PAR Technology Corporation Announces 2022 Third Quarter Results

NEW HARTFORD, N.Y.–(BUSINESS WIRE)–PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for the third quarter ended September 30, 2022.

Summary of Fiscal 2022 Third Quarter

  • Revenues were reported at $92.8 million for the third quarter of 2022, a 19.1% increase compared to $77.9 million for the same period in 2021.
  • Net loss for the third quarter of 2022 was $21.3 million, or $0.79 net loss per share, compared to a net loss of $31.9 million, or $1.23 net loss per share reported for the same period in 2021.
  • EBITDA for the third quarter of 2022 was a loss of $12.2 million compared to a loss of $20.4 million for the same period in 2021.
  • Adjusted EBITDA for the third quarter of 2022 was a loss of $8.0 million compared to an Adjusted EBITDA loss of $4.0 million for the same period in 2021.
  • Adjusted net loss for the third quarter of 2022 was $11.9 million, or $0.44 adjusted diluted net loss per share, compared to an adjusted net loss of $9.3 million, or $0.36 adjusted diluted net loss per share, for the same period in 2021.

Summary of Year-to-Date Financial Results

_______

(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.

The Company’s key performance indicators ARR and Active Sites(1) are organized into three product groupings: Guest Engagement (Punchh and MENU), Operator Solutions (Brink POS, PAR Pay, and PAR Payment Services), and Back Office (Data Central).

Highlights of Guest Engagement – Third Quarter 2022(1):

  • ARR at end of Q3 ’22 totaled $57.5 million
  • New store Activations in Q3 ’22 totaled 5,698 sites
  • Active Sites as of September 30, 2022 totaled 67,104 restaurants

Highlights of Operator Solutions – Third Quarter 2022(1):

  • ARR at end of Q3 ’22 totaled $38.9 million
  • New store Activations in Q3 ’22 totaled 985 sites
  • Bookings in Q3 ’22 totaled 1,137 sites
  • Active Sites as of September 30, 2022 totaled 18,572 restaurants

Highlights of Back Office – Third Quarter 2022(1):

  • ARR at end of Q3 ’22 totaled $10.2 million
  • New store Activations in Q3 ’22 totaled 367 sites
  • Active Sites as of September 30, 2022 totaled 6,668 restaurants

PAR Technology CEO, Savneet Singh commented, “The continued growth in our subscription services software revenues positions our Company well to deliver strong financial performance for the next few years. Each time we add a new customer it opens up the opportunity for a long term relationship where we can introduce our new products and increase long term value to the customer and life time value to PAR. These additional customer opportunities and added revenues related to our new unified experience products will allow us to grow revenue while leveraging the prior investments we had made. That leverage will drive incremental operating profits and allow our Company to exit FY 2023 cash flow positive.”

Earnings Conference Call.

There will be an earnings conference call at 9:00 a.m. (Eastern) on November 9, 2022, during which the Company’s management will discuss the financial results for the third quarter ended September 30, 2022. To participate on the conference call, please register in advance via the link provided at After registering, a confirmation email will be sent including dial-in details and unique conference call codes for entry. Registration is open through the live call, but to ensure you are connected for the entire call we suggest registering at least 10 minutes before the start of the call. The conference call will also be webcast live. To access the webcast, please visit a recording of the webcast will be available on the site after the event.

About PAR Technology Corporation.

For more than 40 years, PAR Technology Corporation’s (NYSE Symbol: PAR) cutting-edge products and services have helped bold and passionate restaurant brands build lasting guest relationships. We are the partner enterprise restaurants rely on when they need to serve amazing moments from open to close, during the most hectic rush hours, and when the world forces them to adapt and overcome. More than 100,000 restaurants in more than 110 countries use PAR’s restaurant point-of-sale, loyalty, payments, digital ordering and back-office software solutions as well as industry leading hardware and drive-thru offerings. To learn more, visit partech.com or connect with us on LinkedIn, Twitter, Facebook, and Instagram.

On November 9, 2022, the Company published its inaugural Environmental, Social and Governance Report, which highlights the Company’s accomplishments in 2021 and includes certain initiatives implemented in 2022. The ESG report can be found at

_______

(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below.

Key Performance Indicators and Non-GAAP Financial Measures.

We monitor certain operating data and non-GAAP financial measures in the evaluation and management of our business. Select key operating data and non-GAAP financial measures have been provided in this press release as we believe these to be useful in facilitating period-to-period comparisons of our business performance. Operating data and non-GAAP financial measures do not reflect and should be viewed independently of our financial performance determined in accordance with GAAP. Operating data and non-GAAP financial measures are not forecasts or indicators of future or expected results and should not have undue reliance placed upon them by investors.

Where non-GAAP financial measures are included in this press release, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non-GAAP financial measures is included in this press release under “About Non-GAAP Financial Measures”.

Unless otherwise indicated, financial and operating data included in this press release is as of September 30, 2022.

As used in this press release:

Annualized Recurring Revenue or “ARR” is the annualized revenue from SaaS and related revenue of our software products. We calculate ARR by annualizing the monthly recurring revenue for all Active Sites as of the last day of each month for the respective reporting period. ARR also includes recurring payment processing services revenue, net of expenses. We charge a per-transaction fee each time a customer payment is processed electronically.

“Active Sites” represent locations active on PAR’s SaaS software as of the last day of the respective fiscal period.

“Activations” are calculated as of the end of each month based on the number of SaaS customers that have initiated use of our software products/platforms. Once “activated”, PAR begins to invoice/bill the customer. In specific cases with Punchh, invoicing takes place before activation takes place.

“Booking” is a customer purchase order for SaaS; upon PAR’s acceptance, the customer is obligated to purchase the SaaS and pay PAR for the services. In specific cases with Punchh, bookings are added at the time of execution of the relevant master services agreement.

Trademarks.

“PARTM,” “Brink POS®,” “MENUTM”,“Punchh®,” “Data Central®,” “PARTM Pay”, “PARTM Payment Services” and other trademarks appearing in this press release belong to us.

Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, financial results, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on management’s current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release on our business, financial condition, and results of operations. Factors, risks, trends and uncertainties that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release include the continuing impact of COVID-19 on our business and operating results, including actions taken by governmental authorities (including COVID-19 lockdowns), businesses and individuals in response; unfavorable macroeconomic conditions, such as recession or slowed economic growth, increased interest rates, inflation, and a decline in consumer confidence and discretionary spending; geopolitical events, such as the Russia-Ukraine war; the competitive marketplace for talent and its impact on employee recruitment and retention; component shortages, inventory management, and/or manufacturing disruptions and logistics challenges; and the other factors, risks, trends and uncertainties discussed in our filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share amounts)

 

Assets

September 30,

2022

 

December 31,

2021

Current assets:

 

 

 

Cash and cash equivalents

$

89,504

 

 

$

188,419

 

Short-term investments

 

40,015

 

 

 

 

Accounts receivable – net

 

54,845

 

 

 

49,978

 

Inventories

 

39,707

 

 

 

35,078

 

Other current assets

 

9,185

 

 

 

9,532

 

Total current assets

 

233,256

 

 

 

283,007

 

Property, plant and equipment – net

 

12,836

 

 

 

13,709

 

Goodwill

 

485,121

 

 

 

457,306

 

Intangible assets – net

 

116,242

 

 

 

118,763

 

Lease right-of-use assets

 

2,736

 

 

 

4,348

 

Other assets

 

14,550

 

 

 

11,016

 

Total assets

$

864,741

 

 

$

888,149

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities:

 

 

 

Current portion of long-term debt

$

180

 

 

$

705

 

Accounts payable

 

24,601

 

 

 

20,845

 

Accrued salaries and benefits

 

17,848

 

 

 

17,265

 

Accrued expenses

 

5,190

 

 

 

5,042

 

Customers payable

 

3,985

 

 

 

 

Lease liabilities – current portion

 

1,262

 

 

 

2,266

 

Customer deposits and deferred service revenue

 

12,693

 

 

 

14,394

 

Total current liabilities

 

65,759

 

 

 

60,517

 

Lease liabilities – net of current portion

 

1,717

 

 

 

2,440

 

Deferred service revenue – noncurrent

 

5,888

 

 

 

7,597

 

Long-term debt

 

388,680

 

 

 

305,845

 

Other long-term liabilities

 

19,611

 

 

 

7,405

 

Total liabilities

 

481,655

 

 

 

383,804

 

Shareholders’ equity:

 

 

 

Preferred stock, $.02 par value, 1,000,000 shares authorized, none outstanding

 

 

 

 

 

Common stock, $0.02 par value, 58,000,000 shares authorized, 28,529,832 and 28,094,333 shares issued, 27,283,410 and 26,924,397 outstanding at September 30, 2022 and December 31, 2021, respectively

 

569

 

 

 

562

 

Additional paid in capital

 

592,100

 

 

 

640,937

 

Accumulated deficit

 

(191,723

)

 

 

(122,505

)

Accumulated other comprehensive loss

 

(4,204

)

 

 

(3,704

)

Treasury stock, at cost, 1,246,422 shares and 1,181,449 shares at September 30, 2022 and December 31, 2021, respectively

 

(13,656

)

 

 

(10,945

)

Total shareholders’ equity

 

383,086

 

 

 

504,345

 

Total Liabilities and Shareholders’ Equity

$

864,741

 

 

$

888,149

 

See notes to unaudited interim condensed consolidated financial statements included in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022 (the “Quarterly Report”).

PAR TECHNOLOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

 

2022

 

 

 

2021

 

 

 

2022

 

 

 

2021

 

Revenues, net:

 

 

 

 

 

 

 

Product

$

31,343

 

 

$

30,291

 

 

$

84,820

 

 

$

72,786

 

Service

 

37,010

 

 

 

29,530

 

 

 

106,550

 

 

 

74,743

 

Contract

 

24,414

 

 

 

18,039

 

 

 

66,775

 

 

 

53,748

 

Total revenues, net

 

92,767

 

 

 

77,860

 

 

 

258,145

 

 

 

201,277

 

Costs of sales:

 

 

 

 

 

 

 

Product

 

25,458

 

 

 

22,786

 

 

 

69,666

 

 

 

56,158

 

Service

 

24,021

 

 

 

20,792

 

 

 

64,981

 

 

 

52,427

 

Contract

 

21,880

 

 

 

16,068

 

 

 

60,356

 

 

 

49,175

 

Total cost of sales

 

71,359

 

 

 

59,646

 

 

 

195,003

 

 

 

157,760

 

Gross margin

 

21,408

 

 

 

18,214

 

 

 

63,142

 

 

 

43,517

 

Operating expenses:

 

 

 

 

 

 

 

Selling, general and administrative

 

26,543

 

 

 

21,662

 

 

 

75,309

 

 

 

59,145

 

Research and development

 

12,843

 

 

 

10,122

 

 

 

33,785

 

 

 

24,574

 

Amortization of identifiable intangible assets

 

465

 

 

 

539

 

 

 

1,399

 

 

 

1,303

 

Gain on insurance proceeds

 

 

 

 

 

 

 

 

 

 

(4,400

)

Total operating expenses

 

39,851

 

 

 

32,323

 

 

 

110,493

 

 

 

80,622

 

Operating loss

 

(18,443

)

 

 

(14,109

)

 

 

(47,351

)

 

 

(37,105

)

Other expense, net

 

(179

)

 

 

(539

)

 

 

(804

)

 

 

(931

)

Interest expense, net

 

(2,140

)

 

 

(5,406

)

 

 

(7,054

)

 

 

(12,503

)

Loss on extinguishment of debt

 

 

 

 

(11,916

)

 

 

 

 

 

(11,916

)

Loss before provision for income taxes

 

(20,762

)

 

 

(31,970

)

 

 

(55,209

)

 

 

(62,455

)

(Provision for) benefit from income taxes

 

(578

)

 

 

37

 

 

 

(629

)

 

 

12,295

 

Net loss

$

(21,340

)

 

$

(31,933

)

 

$

(55,838

)

 

$

(50,160

)

Net loss per share (basic and diluted)

$

(0.79

)

 

$

(1.23

)

 

$

(2.06

)

 

$

(2.05

)

Weighted average shares outstanding (basic and diluted)

 

27,110

 

 

 

25,998

 

 

 

27,150

 

 

 

24,485

 

See notes to unaudited interim condensed consolidated financial statements included in the Quarterly Report.

PAR TECHNOLOGY CORPORATION

SUPPLEMENTAL INFORMATION

(unaudited)

The following table sets forth certain unaudited supplemental financial data for the seven trailing quarters indicated (in thousands):

Segment Revenue by Product Line:

 

2022

 

2021

 

Q3

 

Q2

 

Q1

 

Q4

 

Q3

 

Q2

 

Q1

Restaurant/Retail

 

 

 

 

 

 

 

 

 

 

 

 

 

Hardware

$

30,796

 

$

27,771

 

$

24,653

 

$

31,207

 

$

29,669

 

$

23,355

 

$

17,835

Software

 

22,438

 

 

20,629

 

 

19,347

 

 

17,710

 

 

17,168

 

 

15,100

 

 

7,876

Services

 

15,119

 

 

15,771

 

 

14,846

 

 

13,905

 

 

12,984

 

 

12,669

 

 

10,873

Total Restaurant/Retail

$

68,353

 

$

64,171

 

$

58,846

 

$

62,822

 

$

59,821

 

$

51,124

 

$

36,584

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government

 

 

 

 

 

 

 

 

 

 

 

 

 

Intelligence, Surveillance, and Reconnaissance

$

14,710

 

$

11,747

 

$

12,290

 

$

9,861

 

$

9,619

 

$

9,284

 

$

9,547

Mission Systems

 

8,982

 

 

8,883

 

 

8,915

 

 

8,482

 

 

8,237

 

 

8,338

 

 

8,131

Product Services

 

181

 

 

292

 

 

234

 

 

434

 

 

183

 

 

204

 

 

205

Total Government

$

23,873

 

$

20,922

 

$

21,439

 

$

18,777

 

$

18,039

 

$

17,826

 

$

17,883

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

$

92,226

 

$

85,093

 

$

80,285

 

$

81,599

 

$

77,860

 

$

68,950

 

$

54,467

About Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. However, the non-GAAP financial measures set forth in the reconciliation tables below, are provided because management uses these non-GAAP financial measures in evaluating the results of the Company’s continuing operations and believes this information provides investors supplemental insight into underlying business trends and operating results. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. In addition, these non-GAAP financial measures should be read in conjunction with the Company’s unaudited interim condensed consolidated financial statements prepared in accordance with GAAP.

Within this press release, the Company makes reference to EBITDA, adjusted EBITDA, adjusted net loss, and adjusted diluted net loss per share which are non-GAAP financial measures. EBITDA represents net loss before income taxes, interest expense and depreciation and amortization. Adjusted EBITDA represents EBITDA as adjusted to exclude certain non-cash and non-recurring charges, including stock-based compensation, acquisition expenses, certain pending litigation expenses and other non-recurring charges that may not be indicative of our financial performance; and adjusted net loss/adjusted diluted net loss per share represents the exclusion of amortization of acquired intangible assets, certain non-cash and non-recurring charges, including stock-based compensation, acquisition expense, certain pending litigation expenses and other non-recurring charges that may not be indicative of our financial performance.

The Company is presenting adjusted EBITDA and adjusted net loss because we believe that these financial measures provide a more meaningful comparison than EBITDA and net loss of the Company’s core business operating results and those of other similar companies. Management believes that adjusted EBITDA and adjusted net loss, when viewed with the Company’s results of operations in accordance with GAAP and the reconciliations to GAAP in the tables below, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of the Company’s core business without regard to potential distortions. Management believes that adjusted EBITDA permits investors to gain an understanding of the factors and trends affecting its ongoing cash earnings, from which capital investments are made and debt is serviced.

The Company’s results of operations are impacted by certain non-cash and non-recurring charges, including stock-based compensation, acquisition related expenditures, and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its net loss and diluted loss per share to remove non-recurring charges provides a useful perspective with respect to the Company’s operating results and provides supplemental information to both management and investors by removing items that are difficult to predict and are often unanticipated.

However, EBITDA, adjusted EBITDA, adjusted net loss, and adjusted diluted net loss per share are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) or cash flow from operating activities as indicators of operating performance or liquidity. Also, these measures may not be comparable to similarly titled captions of other companies. The tables below provide reconciliations between net loss and EBITDA, adjusted EBITDA and adjusted net loss, as well as diluted loss per share and adjusted diluted loss per share.

The following tables set forth certain unaudited supplemental financial and other data for the periods indicated (in thousands, except per share and footnote amounts):

 

Three Months Ended

September 30,

 

 

2022

 

 

 

2021

 

Reconciliation of EBITDA and Adjusted EBITDA

 

 

 

Net loss

$

(21,340

)

 

$

(31,933

)

Provision for (benefit from) income taxes

 

578

 

 

 

(37

)

Interest expense

 

2,140

 

 

 

5,406

 

Depreciation and amortization

 

6,441

 

 

 

6,199

 

EBITDA

$

(12,181

)

 

$

(20,365

)

Stock-based compensation expense (1)

 

3,490

 

 

 

3,785

 

Regulatory matter (2)

 

415

 

 

 

 

Acquisition and integration costs (3)

 

134

 

 

 

138

 

Loss on extinguishment of debt (4)

 

 

 

 

11,916

 

Other expense – net (5)

 

179

 

 

 

539

 

Adjusted EBITDA

$

(7,963

)

 

$

(3,987

)

1

 

Adjustments reflect stock-based compensation expense included within selling, general, and administrative expenses and cost of contracts of $3.5 million and $3.8 million for the three months ended September 30, 2022 and 2021, respectively.

2

 

Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter of $0.4 million for the three months ended September 30, 2022.

3

 

Adjustment reflects the expenses incurred in the acquisition of MENU Technologies AG (“MENU”) of $0.1 million for the three months ended September 30, 2022, and the acquisition of Punchh, Inc. (“Punchh”) of $0.1 million for the three months ended September 30, 2021.

4

 

Adjustment reflects the $11.9 million loss on extinguishment of debt related to the repayment of the senior secured term loan under the credit agreement we entered into with Owl Rock First Lien Master Fund, L.P. (the “Owl Rock Term Loan”) during the three months ended September 30, 2021.

5

 

Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

 

Three Months Ended September 30,

 

2022

 

2021

Reconciliation of Adjusted Net Loss/Adjusted Diluted Loss per Share:

 

 

 

 

 

 

 

Net loss/diluted loss per share

$

(21,340

)

 

$

(0.79

)

 

$

(31,933

)

 

$

(1.23

)

Provision for income taxes (1)

 

 

 

 

 

 

 

(162

)

 

 

(0.01

)

Non-cash interest expense (2)

 

504

 

 

 

0.02

 

 

 

2,118

 

 

 

0.08

 

Acquired intangible assets amortization (3)

 

4,712

 

 

 

0.17

 

 

 

4,279

 

 

 

0.16

 

Stock-based compensation expense (4)

 

3,490

 

 

 

0.13

 

 

 

3,785

 

 

 

0.15

 

Regulatory matter (5)

 

415

 

 

 

0.02

 

 

 

 

 

 

 

Acquisition and integration costs (6)

 

134

 

 

 

 

 

 

138

 

 

 

0.01

 

Loss on extinguishment of debt (7)

 

 

 

 

 

 

 

11,916

 

 

 

0.46

 

Other expense – net (8)

 

179

 

 

 

0.01

 

 

 

539

 

 

 

0.02

 

Adjusted net loss/adjusted diluted loss per share

$

(11,906

)

 

$

(0.44

)

 

$

(9,320

)

 

$

(0.36

)

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding

 

27,110

 

 

 

 

 

25,998

 

 

 

1

 

Adjustment reflects a partial release of the Company’s deferred taxed asset valuation allowance of $0.2 million related to the acquisition of Punchh for the three months ended September 30, 2021.

2

 

Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Company’s 4.500% Convertible Senior Notes due 2024, 2.875% Convertible Senior Notes due 2026 and 1.500% Convertible Senior Notes due 2027 (collectively, the “Notes”) of $0.5 million and $2.1 million for the three months ended September 30, 2022 and 2021, respectively.

3

 

Adjustment amortization expense of acquired developed technology included within cost of sales of $4.3 million and $3.8 million for the three months ended September 30, 2022 and 2021, respectively; and amortization expense of acquired intangible assets of $0.4 million and $0.5 million for the three months ended September 30, 2022 and 2021, respectively.

4

 

Adjustments reflect stock-based compensation expense included within selling, general, and administrative expenses and cost of contracts of $3.5 million and $3.8 million for the three months ended September 30, 2022 and 2021, respectively.

5

 

Adjustment reflects a non-recurring expense accrued related to our efforts to resolve a regulatory matter of $0.4 million for the three months ended September 30, 2022.

6

 

Adjustment reflects the expenses incurred in the acquisition of MENU of $0.1 million for the three months ended September 30, 2022, and the acquisition of Punchh of $0.1 million for the three months ended September 30, 2021.

7

 

Adjustment reflects the $11.9 million loss on extinguishment of debt related to the repayment of the Owl Rock Term Loan during the three months ended September 30, 2021.

8

 

Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

 

Nine Months

Ended September 30,

(in thousands)

 

2022

 

 

 

2021

 

Reconciliation of EBITDA and Adjusted EBITDA:

 

 

 

Net loss

$

(55,838

)

 

$

(50,160

)

Provision for (benefit from) income taxes

 

629

 

 

 

(12,295

)

Interest expense

 

7,054

 

 

 

12,503

 

Depreciation and amortization

 

19,593

 

 

 

15,069

 

EBITDA

$

(28,562

)

 

$

(34,883

)

Stock-based compensation expense (1)

 

10,257

 

 

 

9,356

 

Regulatory matter (2)

 

415

 

 

 

50

 

Litigation expense (3)

 

 

 

 

600

 

Acquisition and integration costs (4)

 

1,085

 

 

 

3,526

 

Gain on insurance proceeds (5)

 

 

 

 

(4,400

)

Loss on extinguishment of debt (6)

 

 

 

 

11,916

 

Other expense – net (7)

 

804

 

 

 

931

 

Adjusted EBITDA

$

(16,001

)

 

$

(12,904

)

1

 

Adjustment reflects stock-based compensation expense included within selling, general and administrative expenses and cost of contracts of $10.3 million and $9.4 million for the nine months ended September 30, 2022 and 2021, respectively.

2

 

Adjustment reflects non-recurring expenses related to our efforts to resolve regulatory matters of $0.4 million and $0.05 million for the nine months ended September 30, 2022 and 2021, respectively.

3

 

Adjustment reflects the expenses accrued for a legal matter of $0.6 million for the nine months ended September 30, 2021.

4

 

Adjustment reflects the expenses incurred in the acquisition of MENU of $1.1 million for the nine months ended September 30, 2022, and the acquisition of Punchh of $3.5 million for the nine months ended September 30, 2021.

5

 

Adjustment reflects a gain from insurance proceeds stemming from a legacy claim of $4.4 million for the nine months ended September 30, 2021

6

 

Adjustment reflects loss on extinguishment of debt of $11.9 million related to the repayment of the Owl Rock Term Loan for the nine months ended September 31, 2021

7

 

Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

 

Nine Months Ended September 30,

 

2022

 

2021

Reconciliation of adjusted net loss/diluted loss per share:

 

 

 

 

 

 

 

Net loss/diluted loss per share

$

(55,838

)

 

$

(2.06

)

 

$

(50,160

)

 

$

(2.05

)

Provision for income taxes (1)

 

 

 

 

 

 

 

(12,522

)

 

 

(0.51

)

Non-cash interest expense (2)

 

1,484

 

 

 

0.05

 

 

 

5,035

 

 

 

0.21

 

Acquired intangible assets amortization (3)

 

12,941

 

 

 

0.48

 

 

 

9,630

 

 

 

0.39

 

Stock-based compensation expense (4)

 

10,257

 

 

 

0.38

 

 

 

9,356

 

 

 

0.38

 

Regulatory matter (5)

 

415

 

 

 

0.02

 

 

 

50

 

 

 

 

Litigation expense (6)

 

 

 

 

 

 

 

600

 

 

 

0.02

 

Acquisition and integration costs (7)

 

1,085

 

 

 

0.04

 

 

 

3,526

 

 

 

0.14

 

Gain on insurance proceeds (8)

 

 

 

 

 

 

 

(4,400

)

 

 

(0.18

)

Loss on extinguishment of debt (9)

 

 

 

 

 

11,916

 

 

 

0.49

 

Other expense – net (10)

 

804

 

 

 

0.03

 

 

 

931

 

 

 

0.05

 

Adjusted net loss/adjusted diluted loss per share

$

(28,852

)

 

$

(1.06

)

 

$

(26,038

)

 

$

(1.06

)

 

 

 

 

 

 

 

 

Adjusted weighted average common shares outstanding

 

27,150

 

 

 

 

 

24,485

 

 

 

1

 

Adjustment reflects a partial release of the Company’s deferred taxed asset valuation allowance of $12.5 million related to the Company’s acquisition of Punchh for the nine months ended September 30, 2021.

2

 

Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Notes of $1.5 million and $5.0 million for the nine months ended September 30, 2022 and 2021, respectively.

3

 

Adjustment amortization expense of acquired developed technology included within cost of sales of $11.5 million and $8.3 million for the nine months ended September 30, 2022 and 2021, respectively; and amortization expense of acquired intangible assets of $1.4 million and $1.3 million for the nine months ended September 30, 2022 and 2021, respectively.

4

 

Adjustment reflects stock-based compensation expense included within selling, general and administrative expenses and cost of contracts of $10.3 million and $9.4 million for the nine months ended September 30, 2022 and 2021, respectively.

5

 

Adjustment reflects non-recurring expenses related to our efforts to resolve regulatory matters of $0.4 million and $0.05 million for the nine months ended September 30, 2022 and 2021, respectively.

6

 

Adjustment reflects the expenses accrued for a legal matter of $0.6 million for the nine months ended September 30, 2021.

7

 

Adjustment reflects the expenses incurred in the acquisition of MENU of $1.1 million for the nine months ended September 30, 2022, and the acquisition of Punchh of $3.5 million for the nine months ended September 30, 2021.

8

 

Adjustment reflects the a gain from insurance proceeds stemming from a legacy claim of $4.4 million for the nine months ended September 30, 2021.

9

 

Adjustment reflects loss on extinguishment of debt of $11.9 million related to the repayment of the Owl Rock Term Loan for the nine months ended September 31, 2021

10

 

Adjustment reflects foreign currency transaction gains and losses, rental income and losses, and other non-recurring expenses recorded in other expense, net in the accompanying statements of operations.

 

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