adjusted for reserves, consisted of the following: (in thousands) March 31, 2024 December 31, 2023 Finished goods $ 14,973 $ 13,564 Work in process 234 216 Component parts 9,203 9,147 Service parts 644 667 Inventories, net $ 25,054 $ 23,594 |
Identifiable Intangible Asset_2
Identifiable Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Identifiable Intangible Assets | The components of identifiable intangible assets are: (in thousands) March 31, 2024 December 31, 2023 Estimated Weighted-Average Amortization Period Acquired developed technology $ 138,000 $ 119,800 3 - 7 years 4.80 years Internally developed software costs 37,346 36,876 3 years 1.83 years Customer relationships 53,510 14,510 7 - 12 years 10.50 years Trade names 1,410 1,410 2 - 5 years 0.75 years Non-competition agreements 4,830 30 1 - 5 years 5 years 235,096 172,626 Impact of currency translation on intangible assets 581 1,399 Less: accumulated amortization (94,590) (88,259) 141,087 85,766 Internally developed software costs not meeting general release threshold 3,826 2,886 Trademarks, trade names (non-amortizable) 12,800 6,200 Indefinite $ 157,713 $ 94,852 |
Schedule of Amortization Expense | The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended March 31, (in thousands) 2024 2023 Amortization of acquired developed technology $ 4,235 $ 4,078 Amortization of internally developed software 1,326 1,735 Amortization of identifiable intangible assets recorded in cost of sales 5,561 5,813 Amortization expense recorded in operating expenses 932 464 Impact of foreign currency translation on intangible assets 639 (129) |
Schedule of Expected Future Amortization of Intangible Assets | The expected future amortization of intangible assets, assuming straight-line amortization of capitalized software development costs and acquisition related intangibles, excluding software development costs not meeting the general release threshold, is as follows: (in thousands) 2024, remaining $ 21,973 2025 28,541 2026 25,665 2027 21,900 2028 12,323 Thereafter 30,685 Total $ 141,087 |
Schedule of Goodwill | Goodwill carried by the Restaurant/Retail and Government segments is as follows: (in thousands) 2024 2023 Beginning balance - January 1 $ 489,654 $ 486,762 Stuzo Acquisition 132,140 — Foreign currency translation (2,162) 321 Ending balance - March 31 $ 619,632 $ 487,083 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024: (in thousands) 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 120,000 $ 265,000 $ 385,000 Unamortized debt issuance cost (1,628) (5,217) (6,845) Total notes payable $ 118,372 $ 259,783 $ 378,155 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 |
Summary of Equity and Liability Components of the Notes | The following table summarizes interest expense recognized on the long-term debt: Three Months (in thousands) 2024 2023 Contractual interest expense $ 1,856 $ 2,011 Accretion of debt in interest expense 508 522 Total interest expense $ 2,364 $ 2,533 |
Schedule of Maturities of Long-term Debt | The following table summarizes the future principal payments as of March 31, 2024: (in thousands) 2024, remaining $ — 2025 — 2026 120,000 2027 265,000 2028 — Thereafter — Total $ 385,000 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Assumptions for Fair Value of Options at the Date of the Grant | The issuance date fair value of the Warrant extension was determined to be $4.5 million based on using the Black-Scholes model with the following assumptions as of January 2, 2024: Original Warrant Modified Warrant Expected term 2.25 years 4.25 years Risk free interest rate 4.33 % 3.93 % Expected volatility 55.01 % 63.39 % Expected dividend yield None None Fair value (per warrant) $ 7.36 $ 16.21 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2024 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted Outstanding at January 1, 2024 920 $ 13.04 Exercised (107) 10.29 Canceled/forfeited (11) 9.94 Outstanding at March 31, 2024 802 $ 13.46 |
Summary of Unvested Restricted Stock Units Activity | A summary of unvested restricted stock units activity for the three months ended March 31, 2024 is below: (in thousands, except for weighted average award value) Restricted Stock Weighted Outstanding at January 1, 2024 839 $ 35.83 Granted 429 48.81 Vested (329) 32.88 Canceled/forfeited (110) 34.88 Outstanding at March 31, 2024 829 $ 44.38 |
Segment and Related Informati_2
Segment and Related Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Three Months Ended March 31, (in thousands) 2024 2023 Revenues: Restaurant/Retail $ 70,073 $ 68,584 Government 35,424 31,853 Total $ 105,497 $ 100,437 Operating (loss) income: Restaurant/Retail $ (26,965) $ (16,146) Government 2,294 2,282 Total (24,671) (13,864) Other income (expense), net 306 (59) Interest expense, net (1,708) (1,667) Loss before benefit from (provision for) income taxes $ (26,073) $ (15,590) Depreciation, amortization and accretion: Restaurant/Retail $ 7,615 $ 7,340 Government 119 115 Total $ 7,734 $ 7,455 Capital expenditures including software costs: Restaurant/Retail $ 1,503 $ 2,037 Government 127 130 Total $ 1,630 $ 2,167 Revenues by country: United States $ 99,957 $ 95,437 International 5,540 5,000 Total $ 105,497 $ 100,437 |
Schedule of Identifiable Assets by Reporting Segment | The following table represents assets by reporting segment: (in thousands) March 31, 2024 December 31, 2023 Restaurant/Retail $ 894,236 $ 694,568 Government 29,469 24,475 Other 85,208 83,563 Total $ 1,008,913 $ 802,606 |
Schedule of Revenue by Geographic Area | The following table represents assets by country based on the location of the assets: (in thousands) March 31, 2024 December 31, 2023 United States $ 978,952 $ 767,894 International 29,961 34,712 Total $ 1,008,913 $ 802,606 |
Schedule of Goodwill by Reporting Segment | The following table represents goodwill by reporting segment: (in thousands) March 31, 2024 December 31, 2023 Restaurant/Retail $ 618,896 $ 488,918 Government 736 736 Total $ 619,632 $ 489,654 |
Schedule of Revenue by Major Customers | Customers comprising 10% or more of the Company’s total revenues by reporting segment are summarized as follows: Three Months Ended March 31, 2024 2023 Restaurant/Retail reporting segment: Yum! Brands, Inc. 8 % 10 % Government reporting segment: U.S. Department of Defense 34 % 32 % All Others 58 % 58 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 the three months ended March 31: (in thousands) 2024 2023 Balance at January 1 $ 600 $ 9,800 Change in fair value of contingent consideration — (5,200) Balance at March 31 $ 600 $ 4,600 |
Fair Value, Liabilities Measured on Recurring Basis | The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of March 31, 2024 and 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) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) reporting_unit | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||
Number of operating segments (in reporting units) | reporting_unit | 2 | ||
Number of reportable segments (in reporting units) | reporting_unit | 2 | ||
Deferred costs and other assets | $ 8,500,000 | $ 8,800,000 | |
Deferred commission | 2,600,000 | 3,100,000 | |
Amortization of deferred implementation cost | 1,500,000 | $ 1,000,000 | |
Amortization of deferred commissions | 400,000 | 200,000 | |
Life insurance balance | 3,300,000 | 3,300,000 | |
Deferred compensation liability | 1,200,000 | 1,400,000 | |
Developed Technology Rights | Director | |||
Related Party Transaction [Line Items] | |||
Accounts Payable | 0 | $ 0 | |
Master Development Agreement | Director | |||
Related Party Transaction [Line Items] | |||
Amount paid for services to act III management | $ 0 | $ 100,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash and Cash Equivalents and Cash Held on Behalf of Customers (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||||
Cash | $ 48,593 | $ 37,329 | ||
Money market funds | 2,187 | 40 | ||
Cash held on behalf of customers | 12,558 | 10,170 | $ 7,421 | |
Total cash and cash equivalents and cash held on behalf of customers | $ 63,338 | $ 47,539 | $ 56,080 | $ 77,533 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 21,730 | $ 37,194 |
Treasury bills and notes | ||
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 21,730 | $ 37,194 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 16,193 | $ 11,454 | $ 13,702 | $ 13,584 |
Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 315,426 | 326,000 | ||
Current under one year | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 12,897 | 7,250 | ||
Current under one year | Restaurant/Retail | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 12,897 | 7,250 | ||
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 | 3,296 | 4,204 | ||
Non-current over one year | Restaurant/Retail | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 3,296 | 4,204 | ||
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 | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Customer deposits | $ 1,800 | $ 1,600 | ||
Performance obligations | 16,193 | 13,702 | $ 11,454 | $ 13,584 |
Restaurant/Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Recognition of deferred revenue | 2,700 | $ 3,100 | ||
Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations | 315,426 | 326,000 | ||
Funded performance obligations | 72,000 | 73,200 | ||
Non-current over one year | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations | 3,296 | 4,204 | ||
Non-current over one year | Restaurant/Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations | 3,296 | 4,204 | ||
Non-current over one year | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations | $ 0 | $ 0 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 60 months | |||
Performance obligation, percentage | 100% | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 1 year | |||
Performance obligations | $ 192,342 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Non-current over one year | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 36 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | Restaurant/Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 48 months | |||
Performance obligation, percentage | 36% | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 1 year | |||
Performance obligations | $ 87,865 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 1 year | |||
Performance obligations | $ 16,996 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Government | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | ||||
Performance obligations | $ 18,223 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue for Long-term (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Remaining Performance Obligation [Roll Forward] | ||
Beginning balance - January 1 | $ 11,454 | $ 13,584 |
Acquired deferred revenue (Note 3) | 5,443 | 0 |
Recognition of deferred revenue | (6,398) | (7,550) |
Deferral of revenue | 5,694 | 7,668 |
Ending balance - March 31 | $ 16,193 | $ 13,702 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 16,193 | $ 11,454 | $ 13,702 | $ 13,584 |
Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 315,426 | $ 326,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 192,342 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 87,865 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-04-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 16,996 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Government | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 18,223 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 105,497 | $ 100,437 |
Hardware | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,226 | 26,777 |
Subscription service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 38,379 | 27,965 |
Professional service | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,468 | 13,842 |
Restaurant/Retail | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,952 | 33,262 |
Restaurant/Retail | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 46,121 | 35,322 |
Restaurant/Retail | Hardware | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 18,226 | 26,777 |
Restaurant/Retail | Hardware | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Subscription service | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Subscription service | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 38,379 | 27,965 |
Restaurant/Retail | Professional service | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 5,726 | 6,485 |
Restaurant/Retail | Professional service | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 7,742 | 7,357 |
Restaurant/Retail | Mission systems | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Mission systems | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Intelligence, surveillance, and reconnaissance solutions | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Intelligence, surveillance, and reconnaissance solutions | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Commercial software | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Restaurant/Retail | Commercial software | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 234 | 80 |
Government | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 35,190 | 31,773 |
Government | Hardware | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Hardware | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Subscription service | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Subscription service | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Professional service | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Professional service | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Mission systems | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Mission systems | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,247 | 9,383 |
Government | Intelligence, surveillance, and reconnaissance solutions | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 0 | 0 |
Government | Intelligence, surveillance, and reconnaissance solutions | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 26,756 | 22,216 |
Government | Commercial software | Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 234 | 80 |
Government | Commercial software | Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 187 | $ 174 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 08, 2024 USD ($) intangibleAsset $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||
Net tax benefit | $ 7,785 | $ (315) | ||
Stuzo Acquisition | ||||
Business Acquisition [Line Items] | ||||
Percentage of interest acquired of limited liability company | 100% | |||
Business acquisition, cash paid | $ 170,500 | |||
Business combination, consideration transferred, equity interests issued and issuable | $ 19,200 | |||
Equity interest issued (in shares) | shares | 441,598 | |||
Business acquisition, share price (in dollars per share) | $ / shares | $ 43.41 | |||
Escrow deposit | $ 1,500 | $ 1,500 | $ 1,500 | |
Transaction costs | $ 2,900 | |||
Number of acquired intangible assets | intangibleAsset | 4 | |||
Deferred taxes | $ 8,349 | |||
Net tax benefit | $ 8,100 | |||
Revenue of acquiree | 2,700 | |||
Net income of acquiree | $ 400 | |||
Stuzo Acquisition | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Estimated Useful Life | 7 years | |||
Estimated useful lives | 7 years | |||
Stuzo Acquisition | Developed technology | Measurement Input, Discount Rate | ||||
Business Acquisition [Line Items] | ||||
Fair value measurement input | 12.50% | |||
Stuzo Acquisition | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 12 years | |||
Stuzo Acquisition | Customer relationships | Measurement Input, Discount Rate | ||||
Business Acquisition [Line Items] | ||||
Fair value measurement input | 12.50% | |||
Stuzo Acquisition | Customer relationships | Measurement Input, Annual Attrition Rate | ||||
Business Acquisition [Line Items] | ||||
Fair value measurement input | 7% | |||
Stuzo Acquisition | Trade names | ||||
Business Acquisition [Line Items] | ||||
Estimated useful lives | 5 years | |||
Stuzo Acquisition | Trade names | Measurement Input, Discount Rate | ||||
Business Acquisition [Line Items] | ||||
Fair value measurement input | 12.50% | |||
Stuzo Acquisition | Trade names | Measurement Input, 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 | Mar. 31, 2024 | Mar. 08, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 619,632 | $ 489,654 | $ 487,083 | $ 486,762 | |
Stuzo Acquisition | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | $ 4,244 | ||||
Accounts receivable | 2,208 | ||||
Property and equipment | 307 | ||||
Prepaid and other acquired assets | 774 | ||||
Goodwill | 132,140 | ||||
Total assets | 208,273 | ||||
Accounts payable | 317 | ||||
Accrued expenses | 4,459 | ||||
Deferred revenue | 5,443 | ||||
Deferred taxes | 8,349 | ||||
Consideration paid | 189,705 | ||||
Stuzo Acquisition | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 18,200 | ||||
Stuzo Acquisition | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 39,000 | ||||
Stuzo Acquisition | Trade name and trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 6,600 | ||||
Stuzo Acquisition | Non-competition agreements | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | $ 4,800 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Stuzo Acquisition - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | |||
Total revenue | $ 113,070 | $ 110,202 | |
Net loss | $ (25,186) | $ (8,158) | |
Pro forma acquisition costs | $ 2,400 |
Accounts Receivable, net - Summ
Accounts Receivable, net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounts Receivable [Abstract] | ||
Accounts receivable, net | $ 69,958 | $ 63,382 |
Government segment | ||
Accounts Receivable [Abstract] | ||
Accounts receivable, net | 23,698 | 20,703 |
Restaurant/Retail segment | ||
Accounts Receivable [Abstract] | ||
Accounts receivable, net | $ 46,260 | $ 42,679 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Allowances for doubtful accounts | $ 2 | $ 1.9 |
Accounts Receivable, net - Acco
Accounts Receivable, net - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 1,900 | |
Provisions | 564 | $ 489 |
Ending balance | 2,000 | |
Restaurant/Retail | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | 1,949 | 2,134 |
Provisions | 564 | 489 |
Write-offs | (557) | (110) |
Ending balance | $ 1,956 | $ 2,513 |
Inventories, net - Schedule of
Inventories, net - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 14,973 | $ 13,564 |
Work in process | 234 | 216 |
Component parts | 9,203 | 9,147 |
Service parts | 644 | 667 |
Inventories, net | $ 25,054 | $ 23,594 |
Inventories, net - Narrative (D
Inventories, net - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Recorded inventory write-downs | $ 9.1 | $ 9 |
Identifiable Intangible Asset_3
Identifiable Intangible Assets and Goodwill - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 235,096 | $ 172,626 |
Impact of currency translation on intangible assets | 581 | 1,399 |
Less: accumulated amortization | (94,590) | (88,259) |
Total | 141,087 | 85,766 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets – net | 157,713 | 94,852 |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 3,826 | 2,886 |
Trademarks, trade names (non-amortizable) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 12,800 | 6,200 |
Acquired developed technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 138,000 | 119,800 |
Weighted-Average Amortization Period | 4 years 9 months 18 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 | $ 37,346 | 36,876 |
Estimated Useful Life | 3 years | |
Weighted-Average Amortization Period | 1 year 9 months 29 days | |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 53,510 | 14,510 |
Weighted-Average Amortization Period | 10 years 6 months | |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 7 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 12 years | |
Trade names | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 1,410 | 1,410 |
Weighted-Average Amortization Period | 9 months | |
Trade names | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 2 years | |
Trade names | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 5 years | |
Non-competition agreements | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 4,830 | $ 30 |
Weighted-Average Amortization Period | 5 years | |
Non-competition agreements | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 1 year | |
Non-competition agreements | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 5 years |
Identifiable Intangible Asset_4
Identifiable Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized software development costs | $ 0.5 | $ 0.9 |
Identifiable Intangible Asset_5
Identifiable Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Research and development | $ 15,768 | $ 14,315 |
Amortization of identifiable intangible assets | 932 | 464 |
Impact of foreign currency translation on intangible assets | 639 | (129) |
Amortization of identifiable intangible assets recorded in cost of sales | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Amortization of identifiable intangible assets | 5,561 | 5,813 |
Amortization expense recorded in operating expenses | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Amortization of identifiable intangible assets | 932 | 464 |
Amortization of acquired developed technology | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Research and development | 4,235 | 4,078 |
Amortization of internally developed software | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Research and development | $ 1,326 | $ 1,735 |
Identifiable Intangible Asset_6
Identifiable Intangible Assets and Goodwill - Expected Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Future amortization of intangible assets [Abstract] | ||
2024, remaining | $ 21,973 | |
2025 | 28,541 | |
2026 | 25,665 | |
2027 | 21,900 | |
2028 | 12,323 | |
Thereafter | 30,685 | |
Total | $ 141,087 | $ 85,766 |
Identifiable Intangible Asset_7
Identifiable Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 489,654 | $ 486,762 |
Foreign currency translation | (2,162) | 321 |
Ending balance | 619,632 | 487,083 |
Stuzo Acquisition | ||
Goodwill [Roll Forward] | ||
Stuzo Acquisition | $ 132,140 | $ 0 |
Debt - Equity and Liability Com
Debt - Equity and Liability Components of the Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | $ 385,000 | $ 385,000 |
Unamortized debt issuance cost | (6,845) | (7,353) |
Total notes payable | 378,155 | 377,647 |
Convertible Notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | 120,000 | 120,000 |
Unamortized debt issuance cost | (1,628) | (1,811) |
Total notes payable | 118,372 | 118,189 |
Convertible Notes | 2027 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | 265,000 | 265,000 |
Unamortized debt issuance cost | (5,217) | (5,542) |
Total notes payable | $ 259,783 | $ 259,458 |
Debt - Summary of Information a
Debt - Summary of Information about the Equity and Liability Components of Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 1,856 | $ 2,011 |
Accretion of debt in interest expense, net | 508 | 522 |
Total interest expense | $ 2,364 | $ 2,533 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024, remaining | $ 0 | |
2025 | 0 | |
2026 | 120,000 | |
2027 | 265,000 | |
2028 | 0 | |
Thereafter | 0 | |
Total | $ 385,000 | $ 385,000 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 07, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Jan. 02, 2024 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Payments for common stock issuance costs | $ 5.5 | ||
Warrants to purchase (in shares) | shares | 6,312 | ||
Warrant, exercise price (in dollars per share) | $ / shares | $ 74.96 | ||
Class of warrant or right, percentage of share exercisable | 1 | ||
Warrant | |||
Subsidiary, Sale of Stock [Line Items] | |||
Derivative, fair value | $ 4.5 | ||
Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, consideration received on transaction | $ 200 | ||
Sale of stock, consideration received for gross purchase price ratio | 0.10 | ||
Proceeds from issuance of private placement | $ 194.4 | ||
Payments for common stock issuance costs | $ 5.5 | ||
Private Placement | PAR Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued in transaction (in shares) | shares | 5,174,638 | ||
Consideration received per transaction | $ 200 | ||
Sale of stock (in dollars per share) | $ / shares | $ 38.65 |
Common Stock - Fair Value of Wa
Common Stock - Fair Value of Warrants, Measurement Assumptions (Details) - Private Placement | Jan. 02, 2024 $ / shares | Apr. 08, 2021 $ / shares |
Subsidiary, Sale of Stock [Line Items] | ||
Expected term | 4 years 3 months | 2 years 3 months |
Risk free interest rate | ||
Subsidiary, Sale of Stock [Line Items] | ||
Risk Free interest rate and expected volatility | 0.0393 | 0.0433 |
Expected volatility | ||
Subsidiary, Sale of Stock [Line Items] | ||
Risk Free interest rate and expected volatility | 0.6339 | 0.5501 |
Fair value (per warrant) | ||
Subsidiary, Sale of Stock [Line Items] | ||
Fair value (per warrant) (in usd per share) | $ 16.21 | $ 7.36 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation, value of forfeitures | $ 0.7 | $ 0.1 |
Share-based payment arrangement, expense | 4.4 | $ 3.1 |
Unrecognized compensation expense | $ 35.5 | |
Two Thousand Twenty One 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 - Stoc
Stock-Based Compensation - Stock-based Compensation Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Options outstanding | |
Beginning balance (in shares) | shares | 920 |
Exercised (in shares) | shares | (107) |
Canceled/forfeited (in shares) | shares | (11) |
Ending balance (in shares) | shares | 802 |
Weighted average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 13.04 |
Exercised (in dollars per share) | $ / shares | 10.29 |
Canceled/forfeited (in dollars per share) | $ / shares | 9.94 |
Ending balance (in dollars per share) | $ / shares | $ 13.46 |
Restricted Stock Unit Awards | |
Restricted Stock Unit Awards | |
Beginning balance (in shares) | shares | 839 |
Granted (in shares) | shares | 429 |
Vested (in shares) | shares | (329) |
Canceled/forfeited (in shares) | shares | (110) |
Ending balance (in shares) | shares | 829 |
Weighted average award value | |
Beginning balance (in dollars per share) | $ / shares | $ 35.83 |
Granted (in dollars per share) | $ / shares | 48.81 |
Vested (in dollars per share) | $ / shares | 32.88 |
Canceled/forfeited (in dollars per share) | $ / shares | 34.88 |
Ending balance (in dollars per share) | $ / shares | $ 44.38 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive stock options outstanding (in shares) | 802 | 1,021 |
Restricted Stock Unit Awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive stock options outstanding (in shares) | 829 | 634 |
Segment and Related Informati_3
Segment and Related Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 reporting_unit | |
Segment Reporting [Abstract] | |
Number of operating segments (in reporting units) | 2 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total | $ 105,497 | $ 100,437 |
Operating (loss) income: | ||
Total | (24,671) | (13,864) |
Other income (expense), net | 306 | (59) |
Interest expense, net | (1,708) | (1,667) |
Loss before benefit from (provision for) income taxes | (26,073) | (15,590) |
Depreciation, amortization and accretion: | 7,734 | 7,455 |
Capital expenditures including software costs: | 1,630 | 2,167 |
United States | ||
Revenues: | ||
Total | 99,957 | 95,437 |
International | ||
Revenues: | ||
Total | 5,540 | 5,000 |
Operating Segments | Restaurant/Retail | ||
Revenues: | ||
Total | 70,073 | 68,584 |
Operating (loss) income: | ||
Total | (26,965) | (16,146) |
Depreciation, amortization and accretion: | 7,615 | 7,340 |
Capital expenditures including software costs: | 1,503 | 2,037 |
Operating Segments | Government | ||
Revenues: | ||
Total | 35,424 | 31,853 |
Operating (loss) income: | ||
Total | 2,294 | 2,282 |
Depreciation, amortization and accretion: | 119 | 115 |
Capital expenditures including software costs: | $ 127 | $ 130 |
Segment and Related Informati_5
Segment and Related Information - Reconciliation of Segment Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Identifiable assets by geographic area [Abstract] | ||||
Assets | $ 1,008,913 | $ 802,606 | ||
Goodwill by business segment [Abstract] | ||||
Goodwill | 619,632 | 489,654 | $ 487,083 | $ 486,762 |
United States | ||||
Identifiable assets by geographic area [Abstract] | ||||
Assets | 978,952 | 767,894 | ||
International | ||||
Identifiable assets by geographic area [Abstract] | ||||
Assets | 29,961 | 34,712 | ||
Restaurant/Retail | ||||
Goodwill by business segment [Abstract] | ||||
Goodwill | 618,896 | 488,918 | ||
Government | ||||
Goodwill by business segment [Abstract] | ||||
Goodwill | 736 | 736 | ||
Operating Segments | Restaurant/Retail | ||||
Identifiable assets by geographic area [Abstract] | ||||
Assets | 894,236 | 694,568 | ||
Operating Segments | Government | ||||
Identifiable assets by geographic area [Abstract] | ||||
Assets | 29,469 | 24,475 | ||
Other | ||||
Identifiable assets by geographic area [Abstract] | ||||
Assets | $ 85,208 | $ 83,563 |
Segment and Related Informati_6
Segment and Related Information - Revenue by Major Customers (Details) - Revenue - Customer Concentration Risk | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
Reportable Segments | Yum! Brands, Inc. | Restaurant/Retail segment | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 8% | 10% |
Reportable Segments | U.S. Department of Defense | Government segment | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 34% | 32% |
All Others | All Others | Government segment | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 58% | 58% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Life insurance balance | $ 3.3 | $ 3.3 |
Amounts owed to employees participating in the deferred compensation plan | $ 1.2 | 1.4 |
2026 Notes | Convertible Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stated interest rate | 2.875% | |
2026 Notes | Convertible Notes | Fair Value, Inputs, Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | $ 149.1 | 145.6 |
2027 Notes | Convertible Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Stated interest rate | 1.50% | |
2027 Notes | Convertible Notes | Fair Value, Inputs, Level 2 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value of debt | $ 244.2 | $ 236.1 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 600 | $ 9,800 |
Change in fair value of contingent consideration | 0 | (5,200) |
Ending balance | $ 600 | $ 4,600 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contingent Consideration Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 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 |
Fair Value | $ 600 |
Revenue based payments | Revenue volatility | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.250 |
Revenue based payments | Discount rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Weighted Average or Range | 0.115 |