Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 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, $0.02 par value | |
Trading Symbol | PAR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,283,935 | |
Entity Central Index Key | 0000708821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 114,928 | $ 37,183 |
Cash held on behalf of customers | 12,804 | 10,170 |
Short-term investments | 27,527 | 37,194 |
Accounts receivable – net | 50,203 | 42,679 |
Inventories | 25,526 | 23,560 |
Other current assets | 9,427 | 8,123 |
Current assets of discontinued operations | 6,382 | 21,690 |
Total current assets | 246,797 | 180,599 |
Property, plant and equipment – net | 14,452 | 15,524 |
Goodwill | 623,875 | 488,918 |
Intangible assets – net | 148,292 | 93,969 |
Lease right-of-use assets | 4,740 | 3,169 |
Other assets | 17,689 | 17,642 |
Noncurrent assets of discontinued operations | 839 | 2,785 |
Total Assets | 1,056,684 | 802,606 |
Current liabilities: | ||
Accounts payable | 30,682 | 25,599 |
Accrued salaries and benefits | 13,954 | 14,128 |
Accrued expenses | 4,047 | 3,533 |
Customers payable | 12,804 | 10,170 |
Lease liabilities – current portion | 1,288 | 1,120 |
Customer deposits and deferred service revenue | 14,294 | 9,304 |
Current liabilities of discontinued operations | 2,033 | 16,378 |
Total current liabilities | 79,102 | 80,232 |
Lease liabilities – net of current portion | 3,540 | 2,145 |
Long-term debt | 378,672 | 377,647 |
Deferred service revenue – noncurrent | 2,876 | 4,204 |
Other long-term liabilities | 4,173 | 3,603 |
Noncurrent liabilities of discontinued operations | 0 | 1,710 |
Total liabilities | 468,363 | 469,541 |
Shareholders’ equity: | ||
Preferred stock, $0.02 par value, 1,000,000 shares authorized | 0 | 0 |
Common stock, $0.02 par value, 116,000,000 shares authorized, 35,574,128 and 29,386,234 shares issued, 34,104,235 and 28,029,915 outstanding at June 30, 2024 and December 31, 2023, respectively | 705 | 584 |
Additional paid in capital | 852,406 | 625,154 |
Accumulated deficit | (239,054) | (274,956) |
Accumulated other comprehensive loss | (3,908) | (939) |
Treasury stock, at cost, 1,469,893 shares and 1,356,319 shares at June 30, 2024 and December 31, 2023, respectively | (21,828) | (16,778) |
Total shareholders’ equity | 588,321 | 333,065 |
Total Liabilities and Shareholders’ Equity | $ 1,056,684 | $ 802,606 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 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) | 116,000,000 | 116,000,000 |
Common stock, issued (in shares) | 35,574,128 | 29,386,234 |
Common stock, outstanding (in shares) | 34,104,235 | 28,029,915 |
Treasury stock (in shares) | 1,469,893 | 1,356,319 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues, net: | ||||
Total revenues, net | $ 78,150 | $ 69,529 | $ 148,223 | $ 138,113 |
Cost of sales: | ||||
Total cost of sales | 46,122 | 50,343 | 90,137 | 98,015 |
Gross margin | 32,028 | 19,186 | 58,086 | 40,098 |
Operating expenses: | ||||
Sales and marketing | 9,811 | 10,075 | 20,737 | 19,473 |
General and administrative | 25,369 | 16,434 | 50,544 | 35,401 |
Research and development | 16,237 | 14,888 | 32,005 | 29,203 |
Amortization of identifiable intangible assets | 1,946 | 465 | 2,878 | 929 |
Adjustment to contingent consideration liability | (600) | (2,300) | (600) | (7,500) |
Gain on insurance proceeds | 0 | (500) | 0 | (500) |
Total operating expenses | 52,763 | 39,062 | 105,564 | 77,006 |
Operating loss | (20,735) | (19,876) | (47,478) | (36,908) |
Other (expense) income, net | (610) | 155 | (310) | 146 |
Interest expense, net | (1,630) | (1,735) | (3,338) | (3,402) |
Loss from continuing operations before (provision for) benefit from income taxes | (22,975) | (21,456) | (51,126) | (40,164) |
(Provision for) benefit from income taxes | (612) | (383) | 7,173 | (698) |
Net loss from continuing operations | (23,587) | (21,839) | (43,953) | (40,862) |
Net income from discontinued operations | 77,777 | 2,137 | 79,855 | 5,255 |
Net income (loss) | $ 54,190 | $ (19,702) | $ 35,902 | $ (35,607) |
Net income (loss) per share (basic and diluted): | ||||
Continuing operations, basic (in dollars per share) | $ (0.69) | $ (0.80) | $ (1.33) | $ (1.49) |
Continuing operations, diluted (in dollars per share) | (0.69) | (0.80) | (1.33) | (1.49) |
Discontinued operations, basic (in dollars per share) | 2.29 | 0.08 | 2.42 | 0.19 |
Discontinued operations, diluted (in dollars per share) | 2.29 | 0.08 | 2.42 | 0.19 |
Total, basic (in dollars per share) | 1.60 | (0.72) | 1.09 | (1.30) |
Total, diluted (in dollars per share) | $ 1.60 | $ (0.72) | $ 1.09 | $ (1.30) |
Weighted average shares outstanding, basic (in shares) | 34,015 | 27,357 | 32,935 | 27,381 |
Weighted average shares outstanding, diluted (in shares) | 34,015 | 27,357 | 32,935 | 27,381 |
Hardware | ||||
Revenues, net: | ||||
Total revenues, net | $ 20,116 | $ 26,390 | $ 38,342 | $ 53,167 |
Cost of sales: | ||||
Total cost of sales | 15,539 | 21,326 | 29,709 | 43,707 |
Subscription service | ||||
Revenues, net: | ||||
Total revenues, net | 44,872 | 30,372 | 83,251 | 58,337 |
Cost of sales: | ||||
Total cost of sales | 21,041 | 17,233 | 39,635 | 31,158 |
Professional service | ||||
Revenues, net: | ||||
Total revenues, net | 13,162 | 12,767 | 26,630 | 26,609 |
Cost of sales: | ||||
Total cost of sales | $ 9,542 | $ 11,784 | $ 20,793 | $ 23,150 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 54,190 | $ (19,702) | $ 35,902 | $ (35,607) |
Other comprehensive income (loss), net of applicable tax: | ||||
Foreign currency translation adjustments | (255) | (1,517) | (2,969) | (1,559) |
Comprehensive income (loss) | $ 53,935 | $ (21,219) | $ 32,933 | $ (37,166) |
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 income (loss) | (15,905) | (15,905) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 28,755,000 | |||||
Ending balance at Mar. 31, 2023 | 359,878 | $ 572 | 598,393 | (221,109) | (1,407) | $ (16,571) |
Treasury stock (in shares) at Mar. 31, 2023 | 1,350,000 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 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] | ||||||
Foreign currency translation adjustments | (1,559) | |||||
Net income (loss) | (35,607) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 28,799,000 | |||||
Ending balance at Jun. 30, 2023 | 342,216 | $ 572 | 602,155 | (240,811) | (2,924) | $ (16,776) |
Treasury stock (in shares) at Jun. 30, 2023 | 1,356,000 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 28,755,000 | |||||
Beginning balance at Mar. 31, 2023 | 359,878 | $ 572 | 598,393 | (221,109) | (1,407) | $ (16,571) |
Treasury stock (in shares) at Mar. 31, 2023 | 1,350,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon the exercise of stock options (in shares) | 9,000 | |||||
Issuance of common stock upon the exercise of stock options | 147 | 147 | ||||
Net issuance of restricted stock awards and restricted stock units (in shares) | 35,000 | |||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 6,000 | |||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (205) | $ (205) | ||||
Stock-based compensation | 3,615 | 3,615 | ||||
Foreign currency translation adjustments | (1,517) | (1,517) | ||||
Net income (loss) | (19,702) | (19,702) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 28,799,000 | |||||
Ending balance at Jun. 30, 2023 | $ 342,216 | $ 572 | 602,155 | (240,811) | (2,924) | $ (16,776) |
Treasury stock (in shares) at Jun. 30, 2023 | 1,356,000 | |||||
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 | |||||
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 income (loss) | (18,288) | (18,288) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 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 | 1,465,000 | |||||
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) | 142,000 | |||||
Foreign currency translation adjustments | $ (2,969) | |||||
Net income (loss) | $ 35,902 | |||||
Ending balance (in shares) at Jun. 30, 2024 | 34,104,235 | 35,574,000 | ||||
Ending balance at Jun. 30, 2024 | $ 588,321 | $ 705 | 852,406 | (239,054) | (3,908) | $ (21,828) |
Treasury stock (in shares) at Jun. 30, 2024 | 1,469,893 | 1,470,000 | ||||
Beginning balance (in shares) at Mar. 31, 2024 | 35,439,000 | |||||
Beginning balance at Mar. 31, 2024 | $ 526,400 | $ 703 | 844,210 | (293,244) | (3,653) | $ (21,616) |
Treasury stock (in shares) at Mar. 31, 2024 | 1,465,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon the exercise of stock options (in shares) | 35,000 | |||||
Issuance of common stock upon the exercise of stock options | 432 | $ 0 | 432 | |||
Net issuance of restricted stock awards and restricted stock units (in shares) | 85,000 | |||||
Net issuance of restricted stock awards and restricted stock units | 0 | $ 2 | (2) | |||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock (in shares) | 5,000 | |||||
Treasury stock acquired from employees upon vesting or forfeiture of restricted stock | (212) | $ (212) | ||||
Issuance of common stock for employee stock purchase plan (in shares) | 15,000 | |||||
Issuance of common stock for employee stock purchase plan | 526 | 526 | ||||
Stock-based compensation | 7,240 | 7,240 | ||||
Foreign currency translation adjustments | (255) | (255) | ||||
Net income (loss) | $ 54,190 | 54,190 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 34,104,235 | 35,574,000 | ||||
Ending balance at Jun. 30, 2024 | $ 588,321 | $ 705 | $ 852,406 | $ (239,054) | $ (3,908) | $ (21,828) |
Treasury stock (in shares) at Jun. 30, 2024 | 1,469,893 | 1,470,000 |
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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 35,902 | $ (35,607) |
Net income from discontinued operations | (79,855) | (5,255) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16,127 | 13,584 |
Accretion of debt in interest expense, net | 1,025 | 1,053 |
Accretion of discount on held to maturity investments in interest expense, net | 265 | 0 |
Current expected credit losses | 1,553 | 784 |
Provision for obsolete inventory | 684 | 352 |
Stock-based compensation | 10,696 | 6,609 |
Adjustment to contingent consideration liability | (600) | (7,500) |
Deferred income tax | (7,037) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,963) | (4,489) |
Inventories | (2,672) | 10,796 |
Other current assets | (541) | (1,323) |
Other assets | (125) | 564 |
Accounts payable | 4,657 | 1,760 |
Accrued salaries and benefits | (466) | (3,211) |
Accrued expenses | (2,975) | 616 |
Customer deposits and deferred service revenue | (4,017) | 25 |
Customers payable | 2,634 | 1,819 |
Other long-term liabilities | (327) | (486) |
Cash used in operating activities - continuing operations | (33,035) | (19,909) |
Cash (used in) provided by operating activities - discontinued operations | (4,387) | 7,114 |
Net cash used in operating activities | (37,422) | (12,795) |
Cash flows from investing activities: | ||
Cash paid for acquisition, net of cash acquired | (166,292) | 0 |
Capital expenditures | (407) | (3,023) |
Capitalization of software costs | (2,668) | (1,993) |
Proceeds from sale of held to maturity investments | 37,753 | 44,180 |
Purchases of held to maturity investments | (28,351) | (45,115) |
Cash used in investing activities - continuing operations | (159,965) | (5,951) |
Cash provided by (used in) investing activities - discontinued operations | 87,051 | (214) |
Net cash used in investing activities | (72,914) | (6,165) |
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 | (5,050) | (2,683) |
Proceeds from employee stock purchase plan | 526 | 0 |
Proceeds from exercise of stock options | 1,537 | 202 |
Cash provided by (used in) financing activities - continuing operations | 191,503 | (2,481) |
Cash provided by (used in) in financing activities - discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | 191,503 | (2,481) |
Effect of exchange rate changes on cash and cash equivalents | (132) | (2,906) |
Net increase (decrease) in cash and cash equivalents and cash held on behalf of customers | 81,035 | (24,347) |
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 | 128,574 | 53,186 |
Reconciliation of cash and cash equivalents and cash held on behalf of customers | ||
Cash and cash equivalents | 115,770 | 44,162 |
Cash held on behalf of customers | 12,804 | 9,024 |
Total cash and cash equivalents and cash held on behalf of customers | 128,574 | 53,186 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,713 | 106 |
Cash paid for income taxes | 792 | 525 |
Capitalized software recorded in accounts payable | 35 | 642 |
Capital expenditures in accounts payable | 88 | 131 |
Common stock issued for acquisition | 19,170 | $ 0 |
Cash and cash equivalents included in discontinued operations | $ 800 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 one segment, Restaurant/Retail. We report aggregate financial information on a consolidated basis to our Chief Executive Officer, who is the Company’s chief operating decision maker. 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 product lines: Engagement Cloud, which includes Punchh and PAR Retail (formerly Stuzo) products and services, 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. 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”). The results of operations of the Company's Government segment are reported as discontinued operations in the condensed consolidated statements of operations for all periods presented and the remaining related assets and liabilities associated with the discontinued operations are classified as held for sale in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. All results and information in the condensed consolidated financial statements are presented as continuing operations and exclude the Government segment unless otherwise noted specifically as discontinued operations. 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) June 30, 2024 December 31, 2023 Cash and cash equivalents Cash $ 55,806 $ 37,143 Money market funds 59,122 40 Cash held on behalf of customers 12,804 10,170 Total cash and cash equivalents and cash held on behalf of customers $ 127,732 $ 47,353 The Company maintained bank balances that, at times, exceeded the federally insured limit during the six months ended June 30, 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) June 30, 2024 December 31, 2023 Short-term investments Treasury bills and notes $ 27,527 $ 37,194 Total short-term investments $ 27,527 $ 37,194 The Company did not have any material gains or losses on these securities during the six months ended June 30, 2024. The estimated fair value of these securities approximated their carrying value as of June 30, 2024 and December 31, 2023. Discontinued Operations In determining whether a group of assets which has been disposed of (or is to be disposed of) should be presented as a discontinued operation, the Company analyzes whether the group of assets being disposed of represented a component of the entity; that is, whether it had historic operations and cash flows that were clearly distinguished (both operationally and for financial reporting purposes). In addition, the Company considers whether the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. The assets and liabilities of a discontinued operation, other than goodwill, are measured at the lower of carrying amount or fair value less cost to sell. When a portion of a goodwill reporting unit that constitutes a business is to be disposed of, the goodwill associated with that business is included in the carrying amount of the business based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. The Company allocates interest to discontinued operations if the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal. Other Assets Other assets include deferred implementation costs of $8.2 million and $8.8 million and deferred commissions of $3.1 million and $2.6 million at June 30, 2024 and December 31, 2023, respectively. The following table summarizes amortization expense for deferred implementation costs and deferred commissions: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Amortization of deferred implementation costs $ 1,549 $ 1,143 $ 3,044 $ 2,137 Amortization of deferred commissions 411 206 804 391 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 June 30, 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 $0.3 million and $0.4 million at June 30, 2024 and December 31, 2023, respectively. Gain on Insurance Proceeds During the six months ended June 30, 2023, the Company received $0.5 million of insurance proceeds in connection with the settlement of a legacy claim. No insurance proceeds were received during the six months ended June 30, 2024. Related Party Transactions During the six months ended June 30, 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 June 30, 2024 and December 31, 2023, the Company had zero accounts payable owed to Act III Management. During the three months ended June 30, 2024 and 2023, the Company paid Act III Management zero and $0.1 million, respectively, and during the six months ended June 30, 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 six months ended June 30, 2024 that are of significance or potential significance to the Company. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Deferred Revenue Deferred revenue is as follows: (in thousands) June 30, 2024 December 31, 2023 Current $ 12,539 $ 7,250 Non-current 2,876 4,204 Total $ 15,415 $ 11,454 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) 7,680 — Recognition of deferred revenue (42,052) (14,112) Deferral of revenue 38,333 14,682 Ending balance - June 30 $ 15,415 $ 14,154 The above tables exclude customer deposits of $1.8 million and $1.6 million as of the six months ended June 30, 2024 and 2023, respectively. During the three months ended June 30, 2024 and 2023, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $2.1 million and $2.9 million. During the six months ended June 30, 2024 and 2023, the Company recognized revenue included in deferred revenue at the beginning of each respective period of $4.9 million and $6.0 million. Disaggregated Revenue The Company disaggregates revenue from contracts with customers by major product line 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 June 30, 2024 Three Months Ended June 30, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Restaurant/Retail Restaurant/Retail Hardware $ 20,116 $ — $ 26,390 $ — Subscription service — 44,872 — 30,372 Professional service 4,914 8,248 5,709 7,058 Total $ 25,030 $ 53,120 $ 32,099 $ 37,430 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Restaurant/Retail Restaurant/Retail Hardware $ 38,342 $ — $ 53,167 $ — Subscription service — 83,251 — 58,337 Professional service 10,641 15,989 12,195 14,414 Total $ 48,983 $ 99,240 $ 65,362 $ 72,751 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 its footprint in the C-Stores market vertical with Stuzo's industry-leading guest engagement platform (PAR Retail) serving major brands in the space. $1.5 million of the Cash Consideration was 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 June 30, 2024. The Company incurred acquisition expenses related to the Stuzo Acquisition of approximately $2.8 million which are included in general and administrative in the condensed consolidated statements of operations. The Stuzo Acquisition was accounted for as a business combination in accordance with Accounting Standards Codification ("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 "Acquisition Date"). The fair value determinations were based on management's estimates and assumptions, with the assistance of independent valuation and tax consultants. 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 (if any) are settled. During the three months ended June 30, 2024, preliminary fair values of assets and liabilities as of the Acquisition Date were adjusted to reflect ongoing acquisition valuation analyses and net working capital adjustments. These adjustments included changes to accounts receivable, customer relationships, trademarks, non-competition agreements, goodwill, deferred revenue, and deferred taxes to reflect changes in underlying fair value assumptions. The Company is in the process of finalizing valuation assumptions for the intangibles and the sales tax liability exposure as of the Acquisition Date. The following table presents management's current purchase price allocation and the initial purchase price allocation: (in thousands) Current purchase price allocation Initial purchase price allocation Cash $ 4,244 $ 4,244 Accounts receivable 1,262 2,208 Property and equipment 307 307 Developed technology 18,200 18,200 Customer relationships 39,400 39,000 Trademarks 5,400 6,600 Non-competition agreements 3,500 4,800 Prepaid and other acquired assets 774 774 Goodwill 137,008 132,140 Total assets 210,095 208,273 Accounts payable 317 317 Accrued expenses 4,459 4,459 Deferred revenue 7,680 5,443 Deferred taxes 7,934 8,349 Consideration paid $ 189,705 $ 189,705 Intangible Assets The Company identified four acquired intangible assets in the Stuzo Acquisition: developed technology; customer relationships; 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 preliminary intangible fair value and 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 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 trademarks 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 developed technology; fifteen years for customer relationships related to SaaS platform and related support; five years for customer relationships related to managed platform development services; indefinite for the 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 $7.9 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 $7.7 million for the six months ended June 30, 2024. Pro Forma Financial Information - unaudited For the three and six months ended June 30, 2024, the Stuzo Acquisition resulted in additional revenues of $10.1 million and $12.7 million, respectively and income before income taxes of $1.4 million and $1.8 million, respectively. The following table summarizes the Company's unaudited pro forma results of operations for the three months ended June 30, 2023 and the six months ended June 30, 2024 and 2023 as if the Stuzo Acquisition had occurred on January 1, 2023: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2024 2023 Total revenue $ 79,676 $ 156,066 $ 158,025 Net loss from continuing operations (21,054) (51,359) (32,623) 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. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On June 7, 2024 (the “Closing Date”), the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Booz Allen Hamilton Inc. ("Booz Allen Hamilton") for the sale of PAR Government Systems Corporation ("PGSC"), a wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, on the Closing Date, Booz Allen Hamilton acquired 100% of the issued and outstanding shares of common stock of PGSC for a cash purchase price of $95.0 million, before customary post-closing adjustments based on PGSC’s indebtedness, working capital, cash, and transaction expenses at closing. At closing we entered into a transition services agreement with Booz Allen Hamilton ("TSA") pursuant to which the Company and Booz Allen Hamilton provide certain transitional services to each other as contemplated by and subject to the Purchase Agreement. The service period for the transitional services generally ends during the third quarter of 2025. Additionally, on June 10, 2024, the Company announced that it had entered into an acquisition agreement for the sale of 100% of the issued and outstanding equity interests of Rome Research Corporation (“RRC”), a wholly-owned subsidiary of the Company. The sale was completed on July 1, 2024. Refer to “Note 15 – Subsequent Events” for additional information on the sale of RRC. The sale of PGSC and RRC comprise the sale of 100% of the Company's Government segment. The Company recognized a pre-tax gain on sale of $76.8 million from the sale of PGSC for the three months ended June 30, 2024. Pursuant to the Purchase Agreement, within 120 days following the Closing Date Booz Allen Hamilton is required to deliver to the Company a closing statement setting forth its determination of net working capital and any resulting net working capital surplus or deficit. To the extent there is an adjustment to net working capital, as agreed to by the Company and Booz Allen Hamilton pursuant to the Purchase Agreement, any such change will be recorded as an adjustment to the gain on sale of discontinued operations for the period such change occurs. As of June 30, 2024, the Company estimated the federal taxable gain on sale to be $73.9 million, however, we expect to offset the taxable gain through the utilization of several tax benefits including $41.4 million of our net operating loss carryforwards, $22.2 million of our Section 163(j) interest expense limitation carryforwards, and $1.6 million of our research and development tax credits. Additionally, the income tax associated with the gain will be impacted by the final allocation of the sales price, which may be materially different from the Company’s estimates. The impact of changes in estimated income tax (if any) will be recorded as an adjustment to discontinued operations in the period such change in estimate occurs. The Company incurred expenses related to its disposition of PGSC of approximately $6.6 million which are included in net income from discontinued operations in the condensed consolidated statements of operations. The accounting requirements for reporting the disposition of PGSC and RRC as discontinued operations were met when the disposition of PGSC was completed and the sale of RRC was deemed probable. Accordingly, the historical results of PGSC and RRC have been presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The following table presents the major classes of assets and liabilities of discontinued operations for PGSC and RRC as of December 31, 2023 and RRC as of June 30, 2024: (in thousands) June 30, 2024 December 31, 2023 Accounts receivable – net $ 5,262 $ 20,703 Other current assets 1,120 987 Total current assets 6,382 21,690 Noncurrent assets 839 2,785 Total assets of discontinued operations $ 7,221 $ 24,475 Accounts payable — 4,209 Accrued salaries and benefits 1,284 5,013 Accrued expenses 724 6,910 Other current liabilities 25 246 Total current liabilities 2,033 16,378 Noncurrent liabilities — 1,710 Total liabilities of discontinued operations $ 2,033 $ 18,088 The following table presents the major categories of income from discontinued operations: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Contract revenue $ 31,116 $ 31,015 $ 66,540 $ 62,868 Contract cost of sales (28,185) (28,778) (60,218) (57,464) Operating income from discontinued operations 2,931 2,237 6,322 5,404 General and administrative expense 449 (14) (870) (13) Other expense, net (6) (60) — (110) Gain on sale of discontinued operations 76,754 — 76,754 — Income from discontinued operations before provision for income taxes 80,128 2,163 82,206 5,281 Provision for income taxes (2,351) (26) (2,351) (26) Net income from discontinued operations $ 77,777 $ 2,137 $ 79,855 $ 5,255 In accordance with ASC Topic 205, Presentation of Financial Statements , the Company adjusted contract cost of sales to exclude corporate overhead allocated to discontinued operations for all periods presented. The following table presents selected non-cash operating and investing activities related to cash flows from discontinued operations: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Depreciation and amortization $ 84 $ 116 $ 200 $ 231 Capital expenditures 106 84 233 214 Stock-based compensation 906 14 954 61 |
Accounts Receivable, net
Accounts Receivable, net | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, net | Accounts Receivable, net At June 30, 2024 and December 31, 2023, the Company had current expected credit losses of $2.8 million and $1.9 million, respectively, against accounts receivable. Changes in the current expected credit loss for the six months ended June 30 were: (in thousands) 2024 2023 Beginning Balance - January 1 $ 1,949 $ 2,134 Provisions 1,553 784 Write-offs (707) (643) Ending Balance - June 30 $ 2,795 $ 2,275 |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net The components of inventory, adjusted for reserves, consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Finished goods $ 16,212 $ 13,530 Work in process 161 216 Component parts 8,581 9,147 Service parts 572 667 Inventories, net $ 25,526 $ 23,560 At June 30, 2024 and December 31, 2023, the Company had excess and obsolescence reserves of $9.6 million and $9.0 million, respectively, against inventories. |
Identifiable Intangible Assets
Identifiable Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 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) June 30, 2024 December 31, 2023 Estimated Weighted-Average Amortization Period Acquired developed technology $ 138,000 $ 119,800 3 - 7 years 4.59 years Internally developed software costs 36,605 34,735 3 years 2.64 years Customer relationships 53,910 14,510 5 - 15 years 8.66 years Trade names 1,410 1,410 2 - 5 years 0.5 years Non-competition agreements 3,530 30 1 - 5 years 4.75 years 233,455 170,485 Impact of currency translation on intangible assets 623 1,399 Less: accumulated amortization (101,106) (87,001) 132,972 84,883 Internally developed software costs not meeting general release threshold 3,720 2,886 Trademarks, trade names (non-amortizable) 11,600 6,200 Indefinite $ 148,292 $ 93,969 Software costs placed into service during the three months ended June 30, 2024 and 2023, were $1.5 million and $1.4 million, respectively. Software costs placed into service during the six months ended June 30, 2024 and 2023, were $1.9 million and $2.2 million, respectively. The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Amortization of acquired developed technology $ 4,717 $ 4,092 $ 8,968 $ 8,171 Amortization of internally developed software 1,192 1,507 2,423 3,147 Amortization of identifiable intangible assets recorded in cost of sales 5,909 5,599 11,391 11,318 Amortization expense recorded in operating expenses 1,946 465 2,878 929 Impact of foreign currency translation on intangible assets (29) (212) 611 (341) 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: (in thousands) 2024, remaining $ 15,424 2025 29,447 2026 27,435 2027 23,335 2028 13,584 Thereafter 23,747 Total $ 132,972 Goodwill carried is as follows: (in thousands) 2024 2023 Beginning balance - January 1 $ 488,918 $ 486,026 Stuzo Acquisition 137,008 — Foreign currency translation (2,051) 885 Ending balance - June 30 $ 623,875 $ 486,911 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes information about the net carrying amounts of long-term debt as of June 30, 2024: (in thousands) 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 120,000 $ 265,000 $ 385,000 Unamortized debt issuance cost (1,441) (4,887) (6,328) Total notes payable $ 118,559 $ 260,113 $ 378,672 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 Six Months Ended (in thousands) 2024 2023 2024 2023 Contractual interest expense $ 1,856 $ 2,011 $ 3,712 $ 4,005 Accretion of debt in interest expense 517 531 1,025 1,053 Total interest expense $ 2,373 $ 2,542 $ 4,737 $ 5,058 The following table summarizes the future principal payments as of June 30, 2024: (in thousands) 2024, remaining $ — 2025 — 2026 120,000 2027 265,000 2028 — Thereafter — Total $ 385,000 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 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 "Securities 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 Securities 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 Securities 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 provides 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 private placement of its common stock on March 7, 2024 to partially fund the Stuzo Acquisition, an additional 6,312 shares of common stock are available for purchase under the Warrant, increasing the total to 510,287 shares of common stock available for purchase at an 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 | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, net of forfeitures and adjustments of $(0.4) million and $0.2 million, was $6.3 million and $3.6 million for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation expense, net of forfeitures and adjustments of $0.2 million and $0.3 million, was $10.7 million and $6.6 million for the six months ended June 30, 2024 and 2023, respectively. At June 30, 2024, the aggregate unrecognized compensation expense related to unvested equity awards was $36.7 million, which is expected to be recognized as compensation expense in fiscal years 2024 through 2027. A summary of stock option activity for the six months ended June 30, 2024 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted Outstanding at January 1, 2024 920 $ 13.04 Exercised (142) 11.00 Canceled/forfeited (11) 9.94 Outstanding at June 30, 2024 767 $ 13.47 A summary of unvested restricted stock units activity for the six months ended June 30, 2024 is below: (in thousands, except for weighted average award value) Restricted Stock Weighted Outstanding at January 1, 2024 839 $ 35.83 Granted 541 47.41 Vested (414) 33.76 Canceled/forfeited (83) 36.79 Outstanding at June 30, 2024 883 $ 42.25 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per share is calculated in accordance with ASC Topic 260, Earnings per Share |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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. 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. |
Geographic Information and Cust
Geographic Information and Customer Concentration | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Geographic Information and Customer Concentration | Geographic Information and Customer Concentration The following table represents revenues by country based on the location of the revenue: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 United States $ 73,181 $ 64,360 $ 137,714 $ 127,945 International 4,969 5,169 10,509 10,168 Total $ 78,150 $ 69,529 $ 148,223 $ 138,113 The following table represents assets by country based on the location of the assets: (in thousands) June 30, 2024 December 31, 2023 United States $ 1,030,468 $ 767,894 International 26,216 34,712 Total $ 1,056,684 $ 802,606 Customers comprising 10% or more of the Company’s total revenues are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 McDonald’s Corporation 11 % 14 % 10 % 12 % Yum! Brands, Inc. 10 % 13 % 11 % 14 % Dairy Queen 9 % 10 % 9 % 12 % All Others 70 % 63 % 70 % 62 % Total 100 % 100 % 100 % 100 % No other customer within "All Others" represented 10% or more of the Company’s total revenue for the three and six months ended June 30, 2024 or 2023. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 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 June 30, 2024 and December 31, 2023 were considered representative of their fair values because of their short-term nature and are classified as Level 1 of the fair value hierarchy. Debt instruments are recorded at principal amount net of unamortized debt issuance cost and discount (refer to "Note 8 - 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 June 30, 2024 was $152.9 million and $247.8 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 June 30, 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 June 30, 2024 were $0.3 million compared to $0.4 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. During the three months ended June 30, 2024, the Company determined that there would be no earn-out payment related to the MENU Acquisition. As such, the Company wrote off the remaining fair value of the earn-out liability. 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 six months ended June 30: (in thousands) 2024 2023 Balance at January 1 $ 600 $ 9,800 Change in fair value of contingent consideration (600) (7,500) Balance at June 30 $ — $ 2,300 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 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) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 1, 2024, the Company sold 100% of the issued and outstanding equity interests of RRC, a wholly-owned subsidiary of the Company, to NexTech Solutions Holdings, LLC for a cash purchase price of $7.0 million, before customary post-closing adjustments based on RRC’s indebtedness, working capital, cash, and transaction expenses at closing. The Company will recognize a pre-tax gain on sale of $0.6 million from the sale of RRC in the third quarter of 2024. On July 5, 2024, the Company entered into a credit agreement (the "Credit Agreement"), as the borrower, with certain of its U.S. subsidiaries, as guarantors, the lenders party thereto, Blue Owl Capital Corporation, as administrative agent and collateral agent, and Blue Owl Credit Advisors, LLC, as lead arranger and bookrunner, that provides for a term loan in an initial aggregate principal amount of $90.0 million (the "Credit Facility" and, the loans thereunder, the “Term Loans”). The Credit Facility matures on the earlier of (i) July 5, 2029 and (ii) the date on which the Company's 2027 Notes become due and payable in accordance with their terms. The Term Loans bear interest at a rate equal to either of the following, as selected by the Company: (i) an alternate base rate plus an applicable margin of 4.50%, 4.00% or 3.50% based on a total net recurring revenue leverage ratio, or (ii) a secured overnight financing rate plus an applicable margin of 5.50%, 5.00% or 4.50% based on a total net recurring revenue leverage ratio. Voluntary prepayments of the Term Loans, as well as certain mandatory prepayments of the Term Loans, require payment of a prepayment premium of 4.0% during the first year of the Credit Facility, 3.0% during the second year of the Credit Facility, and 1.0% during the third year of the Credit Facility. Under the Credit Agreement, the Company is required to maintain liquidity of at least $20.0 million and a total net annual recurring revenue leverage ratio of no greater than 1.25 to 1.00. On July 18, 2024 (New York Time), July 19, 2024 (Sydney Time) (the "TASK Closing Date"), the Company completed its acquisition of TASK Group Holdings Limited (“TASK”) pursuant to a court-approved scheme of arrangement. On the TASK Closing Date, the Company paid holders of TASK shares approximately $131.5 million in cash consideration, and issued 2,163,393 shares of common stock at a price of $52.70 per share of Company common stock, for a total purchase consideration of $245.5 million. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ 54,190 | $ (18,288) | $ (19,702) | $ (15,905) | $ 35,902 | $ (35,607) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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. |
Discontinued Operations, Policy | Discontinued Operations In determining whether a group of assets which has been disposed of (or is to be disposed of) should be presented as a discontinued operation, the Company analyzes whether the group of assets being disposed of represented a component of the entity; that is, whether it had historic operations and cash flows that were clearly distinguished (both operationally and for financial reporting purposes). In addition, the Company considers whether the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. The assets and liabilities of a discontinued operation, other than goodwill, are measured at the lower of carrying amount or fair value less cost to sell. When a portion of a goodwill reporting unit that constitutes a business is to be disposed of, the goodwill associated with that business is included in the carrying amount of the business based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. The Company allocates interest to discontinued operations if the interest is directly attributable to the discontinued operations or is interest on debt that is required to be repaid as a result of the disposal. |
Other assets | Other Assets Other assets include deferred implementation costs of $8.2 million and $8.8 million and deferred commissions of $3.1 million and $2.6 million at June 30, 2024 and December 31, 2023, respectively. The following table summarizes amortization expense for deferred implementation costs and deferred commissions: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Amortization of deferred implementation costs $ 1,549 $ 1,143 $ 3,044 $ 2,137 Amortization of deferred commissions 411 206 804 391 |
Other Long-Term Liabilities | Other Long-Term Liabilities |
Related Party Transactions | Related Party Transactions During the six months ended June 30, 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 six months ended June 30, 2024 that are of significance or potential significance to the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 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) June 30, 2024 December 31, 2023 Cash and cash equivalents Cash $ 55,806 $ 37,143 Money market funds 59,122 40 Cash held on behalf of customers 12,804 10,170 Total cash and cash equivalents and cash held on behalf of customers $ 127,732 $ 47,353 |
Schedule of Short-Term Investment | The carrying value of investment securities consist of the following: (in thousands) June 30, 2024 December 31, 2023 Short-term investments Treasury bills and notes $ 27,527 $ 37,194 Total short-term investments $ 27,527 $ 37,194 |
Schedule of Amortization Expense for Deferred Implementation Costs and Deferred Commissions | The following table summarizes amortization expense for deferred implementation costs and deferred commissions: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Amortization of deferred implementation costs $ 1,549 $ 1,143 $ 3,044 $ 2,137 Amortization of deferred commissions 411 206 804 391 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Performance Obligations | Deferred revenue is as follows: (in thousands) June 30, 2024 December 31, 2023 Current $ 12,539 $ 7,250 Non-current 2,876 4,204 Total $ 15,415 $ 11,454 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) 7,680 — Recognition of deferred revenue (42,052) (14,112) Deferral of revenue 38,333 14,682 Ending balance - June 30 $ 15,415 $ 14,154 |
Schedule of Disaggregated Revenue | Disaggregated revenue is as follows: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Restaurant/Retail Restaurant/Retail Hardware $ 20,116 $ — $ 26,390 $ — Subscription service — 44,872 — 30,372 Professional service 4,914 8,248 5,709 7,058 Total $ 25,030 $ 53,120 $ 32,099 $ 37,430 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 (in thousands) Restaurant/Retail Restaurant/Retail Restaurant/Retail Restaurant/Retail Hardware $ 38,342 $ — $ 53,167 $ — Subscription service — 83,251 — 58,337 Professional service 10,641 15,989 12,195 14,414 Total $ 48,983 $ 99,240 $ 65,362 $ 72,751 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Pro Forma Financial Information | The following table presents management's current purchase price allocation and the initial purchase price allocation: (in thousands) Current purchase price allocation Initial purchase price allocation Cash $ 4,244 $ 4,244 Accounts receivable 1,262 2,208 Property and equipment 307 307 Developed technology 18,200 18,200 Customer relationships 39,400 39,000 Trademarks 5,400 6,600 Non-competition agreements 3,500 4,800 Prepaid and other acquired assets 774 774 Goodwill 137,008 132,140 Total assets 210,095 208,273 Accounts payable 317 317 Accrued expenses 4,459 4,459 Deferred revenue 7,680 5,443 Deferred taxes 7,934 8,349 Consideration paid $ 189,705 $ 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 June 30, 2023 and the six months ended June 30, 2024 and 2023 as if the Stuzo Acquisition had occurred on January 1, 2023: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2024 2023 Total revenue $ 79,676 $ 156,066 $ 158,025 Net loss from continuing operations (21,054) (51,359) (32,623) 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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Carrying Amount of Net Assets Classified as Held for Sale | The following table presents the major classes of assets and liabilities of discontinued operations for PGSC and RRC as of December 31, 2023 and RRC as of June 30, 2024: (in thousands) June 30, 2024 December 31, 2023 Accounts receivable – net $ 5,262 $ 20,703 Other current assets 1,120 987 Total current assets 6,382 21,690 Noncurrent assets 839 2,785 Total assets of discontinued operations $ 7,221 $ 24,475 Accounts payable — 4,209 Accrued salaries and benefits 1,284 5,013 Accrued expenses 724 6,910 Other current liabilities 25 246 Total current liabilities 2,033 16,378 Noncurrent liabilities — 1,710 Total liabilities of discontinued operations $ 2,033 $ 18,088 The following table presents the major categories of income from discontinued operations: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Contract revenue $ 31,116 $ 31,015 $ 66,540 $ 62,868 Contract cost of sales (28,185) (28,778) (60,218) (57,464) Operating income from discontinued operations 2,931 2,237 6,322 5,404 General and administrative expense 449 (14) (870) (13) Other expense, net (6) (60) — (110) Gain on sale of discontinued operations 76,754 — 76,754 — Income from discontinued operations before provision for income taxes 80,128 2,163 82,206 5,281 Provision for income taxes (2,351) (26) (2,351) (26) Net income from discontinued operations $ 77,777 $ 2,137 $ 79,855 $ 5,255 The following table presents selected non-cash operating and investing activities related to cash flows from discontinued operations: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Depreciation and amortization $ 84 $ 116 $ 200 $ 231 Capital expenditures 106 84 233 214 Stock-based compensation 906 14 954 61 |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Allowance for Credit Loss | Changes in the current expected credit loss for the six months ended June 30 were: (in thousands) 2024 2023 Beginning Balance - January 1 $ 1,949 $ 2,134 Provisions 1,553 784 Write-offs (707) (643) Ending Balance - June 30 $ 2,795 $ 2,275 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory, adjusted for reserves, consisted of the following: (in thousands) June 30, 2024 December 31, 2023 Finished goods $ 16,212 $ 13,530 Work in process 161 216 Component parts 8,581 9,147 Service parts 572 667 Inventories, net $ 25,526 $ 23,560 |
Identifiable Intangible Asset_2
Identifiable Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Identifiable Intangible Assets | The components of identifiable intangible assets are: (in thousands) June 30, 2024 December 31, 2023 Estimated Weighted-Average Amortization Period Acquired developed technology $ 138,000 $ 119,800 3 - 7 years 4.59 years Internally developed software costs 36,605 34,735 3 years 2.64 years Customer relationships 53,910 14,510 5 - 15 years 8.66 years Trade names 1,410 1,410 2 - 5 years 0.5 years Non-competition agreements 3,530 30 1 - 5 years 4.75 years 233,455 170,485 Impact of currency translation on intangible assets 623 1,399 Less: accumulated amortization (101,106) (87,001) 132,972 84,883 Internally developed software costs not meeting general release threshold 3,720 2,886 Trademarks, trade names (non-amortizable) 11,600 6,200 Indefinite $ 148,292 $ 93,969 |
Schedule of Amortization Expense | The following table summarizes amortization expense for acquired developed technology and internally developed software: Three Months Ended June 30, Six Months Ended (in thousands) 2024 2023 2024 2023 Amortization of acquired developed technology $ 4,717 $ 4,092 $ 8,968 $ 8,171 Amortization of internally developed software 1,192 1,507 2,423 3,147 Amortization of identifiable intangible assets recorded in cost of sales 5,909 5,599 11,391 11,318 Amortization expense recorded in operating expenses 1,946 465 2,878 929 Impact of foreign currency translation on intangible assets (29) (212) 611 (341) |
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: (in thousands) 2024, remaining $ 15,424 2025 29,447 2026 27,435 2027 23,335 2028 13,584 Thereafter 23,747 Total $ 132,972 |
Schedule of Goodwill | Goodwill carried is as follows: (in thousands) 2024 2023 Beginning balance - January 1 $ 488,918 $ 486,026 Stuzo Acquisition 137,008 — Foreign currency translation (2,051) 885 Ending balance - June 30 $ 623,875 $ 486,911 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2024: (in thousands) 2026 Notes 2027 Notes Total Principal amount of notes outstanding $ 120,000 $ 265,000 $ 385,000 Unamortized debt issuance cost (1,441) (4,887) (6,328) Total notes payable $ 118,559 $ 260,113 $ 378,672 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 Six Months Ended (in thousands) 2024 2023 2024 2023 Contractual interest expense $ 1,856 $ 2,011 $ 3,712 $ 4,005 Accretion of debt in interest expense 517 531 1,025 1,053 Total interest expense $ 2,373 $ 2,542 $ 4,737 $ 5,058 |
Schedule of Maturities of Long-term Debt | The following table summarizes the future principal payments as of June 30, 2024: (in thousands) 2024, remaining $ — 2025 — 2026 120,000 2027 265,000 2028 — Thereafter — Total $ 385,000 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the six months ended June 30, 2024 is below: (in thousands, except for weighted average exercise price) Options outstanding Weighted Outstanding at January 1, 2024 920 $ 13.04 Exercised (142) 11.00 Canceled/forfeited (11) 9.94 Outstanding at June 30, 2024 767 $ 13.47 |
Schedule of Unvested Restricted Stock Units Activity | A summary of unvested restricted stock units activity for the six months ended June 30, 2024 is below: (in thousands, except for weighted average award value) Restricted Stock Weighted Outstanding at January 1, 2024 839 $ 35.83 Granted 541 47.41 Vested (414) 33.76 Canceled/forfeited (83) 36.79 Outstanding at June 30, 2024 883 $ 42.25 |
Geographic Information and Cu_2
Geographic Information and Customer Concentration (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Information of the Company's Segments | The following table represents revenues by country based on the location of the revenue: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 United States $ 73,181 $ 64,360 $ 137,714 $ 127,945 International 4,969 5,169 10,509 10,168 Total $ 78,150 $ 69,529 $ 148,223 $ 138,113 |
Schedule of Revenue by Geographic Area | The following table represents assets by country based on the location of the assets: (in thousands) June 30, 2024 December 31, 2023 United States $ 1,030,468 $ 767,894 International 26,216 34,712 Total $ 1,056,684 $ 802,606 |
Schedule of Revenue by Major Customers | Customers comprising 10% or more of the Company’s total revenues are summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 McDonald’s Corporation 11 % 14 % 10 % 12 % Yum! Brands, Inc. 10 % 13 % 11 % 14 % Dairy Queen 9 % 10 % 9 % 12 % All Others 70 % 63 % 70 % 62 % Total 100 % 100 % 100 % 100 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule 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 six months ended June 30: (in thousands) 2024 2023 Balance at January 1 $ 600 $ 9,800 Change in fair value of contingent consideration (600) (7,500) Balance at June 30 $ — $ 2,300 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis | The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of 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 | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) reporting_unit | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Related Party Transaction [Line Items] | |||||
Number of operating segments (in reporting units) | reporting_unit | 1 | ||||
Number of reportable segments (in reporting units) | reporting_unit | 1 | ||||
Deferred costs and other assets | $ 8,200,000 | $ 8,200,000 | $ 8,800,000 | ||
Deferred commission | 3,100,000 | 3,100,000 | 2,600,000 | ||
Life insurance balance | 3,300,000 | 3,300,000 | 3,300,000 | ||
Deferred compensation liability | 300,000 | 300,000 | 400,000 | ||
Proceeds from insurance settlement | 0 | $ 500,000 | |||
Developed Technology Rights | Director | |||||
Related Party Transaction [Line Items] | |||||
Accounts Payable | 0 | 0 | $ 0 | ||
Master Development Agreement | Director | |||||
Related Party Transaction [Line Items] | |||||
Amount paid for services to act III management | $ 0 | $ 100,000 | $ 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 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Accounting Policies [Abstract] | |||
Cash | $ 55,806 | $ 37,143 | |
Money market funds | 59,122 | 40 | |
Cash held on behalf of customers | 12,804 | 10,170 | $ 9,024 |
Total cash and cash equivalents and cash held on behalf of customers | $ 127,732 | $ 47,353 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 27,527 | $ 37,194 |
Treasury bills and notes | ||
Summary of Investment Holdings [Line Items] | ||
Total Short-term Investments | $ 27,527 | $ 37,194 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Amortization Expense for Deferred Implementation Costs and Deferred Commissions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Amortization of deferred implementation costs | $ 1,549 | $ 1,143 | $ 3,044 | $ 2,137 |
Amortization of deferred commissions | $ 411 | $ 206 | $ 804 | $ 391 |
Revenue Recognition - Performan
Revenue Recognition - Performance Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 15,415 | $ 11,454 | $ 14,154 | $ 13,584 |
Current | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | 12,539 | 7,250 | ||
Non-current | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Performance obligations | $ 2,876 | $ 4,204 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Customer deposits | $ 1.8 | $ 1.6 | $ 1.8 | $ 1.6 |
Recognition of deferred revenue | $ 2.1 | $ 2.9 | $ 4.9 | $ 6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 60 months | 60 months | ||
Performance obligation, percentage | 100% | 100% | ||
Non-current | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | ||||
Disaggregation of Revenue [Line Items] | ||||
Performance obligations, period | 36 months | 36 months |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue for Long-term (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Remaining Performance Obligation [Roll Forward] | ||
Beginning balance - January 1 | $ 11,454 | $ 13,584 |
Acquired deferred revenue (Note 3) | 7,680 | 0 |
Recognition of deferred revenue | (42,052) | (14,112) |
Deferral of revenue | 38,333 | 14,682 |
Ending balance - June 30 | $ 15,415 | $ 14,154 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 78,150 | $ 69,529 | $ 148,223 | $ 138,113 |
Hardware | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 20,116 | 26,390 | 38,342 | 53,167 |
Subscription service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44,872 | 30,372 | 83,251 | 58,337 |
Professional service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 13,162 | 12,767 | 26,630 | 26,609 |
Restaurant/Retail | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,030 | 32,099 | 48,983 | 65,362 |
Restaurant/Retail | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 53,120 | 37,430 | 99,240 | 72,751 |
Restaurant/Retail | Hardware | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 20,116 | 26,390 | 38,342 | 53,167 |
Restaurant/Retail | Hardware | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Restaurant/Retail | Subscription service | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Restaurant/Retail | Subscription service | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 44,872 | 30,372 | 83,251 | 58,337 |
Restaurant/Retail | Professional service | Point in Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 4,914 | 5,709 | 10,641 | 12,195 |
Restaurant/Retail | Professional service | Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 8,248 | $ 7,058 | $ 15,989 | $ 14,414 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 08, 2024 USD ($) intangibleAsset $ / shares shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||
(Provision for) benefit from income taxes | $ (612) | $ (383) | $ 7,173 | $ (698) | |
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 | $ 2,800 | ||||
Number of acquired intangible assets | intangibleAsset | 4 | ||||
Deferred taxes | $ 8,349 | 7,934 | 7,934 | ||
(Provision for) benefit from income taxes | 7,700 | ||||
Revenue of acquiree | 10,100 | 12,700 | |||
Net income of acquiree | $ 1,400 | $ 1,800 | |||
Stuzo Acquisition | Developed Technology Rights | |||||
Business Acquisition [Line Items] | |||||
Estimated useful life (in years) | 7 years | ||||
Estimated useful lives | 7 years | ||||
Stuzo Acquisition | Developed Technology Rights | 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 | 15 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 | Jun. 30, 2024 | Mar. 08, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 623,875 | $ 488,918 | $ 486,911 | $ 486,026 | |
Stuzo Acquisition | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Cash | 4,244 | $ 4,244 | |||
Accounts receivable | 1,262 | 2,208 | |||
Property and equipment | 307 | 307 | |||
Prepaid and other acquired assets | 774 | 774 | |||
Goodwill | 137,008 | 132,140 | |||
Total assets | 210,095 | 208,273 | |||
Accounts payable | 317 | 317 | |||
Accrued expenses | 4,459 | 4,459 | |||
Deferred revenue | 7,680 | 5,443 | |||
Deferred taxes | 7,934 | 8,349 | |||
Consideration paid | 189,705 | 189,705 | |||
Stuzo Acquisition | Developed technology | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 18,200 | 18,200 | |||
Stuzo Acquisition | Customer relationships | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 39,400 | 39,000 | |||
Stuzo Acquisition | Trademarks | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | 5,400 | 6,600 | |||
Stuzo Acquisition | Non-competition agreements | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets | $ 3,500 | $ 4,800 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Stuzo Acquisition - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Total revenue | $ 79,676 | $ 156,066 | $ 158,025 | |
Net loss from continuing operations | $ (21,054) | $ (51,359) | $ (32,623) | |
Income taxes on the pro forma adjustments | $ 2,400 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 07, 2024 | Dec. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Current liabilities of discontinued operations | $ 2,033 | $ 2,033 | $ 2,033 | $ 16,378 | |||
Discontinued Operations, Disposed of by Sale | PGSC and RRC | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Purchase price | $ 95,000 | ||||||
Pre tax gain on sale | 76,754 | $ 0 | 76,754 | $ 0 | |||
Accounts receivable – net | 5,262 | 5,262 | 5,262 | 20,703 | |||
Other current assets | 1,120 | 1,120 | 1,120 | 987 | |||
Total assets of discontinued operations | 7,221 | 7,221 | 7,221 | 24,475 | |||
Current liabilities of discontinued operations | 2,033 | 2,033 | 2,033 | $ 16,378 | |||
Discontinued Operations, Disposed of by Sale | PGSC | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Pre tax gain on sale | 76,800 | ||||||
Gain on sale | 73,900 | 73,900 | 73,900 | ||||
Operating loss carryforwards | 41,400 | 41,400 | 41,400 | ||||
Interest expense limitation carryforwards | 22,200 | 22,200 | 22,200 | ||||
Research and development tax credit | 1,600 | $ 1,600 | $ 1,600 | ||||
Separation expenses | $ 6,600 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Carrying Amount of Net Assets Classified as Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Current assets of discontinued operations | $ 6,382 | $ 21,690 |
Noncurrent assets of discontinued operations | 839 | 2,785 |
Current liabilities of discontinued operations | 2,033 | 16,378 |
Noncurrent liabilities | 0 | 1,710 |
Discontinued Operations, Disposed of by Sale | PGSC and RRC | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable – net | 5,262 | 20,703 |
Other current assets | 1,120 | 987 |
Current assets of discontinued operations | 6,382 | 21,690 |
Noncurrent assets of discontinued operations | 839 | 2,785 |
Total assets of discontinued operations | 7,221 | 24,475 |
Accounts payable | 0 | 4,209 |
Accrued salaries and benefits | 1,284 | 5,013 |
Accrued expenses | 724 | 6,910 |
Other current liabilities | 25 | 246 |
Current liabilities of discontinued operations | 2,033 | 16,378 |
Noncurrent liabilities | 0 | 1,710 |
Total liabilities of discontinued operations | $ 2,033 | $ 18,088 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Major Categories of Income from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income from discontinued operations | $ 77,777 | $ 2,137 | $ 79,855 | $ 5,255 |
Discontinued Operations, Disposed of by Sale | PGSC and RRC | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Contract revenue | 31,116 | 31,015 | 66,540 | 62,868 |
Contract cost of sales | (28,185) | (28,778) | (60,218) | (57,464) |
Operating income from discontinued operations | 2,931 | 2,237 | 6,322 | 5,404 |
Other expense, net | (6) | (60) | 0 | (110) |
Gain on sale of discontinued operations | 76,754 | 0 | 76,754 | 0 |
Income from discontinued operations before provision for income taxes | 80,128 | 2,163 | 82,206 | 5,281 |
Provision for income taxes | (2,351) | (26) | (2,351) | (26) |
Net income from discontinued operations | 77,777 | 2,137 | 79,855 | 5,255 |
Discontinued Operations, Disposed of by Sale | PGSC and RRC Including Adjustments | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
General and administrative expense | $ 449 | $ (14) | $ (870) | $ (13) |
Discontinued Operations - Infor
Discontinued Operations - Information Related to Cash Flows from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Depreciation and amortization | $ 84 | $ 116 | $ 200 | $ 231 |
Capital expenditures | 106 | 84 | 233 | 214 |
Stock-based compensation | $ 906 | $ 14 | $ 954 | $ 61 |
Accounts Receivable, net - Narr
Accounts Receivable, net - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||||
Allowances for doubtful accounts | $ 2,795 | $ 1,949 | $ 2,275 | $ 2,134 |
Accounts Receivable, net - Acco
Accounts Receivable, net - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 1,949 | $ 2,134 |
Provisions | 1,553 | 784 |
Write-offs | (707) | (643) |
Ending balance | $ 2,795 | $ 2,275 |
Inventories, net - Schedule of
Inventories, net - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 16,212 | $ 13,530 |
Work in process | 161 | 216 |
Component parts | 8,581 | 9,147 |
Service parts | 572 | 667 |
Inventories, net | $ 25,526 | $ 23,560 |
Inventories, net - Narrative (D
Inventories, net - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Recorded inventory write-downs | $ 9.6 | $ 9 |
Identifiable Intangible Asset_3
Identifiable Intangible Assets and Goodwill - Components of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 233,455 | $ 170,485 |
Impact of currency translation on intangible assets | 623 | 1,399 |
Less: accumulated amortization | (101,106) | (87,001) |
Total | 132,972 | 84,883 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets – net | 148,292 | 93,969 |
Internally developed software costs not meeting general release threshold | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 3,720 | 2,886 |
Trademarks, trade names (non-amortizable) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, gross | 11,600 | 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 7 months 2 days | |
Acquired developed technology | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 3 years | |
Acquired developed technology | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 7 years | |
Internally developed software costs | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 36,605 | 34,735 |
Estimated Useful Life | 3 years | |
Weighted-Average Amortization Period | 2 years 7 months 20 days | |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 53,910 | 14,510 |
Weighted-Average Amortization Period | 8 years 7 months 28 days | |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 5 years | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated Useful Life | 15 years | |
Trade names | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-lived intangible assets, gross | $ 1,410 | 1,410 |
Weighted-Average Amortization Period | 6 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 | $ 3,530 | $ 30 |
Weighted-Average Amortization Period | 4 years 9 months | |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Capitalized software development costs | $ 1.5 | $ 1.4 | $ 1.9 | $ 2.2 |
Identifiable Intangible Asset_5
Identifiable Intangible Assets and Goodwill - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Research and development | $ 16,237 | $ 14,888 | $ 32,005 | $ 29,203 |
Amortization of identifiable intangible assets | 1,946 | 465 | 2,878 | 929 |
Impact of foreign currency translation on intangible assets | (29) | (212) | 611 | (341) |
Amortization of identifiable intangible assets recorded in cost of sales | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization of identifiable intangible assets | 5,909 | 5,599 | 11,391 | 11,318 |
Amortization expense recorded in operating expenses | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Amortization of identifiable intangible assets | 1,946 | 465 | 2,878 | 929 |
Amortization of acquired developed technology | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Research and development | 4,717 | 4,092 | 8,968 | 8,171 |
Amortization of internally developed software | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Research and development | $ 1,192 | $ 1,507 | $ 2,423 | $ 3,147 |
Identifiable Intangible Asset_6
Identifiable Intangible Assets and Goodwill - Expected Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Future amortization of intangible assets [Abstract] | ||
2024, remaining | $ 15,424 | |
2025 | 29,447 | |
2026 | 27,435 | |
2027 | 23,335 | |
2028 | 13,584 | |
Thereafter | 23,747 | |
Total | $ 132,972 | $ 84,883 |
Identifiable Intangible Asset_7
Identifiable Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 488,918 | $ 486,026 |
Foreign currency translation | (2,051) | 885 |
Ending balance | 623,875 | 486,911 |
Stuzo Acquisition | ||
Goodwill [Roll Forward] | ||
Stuzo Acquisition | 137,008 | $ 0 |
Ending balance | $ 137,008 |
Debt - Equity and Liability Com
Debt - Equity and Liability Components of the Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | $ 385,000 | $ 385,000 |
Unamortized debt issuance cost | (6,328) | (7,353) |
Total notes payable | 378,672 | 377,647 |
Convertible Notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | 120,000 | 120,000 |
Unamortized debt issuance cost | (1,441) | (1,811) |
Total notes payable | 118,559 | 118,189 |
Convertible Notes | 2027 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount of notes outstanding | 265,000 | 265,000 |
Unamortized debt issuance cost | (4,887) | (5,542) |
Total notes payable | $ 260,113 | $ 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 1,856 | $ 2,011 | $ 3,712 | $ 4,005 |
Accretion of debt in interest expense, net | 517 | 531 | 1,025 | 1,053 |
Total interest expense | $ 2,373 | $ 2,542 | $ 4,737 | $ 5,058 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Notes (Details) - USD ($) $ in Thousands | Jun. 30, 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 ($) | Jan. 02, 2024 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||
Payments for common stock issuance costs | $ 5.5 | ||
Number of shares of common stock available for purchase | shares | 510,287 | ||
Warrant, exercise price (in dollars per share) | $ / shares | $ 74.96 | ||
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 | ||
Number of shares of common stock available for purchase | shares | 6,312 | ||
Private Placement | PAR Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issued | 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation, value of forfeitures | $ (0.4) | $ 0.2 | $ 0.2 | $ 0.3 |
Share-based payment arrangement, expense | 6.3 | $ 3.6 | 10.7 | $ 6.6 |
Unrecognized compensation expense | $ 36.7 | $ 36.7 | ||
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 | 330,000 | ||
Shares purchased for grant (in shares) | 15,251 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Options outstanding | |
Beginning balance (in shares) | shares | 920 |
Exercised (in shares) | shares | (142) |
Canceled/forfeited (in shares) | shares | (11) |
Ending balance (in shares) | shares | 767 |
Weighted average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 13.04 |
Exercised (in dollars per share) | $ / shares | 11 |
Canceled/forfeited (in dollars per share) | $ / shares | 9.94 |
Ending balance (in dollars per share) | $ / shares | $ 13.47 |
Restricted Stock Units | |
Restricted Stock Unit Awards | |
Beginning balance (in shares) | shares | 839 |
Granted (in shares) | shares | 541 |
Vested (in shares) | shares | (414) |
Canceled/forfeited (in shares) | shares | (83) |
Ending balance (in shares) | shares | 883 |
Weighted average award value | |
Beginning balance (in dollars per share) | $ / shares | $ 35.83 |
Granted (in dollars per share) | $ / shares | 47.41 |
Vested (in dollars per share) | $ / shares | 33.76 |
Canceled/forfeited (in dollars per share) | $ / shares | 36.79 |
Ending balance (in dollars per share) | $ / shares | $ 42.25 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 767 | 1,003 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 883 | 880 |
Geographic Information and Cu_3
Geographic Information and Customer Concentration - Information of the Company's Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 78,150 | $ 69,529 | $ 148,223 | $ 138,113 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 73,181 | 64,360 | 137,714 | 127,945 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 4,969 | $ 5,169 | $ 10,509 | $ 10,168 |
Geographic Information and Cu_4
Geographic Information and Customer Concentration - Reconciliation of Segment Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 1,056,684 | $ 802,606 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | 1,030,468 | 767,894 |
International | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Assets | $ 26,216 | $ 34,712 |
Geographic Information and Cu_5
Geographic Information and Customer Concentration - Revenue by Major Customers (Details) - Revenue - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
McDonald’s Corporation | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 11% | 14% | 10% | 12% |
Yum! Brands, Inc. | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 10% | 13% | 11% | 14% |
Dairy Queen | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 9% | 10% | 9% | 12% |
All Others | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk, percentage | 70% | 63% | 70% | 62% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 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 | $ 0.3 | 0.4 |
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 | $ 152.9 | 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 | $ 247.8 | $ 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 | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 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 | (600) | (7,500) |
Ending balance | $ 0 | $ 2,300 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contingent Consideration Liability (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value, liability, recurring basis, unobservable input reconciliation, gain (loss), statement of income or comprehensive income [extensible enumeration] | Adjustment to contingent consideration liability | |
Revenue based payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration liability | $ 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 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 18, 2024 | Jul. 05, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jul. 01, 2024 | |
TASK Group Holdings Limited | ||||||
Subsequent Event [Line Items] | ||||||
Acquisition related costs | $ 1,000,000 | $ 2,000,000 | ||||
Discontinued Operations, Disposed of by Sale | RRC | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Pre tax gain on sale | $ 600,000 | |||||
Subsequent Event | TASK Group Holdings Limited | ||||||
Subsequent Event [Line Items] | ||||||
Business acquisition, cash paid | $ 131,500,000 | |||||
Equity interest issued (in shares) | 2,163,393 | |||||
Business acquisition, share price (in dollars per share) | $ 52.70 | |||||
Total purchase consideration | $ 245,500,000 | |||||
Subsequent Event | Secured Debt | ||||||
Subsequent Event [Line Items] | ||||||
Prepayment premium , credit facility, year one, percentage | 4% | |||||
Prepayment remium , premium , credit facility, year two, percentage | 3% | |||||
Prepayment, premium , credit facility, year three, percentage | 1% | |||||
Liquidity requirement | $ 20,000,000 | |||||
Subsequent Event | Secured Debt | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, face amount | $ 90,000,000 | |||||
Subsequent Event | Secured Debt | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Net annual recurring revenue leverage ratio | 1.25 | |||||
Subsequent Event | Secured Debt | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Net annual recurring revenue leverage ratio | 1 | |||||
Subsequent Event | Variable Rate Component One | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||
Subsequent Event [Line Items] | ||||||
Variable rate | 5.50% | |||||
Subsequent Event | Variable Rate Component One | Secured Debt | Base rate | ||||||
Subsequent Event [Line Items] | ||||||
Variable rate | 4.50% | |||||
Subsequent Event | Variable Rate Component Two | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||
Subsequent Event [Line Items] | ||||||
Variable rate | 5% | |||||
Subsequent Event | Variable Rate Component Two | Secured Debt | Base rate | ||||||
Subsequent Event [Line Items] | ||||||
Variable rate | 4% | |||||
Subsequent Event | Variable Rate Component Three | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||
Subsequent Event [Line Items] | ||||||
Variable rate | 4.50% | |||||
Subsequent Event | Variable Rate Component Three | Secured Debt | Base rate | ||||||
Subsequent Event [Line Items] | ||||||
Variable rate | 3.50% | |||||
Subsequent Event | Discontinued Operations, Disposed of by Sale | RRC | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price | $ 7,000,000 |
Uncategorized Items - par-20240
Label | Element | Value |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | us-gaap_DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents | $ 200,000 |