Form 8-K PAR TECHNOLOGY CORP For: Mar 01
Exhibit 99.1
FOR RELEASE: CONTACT: | New Hartford, NY, March 1, 2022 Christopher R. Byrnes (315) 738-0600 ext. 6226 cbyrnes@partech.com, www.partech.com | |||||||
PAR TECHNOLOGY CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS
•Total revenues increase 39.4% year-over-year from Q4 '20
•Software Annual Recurring Revenues (ARR)(1) grew to $88.2 million - a 163.6% increase from $33.5 million reported in Q4 '20
New Hartford, NY- March 1, 2022 -- PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its financial results for its fourth quarter and for the year ended December 31, 2021.
Summary of Fiscal 2021 Fourth Quarter
•Revenues were reported at $81.6 million for the fourth quarter of 2021, a 39.4% or $23.1 million increase compared to $58.5 million for the same period in 2020. Punchh® contributed $9.4 million of revenue for the fourth quarter of 2021.
•Net loss for the fourth quarter of 2021 was $25.6 million, or $0.95 net loss per share, compared to a net loss of $13.0 million, or $0.60 net loss per share reported for the same period in 2020.
•EBITDA for the fourth quarter of 2021 was a loss of $10.8 million compared to a loss of $6.6 million for the same period in 2020.
•Adjusted EBITDA for the fourth quarter of 2021 was a loss of $4.9 million compared to Adjusted EBITDA loss of $8.6 million for the same period in 2020.
•Adjusted net loss for the fourth quarter of 2021 was $9.8 million, or $0.36 adjusted diluted net loss per share, compared to an adjusted net loss of $11.7 million, or $0.54 adjusted diluted net loss per share, for the same period in 2020.
Summary of Full Year Financial Results
•Revenues were reported at $282.9 million for the year ended December 31, 2021, an increase of 32.3% or $69.1 million when compared to $213.8 million for the same period in 2020. Punchh contributed $27.7 million of revenue in 2021.
•Net loss for the year ended December 31, 2021 was $75.8 million, or $3.02 net loss per share, compared to a net loss of $36.6 million, or $1.92 net loss per share reported for the same period in 2020.
•EBITDA for the year ended December 31, 2021 was a loss of $45.7 million compared to an EBITDA loss of $21.2 million for the same period in 2020.
•Adjusted EBITDA for the year ended December 31, 2021 was a loss of $17.8 million compared to an Adjusted EBITDA loss of $12.5 million for the same period in 2020.
•Adjusted net loss for the year ended December 31, 2021 was $35.8 million, or $1.43 adjusted diluted net loss per share, compared to an adjusted net loss of $22.2 million, or $1.17 adjusted diluted net loss per share, for the same period in 2020.
A reconciliation and description of non-GAAP financial measures to corresponding GAAP financial measures are included in the tables at the end of this press release.
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(1) See “Key Performance Indicators and Non-GAAP Financial Measures” below
PAR Technology CEO, Savneet Singh commented, “PAR finished 2021 on strong footing, delivering revenue growth of 39.4% and strong ARR growth. ARR at end of Q4 2021 was $88.2 million, a 163.6% increase from the $33.5 million ARR reported in the fourth quarter last year. Punchh delivered year-over-year ARR growth of 47% in the quarter and Brink POS reported ARR growth of 30% from Q4 2020. Our product revenue in the quarter grew by 48% from Q4 last year, once again demonstrating strong demand for PAR’s complete platform offering.”
Mr. Singh continued, “Our team is executing on our objective of growing our recurring revenue base through subscription services with our best-in-class cloud products. PAR's unified commerce cloud platform improves the restaurant experience for our enterprise clients and their customers. Our strong quarterly and year end results stem from continued strength in this platform strategy, as the world’s most innovative restaurant companies turn to PAR to help them accelerate their digital initiatives."
Highlights of Brink POS – Fourth Quarter 2021:
•Brink POS ARR at end of Q4 '21 totaled $32.1 million
•New store Activations in Q4 '21 totaled 1,075 sites
•Brink POS Bookings in Q4 '21 totaled 1,162 sites
•Brink POS open orders (backlog) totaled 1,885 sites at end of Q4 '21
•Active Sites for Brink POS as of December 31, 2021 totaled 15,897 restaurants
Highlights of Punchh – Fourth Quarter 2021:
•Punchh ARR at end of Q4 '21 totaled $46.7 million
•New store Activations in Q4 '21 totaled 3,236 sites
•Active Sites for Punchh as of December 31, 2021 totaled 56,096 restaurants
Total Contracted ARR at end of Q4 '21 totaled more than $111 million
Conference Call.
There will be a conference call at 4:30 p.m. (Eastern) on March 1, 2022, during which the Company’s management will discuss the financial results for the fourth quarter and year ended December 31, 2021. To participate in the call, please call 844-419-5412, approximately 10 minutes in advance. No passcode is required to participate in the live call or to listen to the replay version. Investors will have the opportunity to listen to the conference call/event over the internet by visiting the Company’s website at https://www.partech.com/about-us/investor-relations/. Alternatively, listeners may access an archived version of the presentation call after 7:30 p.m. on March 1, 2022 through March 8, 2022 by dialing 855-859-2056 and using conference ID 3684043.
About PAR Technology Corporation.
For more than 40 years, PAR Technology Corporation’s (NYSE: 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 software, hardware and services. With the acquisition of Punchh Inc., a leading SaaS-based customer engagement and loyalty solutions provider, PAR has become a unified commerce cloud platform for enterprise restaurants. To learn more, visit www.partech.com or connect with us on LinkedIn, Twitter, Facebook, and Instagram.
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; certain key operating data and non-GAAP financial measures have been provided 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 presentation is as of December 31, 2021.
As used in this press release,
“Annual 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.
“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 take 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.
“Contracted ARR”, or “CARR” is ARR that includes signed/booked sites that have yet to be activated.
Trademarks.
“PARTM,” “Brink POS®,” “Punchh®,” “Data Central®,” “Restaurant Magic®,” “PAR PhaseTM,” “PixelPoint®” 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 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 COVID-19 pandemic and the actions taken by governmental authorities, businesses and individuals in response, macroeconomic trends and geopolitical events (including, presently, the conflict in Ukraine), the competitive marketplace for talent and its impact on employee recruitment and retention, supply shortages and/or disruptions in product manufacturing and distribution channels, and the other factors 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.
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PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
| Assets | December 31, 2021 | December 31, 2020 | |||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 188,419 | $ | 180,686 | |||||||
| Accounts receivable – net | 49,978 | 42,980 | |||||||||
| Inventories – net | 35,078 | 21,638 | |||||||||
| Other current assets | 9,532 | 3,625 | |||||||||
| Total current assets | 283,007 | 248,929 | |||||||||
| Property, plant and equipment – net | 13,709 | 13,856 | |||||||||
| Goodwill | 457,306 | 41,214 | |||||||||
| Intangible assets – net | 118,763 | 33,121 | |||||||||
| Lease right-of-use assets | 4,348 | 2,569 | |||||||||
| Other assets | 11,016 | 4,060 | |||||||||
| Total Assets | $ | 888,149 | $ | 343,749 | |||||||
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 705 | $ | 666 | |||||||
| Accounts payable | 20,845 | 12,791 | |||||||||
| Accrued salaries and benefits | 17,265 | 13,190 | |||||||||
| Accrued expenses | 5,042 | 2,606 | |||||||||
| Lease liabilities – current portion | 2,266 | 1,200 | |||||||||
| Customer deposits and deferred service revenue | 14,394 | 9,506 | |||||||||
| Total current liabilities | 60,517 | 39,959 | |||||||||
| Lease liabilities – net of current portion | 2,440 | 1,462 | |||||||||
| Deferred revenue – noncurrent | 7,597 | 3,082 | |||||||||
| Long-term debt | 305,845 | 105,844 | |||||||||
| Other long-term liabilities | 7,405 | 4,997 | |||||||||
| Total liabilities | 383,804 | 155,344 | |||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ Equity: | |||||||||||
| Total shareholders’ equity | 504,345 | 188,405 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 888,149 | $ | 343,749 | |||||||
PAR TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Product | $ | 32,228 | $ | 21,791 | $ | 105,014 | $ | 73,228 | |||||||||||||||
| Service | 30,594 | 18,332 | 105,337 | 69,284 | |||||||||||||||||||
| Contract | 18,777 | 18,393 | 72,525 | 71,274 | |||||||||||||||||||
| Total revenues, net | 81,599 | 58,516 | 282,876 | 213,786 | |||||||||||||||||||
| Costs of sales: | |||||||||||||||||||||||
| Product | 24,683 | 18,005 | 80,841 | 58,887 | |||||||||||||||||||
| Service | 20,799 | 16,123 | 73,226 | 49,933 | |||||||||||||||||||
| Contract | 17,513 | 16,860 | 66,688 | 65,641 | |||||||||||||||||||
| Total cost of sales | 62,995 | 50,988 | 220,755 | 174,461 | |||||||||||||||||||
| Gross margin | 18,604 | 7,528 | 62,121 | 39,325 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 24,853 | 14,208 | 83,998 | 46,196 | |||||||||||||||||||
| Research and development | 10,005 | 5,639 | 34,579 | 19,252 | |||||||||||||||||||
| Amortization of identifiable intangible assets | 522 | 486 | 1,825 | 1,163 | |||||||||||||||||||
| Adjustment to contingent consideration liability | — | (1,030) | — | (3,340) | |||||||||||||||||||
| Gain on insurance proceeds | — | — | (4,400) | — | |||||||||||||||||||
| Total operating expenses | 35,380 | 19,303 | 116,002 | 63,271 | |||||||||||||||||||
| Operating loss | (16,776) | (11,775) | (53,881) | (23,946) | |||||||||||||||||||
| Other income (expense), net | (348) | 2,058 | (1,279) | 808 | |||||||||||||||||||
| Loss on extinguishment debt | — | — | (11,916) | (8,123) | |||||||||||||||||||
| Interest expense, net | (5,644) | (1,969) | (18,147) | (8,287) | |||||||||||||||||||
| Loss before benefit from income taxes | (22,768) | (11,686) | (85,223) | (39,548) | |||||||||||||||||||
| Benefit from (provision for) income taxes | (2,871) | (1,279) | 9,424 | 2,986 | |||||||||||||||||||
| Net loss | $ | (25,639) | $ | (12,965) | $ | (75,799) | $ | (36,562) | |||||||||||||||
| Earnings per share (basic and diluted) | $ | (0.95) | $ | (0.60) | $ | (3.02) | $ | (1.92) | |||||||||||||||
| Weighted average shares outstanding (basic and diluted) | 26,878 | 21,610 | 25,088 | 19,014 | |||||||||||||||||||
PAR TECHNOLOGY CORPORATION
SUPPLEMENTAL INFORMATION
(Unaudited)
The following table sets forth certain unaudited supplemental financial data for the eight trailing quarters indicated (in thousands):
Segment Revenue by Product Line
| 2021 | 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||||||||||||||||||||||||||
| Restaurant/Retail | |||||||||||||||||||||||||||||||||||||||||||||||
| Hardware | $ | 31,207 | $ | 29,669 | $ | 23,355 | $ | 17,835 | $ | 21,595 | $ | 20,168 | $ | 12,129 | $ | 18,137 | |||||||||||||||||||||||||||||||
| Software | 17,710 | 17,168 | 15,100 | 7,876 | 6,665 | 6,798 | 5,977 | 6,944 | |||||||||||||||||||||||||||||||||||||||
| Services | 13,905 | 12,984 | 12,669 | 10,873 | 11,863 | 10,381 | 9,527 | 12,328 | |||||||||||||||||||||||||||||||||||||||
| Total Restaurant/Retail | $ | 62,822 | $ | 59,821 | $ | 51,124 | $ | 36,584 | $ | 40,123 | $ | 37,347 | $ | 27,633 | $ | 37,409 | |||||||||||||||||||||||||||||||
| Government | |||||||||||||||||||||||||||||||||||||||||||||||
| Intelligence, Surveillance, and Reconnaissance | $ | 9,861 | $ | 9,619 | $ | 9,284 | $ | 9,547 | $ | 9,990 | $ | 8,943 | $ | 9,741 | $ | 8,772 | |||||||||||||||||||||||||||||||
| Mission Systems | 8,482 | 8,237 | 8,338 | 8,131 | 8,328 | 8,084 | 8,088 | 8,448 | |||||||||||||||||||||||||||||||||||||||
| Product Services | 434 | 183 | 204 | 205 | 75 | 473 | 229 | 103 | |||||||||||||||||||||||||||||||||||||||
| Total Government | $ | 18,777 | $ | 18,039 | $ | 17,826 | $ | 17,883 | $ | 18,393 | $ | 17,500 | $ | 18,058 | $ | 17,323 | |||||||||||||||||||||||||||||||
| Total Revenue | $ | 81,599 | $ | 77,860 | $ | 68,950 | $ | 54,467 | $ | 58,516 | $ | 54,847 | $ | 45,691 | $ | 54,732 | |||||||||||||||||||||||||||||||
About Non-GAAP Financial Measures
The Company reports its financial results in accordance with GAAP. However, non-GAAP adjusted financial measures, as 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 consolidated condensed 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 and adjusted net loss, net of tax, represent EBITDA as adjusted to exclude certain non-cash and non-recurring charges, including stock-based compensation, acquisition and integration expense, certain pending litigation expenses and other non-recurring charges that may not be indicative of the Company’s financial performance.
The Company is presenting adjusted EBITDA and adjusted net loss because we believe that they 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 accompanying reconciliations 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. Additionally, 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.
However, EBITDA, adjusted EBITDA and adjusted net loss are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income (loss) from operations 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.
The Company's results of operations are impacted by certain non-cash and non-recurring charges, including stock-based compensation, acquisition and divestiture related expenditures, expense related to the Company's efforts to resolve a regulatory matter and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its costs of sales, operating expenses, operating loss, 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.
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 December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Reconciliation of EBITDA and Adjusted EBITDA | |||||||||||
| Net loss | $ | (25,639) | $ | (12,965) | |||||||
| Benefit from income taxes | 2,871 | 1,279 | |||||||||
| Interest expense | 5,644 | 1,969 | |||||||||
| Depreciation and amortization | 6,352 | 3,151 | |||||||||
| EBITDA | $ | (10,772) | $ | (6,566) | |||||||
| Stock-based compensation expense (1) | 5,259 | 1,034 | |||||||||
| Contingent consideration (2) | — | (1,030) | |||||||||
| Pending litigation expense (3) | 190 | — | |||||||||
| Acquisition costs (4) | 86 | — | |||||||||
| Other expense – net (5) | 348 | (2,058) | |||||||||
| Adjusted EBITDA | $ | (4,889) | $ | (8,620) | |||||||
| 1 | Adjustments reflect stock-based compensation expense within selling, general and administrative expenses and cost of contracts of $5.3 million and $1.0 million for the three months ended December 31, 2021 and 2020, respectively. | ||||
| 2 | Adjustment reflects to change to the fair market value of the contingent consideration liability related to the related to the acquisition of AccSys, LLC (“Restaurant Magic”) in December 2019 (the “Restaurant Magic Acquisition”). | ||||
| 3 | Adjustment reflects the resolution of a pending legal matter of $0.2 million for the three months ended December 31, 2021. | ||||
| 4 | Adjustment reflects $0.1 million acquisition expenses incurred during the three months ended December 31, 2021 related to the April 8, 2021 merger transaction whereby Punchh Inc. became a wholly owned subsidiary (“Punchh Acquisition”). | ||||
| 5 | Adjustment reflects foreign currency transaction gains and losses and rental income and losses which are recorded in other expense, net in the accompanying statements of operations. | ||||
| Three Months Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Reconciliation of Adjusted Net Loss/Adjusted Diluted Loss per Share: | |||||||||||||||||||||||
| Net loss/diluted loss per share | $ | (25,639) | $ | (0.95) | $ | (12,965) | $ | (0.60) | |||||||||||||||
| Benefit from income taxes (1) | 2,105 | 0.08 | 1,143 | 0.05 | |||||||||||||||||||
| Non-cash interest expense (2) | 3,685 | 0.14 | 1,066 | 0.05 | |||||||||||||||||||
| Acquired intangible assets amortization (3) | 4,171 | 0.16 | 1,140 | 0.05 | |||||||||||||||||||
| Stock-based compensation expense (4) | 5,259 | 0.20 | 1,034 | 0.05 | |||||||||||||||||||
| Pending litigation expense (5) | 190 | 0.01 | — | — | |||||||||||||||||||
| Acquisition costs (6) | 86 | — | — | — | |||||||||||||||||||
| Contingent consideration (7) | — | — | (1,030) | (0.05) | |||||||||||||||||||
| Other expense – net (8) | 348 | 0.01 | (2,058) | (0.10) | |||||||||||||||||||
| Adjusted net loss/adjusted diluted loss per share | $ | (9,795) | $ | (0.36) | $ | (11,670) | $ | (0.54) | |||||||||||||||
| Weighted average common shares outstanding | 26,878 | 21,610 | |||||||||||||||||||||
| 1 | Adjustment reflects an adjustment of the Company's deferred taxed asset valuation allowance of $2.1 million primarily related to the Punchh Acquisition for the three months ended December 31, 2021; and a reduction to the benefit of income taxes of $1.1 million for the three months ended December 31, 2020 related to the issuance of the 2.875% Convertible Senior Notes due 2026 (the “2026 Notes”) and partial repurchase of the 4.500% Convertible Senior Notes due 2024 (the “2024 Notes”). The income tax effect of these adjustments were not tax-effected due to the valuation allowance on all of our net deferred tax assets. | ||||
| 2 | Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes, 2026 Notes, and the 1.500% Convertible Senior Notes due 2027 (the “2027 Notes”, and together with the 2024 Notes and the 2026 Notes, the “Senior Notes”) of $3.7 million and $1.1 million for the three months ended December 31, 2021 and 2020, respectively. | ||||
| 3 | Adjustment amortization expense of acquired developed technology within gross margin of $3.7 million and $0.9 million for the three months ended December 31, 2021 and 2020, respectively; and amortization expense of acquired intangible assets of $0.5 million and $0.3 million for the three months ended December 31, 2021 and 2020, respectively. | ||||
| 4 | Adjustments reflect stock-based compensation expense within selling, general and administrative expenses and cost of contracts of $5.3 million and $1.0 million for the three months ended December 31, 2021 and 2020, respectively. | ||||
| 5 | Adjustment reflects the resolution of a pending legal matter of $0.2 million for the three months ended December 31, 2021. | ||||
| 6 | Adjustment reflects $0.1 million acquisition expenses incurred during the three months ended December 31, 2021 related to the Punchh Acquisition. | ||||
| 7 | Adjustment reflects to change to the fair market value of the contingent consideration liability related to the Restaurant Magic Acquisition. | ||||
| 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. | ||||
| Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Reconciliation of EBITDA and adjusted EBITDA: | |||||||||||
| Net loss | $ | (75,799) | $ | (36,562) | |||||||
| Benefit from income taxes | (9,424) | (2,986) | |||||||||
| Interest expense | 18,147 | 8,287 | |||||||||
| Depreciation and amortization | 21,421 | 10,097 | |||||||||
| EBITDA | $ | (45,655) | $ | (21,164) | |||||||
| Stock-based compensation expense (1) | 14,615 | 4,251 | |||||||||
| Regulatory matter (2) | 50 | 126 | |||||||||
| Contingent Consideration (3) | — | (3,340) | |||||||||
| Litigation expense (4) | 790 | — | |||||||||
| Acquisition costs (5) | 3,612 | — | |||||||||
| Gain on insurance proceeds (6) | (4,400) | — | |||||||||
| Severance (7) | — | 359 | |||||||||
| Loss on extinguishment of debt (8) | 11,916 | 8,123 | |||||||||
| Other expense – net (9) | 1,279 | (808) | |||||||||
| Adjusted EBITDA | $ | (17,793) | $ | (12,453) | |||||||
| 1 | Adjustments reflect stock-based compensation expense within selling, general and administrative expenses and cost of contracts for the years ended December 31, 2021 and 2020 of $14.6 million and $4.3 million, respectively. | ||||
| 2 | Adjustment reflects the expenses related to our efforts to resolve a regulatory matter and other non-recurring charges of $0.1 million for both the years ended December 31, 2021 and 2020. | ||||
| 3 | Adjustment reflects the change to the fair market value of the contingent consideration liability related to the Restaurant Magic Acquisition. | ||||
| 4 | Adjustment reflects expenses accrued for a legal matter of $0.8 million for the year ended December 31, 2021 | ||||
| 5 | Adjustment reflects the expenses incurred in the Punchh Acquisition of $3.6 million for the year ended December 31, 2021. | ||||
| 6 | Adjustment represents the gain on insurance stemming from a legacy claim of $4.4 million for the year ended December 31, 2021. | ||||
| 7 | Adjustment reflects the severance included in gross margin, selling, general and administrative expense and research and development expense of $0.4 million for the year ended December 31, 2020. | ||||
| 8 | Adjustment reflects loss on extinguishment of debt of $11.9 million related to the settlement of debt for the year ended December 31, 2021, and $8.1 million to the repurchase of approximately $66.3 million of the 2024 Notes for the year ended December 31, 2020. | ||||
| 9 | 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. | ||||
| Year Ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Reconciliation of adjusted net loss/diluted loss per share: | |||||||||||||||||||||||
| Net loss / diluted earnings per share | $ | (75,799) | $ | (3.02) | $ | (36,562) | $ | (1.92) | |||||||||||||||
| Benefit from income taxes (1) | (10,417) | (0.42) | (3,265) | (0.17) | |||||||||||||||||||
| Non-cash interest expense (2) | 8,727 | 0.35 | 4,355 | 0.23 | |||||||||||||||||||
| Acquired intangible assets amortization (3) | 13,802 | 0.55 | 4,558 | 0.24 | |||||||||||||||||||
| Stock-based compensation expense (4) | 14,615 | 0.58 | 4,251 | 0.22 | |||||||||||||||||||
| Regulatory matter (5) | 50 | — | 126 | 0.01 | |||||||||||||||||||
| Contingent Consideration (6) | — | — | (3,340) | (0.18) | |||||||||||||||||||
| Pending litigation expense (7) | 790 | 0.03 | — | — | |||||||||||||||||||
| Acquisition costs (8) | 3,612 | 0.14 | — | — | |||||||||||||||||||
| Gain on insurance proceeds (9) | (4,400) | (0.18) | — | — | |||||||||||||||||||
| Severance (10) | — | — | 359 | 0.02 | |||||||||||||||||||
| Loss on extinguishment of debt (11) | 11,916 | 0.47 | 8,123 | 0.43 | |||||||||||||||||||
| Other expense – net (12) | 1,279 | 0.05 | (808) | (0.04) | |||||||||||||||||||
| Adjusted net loss/diluted loss per share | $ | (35,825) | $ | (1.43) | $ | (22,203) | $ | (1.17) | |||||||||||||||
| Weighted average common shares outstanding | 25,088 | 19,014 | |||||||||||||||||||||
| 1 | Adjustment reflects a partial release of our deferred tax asset valuation allowance of $10.4 million related to the Punchh Acquisition; and a reduction to the benefit of income taxes of $3.3 million for the year ended December 31, 2020 related to the issuance of the 2.875% Convertible Senior Notes due 2026 and partial repurchase of the 4.500% Convertible Senior Notes due 2024. The income tax effect of the below adjustments were not tax-effected due to the valuation allowance on all of our net deferred tax assets. | ||||
| 2 | Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Senior Notes and the Owl Rock Term Loan of 8,727 and $3.2 million for the years ended December 31, 2021 and 2020. | ||||
| 3 | Adjustment amortization expense of acquired developed technology within gross margin of $12.0 million and $3.5 million for the years ended December 31, 2021 and 2020, respectively; and amortization expense of acquired intangible assets of $1.8 million and $1.1 million for the years ended December 31, 2021 and 2020, respectively. | ||||
| 4 | Adjustments reflect stock-based compensation expense within selling, general and administrative expenses and cost of contracts for the years ended December 31, 2021 and 2020 of $14.6 million and $4.3 million, respectively. | ||||
| 5 | Adjustment reflects the expenses related to our efforts to resolve a regulatory matter and other non-recurring charges of $0.1 million for both the years ended December 31, 2021 and 2020. | ||||
| 6 | Adjustment reflects the change to the fair market value of the contingent consideration liability related to the Restaurant Magic Acquisition. | ||||
| 7 | Adjustment reflects expenses accrued for a legal matter of $0.8 million for the year ended December 31, 2021 | ||||
| 8 | Adjustment reflects the expenses incurred in the Punchh Acquisition of $3.6 million for the year ended December 31, 2021. | ||||
| 9 | Adjustment represents the gain on insurance stemming from a legacy claim of $4.4 million for the year ended December 31, 2021. | ||||
| 10 | Adjustment reflects the severance included in gross margin, selling, general and administrative expense and research and development expense of $0.4 million and $0.5 million for the years ended December 31, 2020 and December 31, 2019, respectively. | ||||
| 11 | Adjustment reflects loss on extinguishment of debt of $11.9 million related to the settlement of debt for the year ended December 31, 2021, and $8.1 million to the repurchase of approximately $66.3 million of the 2024 Notes for the year ended December 31, 2020. | ||||
| 12 | 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. | ||||
Q4 ‘21 Earnings Presentation March 1, 2022 NYSE: PAR
Forward-Looking Statements. This presentation 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 presentation on our business, financial condition, and results of operations. Factors that could cause our actual results to differ materially from those expressed in or implied by forward- looking statements contained in this presentation, include the COVID-19 pandemic and the actions taken by governmental authorities, businesses and individuals in response, macroeconomic trends and geopolitical events, (including, presently, the conflict in Ukraine), the competitive marketplace for talent and its impact on employee recruitment and retention, supply shortages and/or disruptions in product manufacturing and distribution channels, and the other factors discussed in our filings with the Securities and Exchange Commission. Industry and Market Data. Market, industry, and other data included in this presentation are from or based on our own internal good faith estimates and research, and on publicly available publications, research, surveys and studies conducted by third parties, which we believe are reliable, but have not independently verified. Similarly, while we believe our internal estimates and research are reliable, we have not independently verified our internal estimates or research. While we are not aware of any misstatements regarding any market, industry, or other data used by us or expressed in this presentation, such information, because it has not been verified or, by its nature - market surveys, estimates, projections or similar data, is inherently subject to uncertainties, and actual results may differ materially from the assumptions and circumstances reflected in this information. Key Performance Indicators and Non-GAAP Financial Measures.(1) We monitor certain operating data and non-GAAP financial measures in the evaluation and management of our business; certain key operating data and non-GAAP financial measures have been provided 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 presentation, the most directly comparable GAAP financial measures and a detailed reconciliation between GAAP and non-GAAP financial measures is included in the Appendix to this presentation. Unless otherwise indicated, financial and operating data included in this presentation is as of December 31, 2021. Trademarks. “PAR™,” “Brink POS®,” “Punchh®,” “Data Central®” and “Restaurant Magic®,” are trademarks of PAR Technology Corporation. This presentation may contain trade names and trademarks of other companies. Our reference to such other companies is not intended to imply any endorsement or sponsorship by these companies of PAR Technology Corporation or its products or services. 2 (1) See Appendix for non-GAAP reconciliation and certain definitions.
Q4 Financials • Q4 Revenue Reported-- $81.6 million • 39% Increase from Q4 ‘2020 3 Increase (decrease) in thousands 2021 2020 2021 2020 2021 vs 2020 Revenues, net: Product 32,228 21,791 39.5% 37.2% 47.9% Service 30,594 18,332 37.5% 31.3% 66.9% Contract 18,777 18,393 23.0% 31.4% 2.1% Total revenues net 81,599$ 58,516$ 100.0% 100.0% 39.4% Total gross margin 18,604 7,528 22.8% 12.9% 147.1% Operating expenses SG&A 24,853 14,208 30.5% 24.3% 74.9% R&D 10,005 5,639 12.3% 9.6% 77.4% Amort of identifiable intangible assets 522 486 0.6% 0.8% 7.4% Adj to contingent liability - (1,030) 0.0% -1.8% -100.0% Total operating expenses 35,380 19,303 43.4% 33.0% 83.3% Other income (expense), net (348) 2,058 -0.4% 3.5% -116.9% Interest income (expense), net (5,644) (1,969) -6.9% -3.4% 186.6% Loss before benefit from income taxes (22,768) (11,686) -27.9% -20.0% 94.8% Benefit from (provision for) income taxes (2,871) (1,279) -3.5% -2.2% 124.5% Net loss (25,639)$ (12,965)$ -31.4% -22.2% 97.8% Non-Gaap adjustments 15,844$ (1,295)$ Adjusted net loss (9,795)$ (11,670)$ Adjusted diluted loss per share (0.36)$ (0.54)$ Adjusted weighted average shares 26,878 21,610 Three Months Ended December 31 Percentage of total revenue
Live ARR 4 3 4 3 5 7 7 8 3 8 8 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 ARR (U$D ‘000,000) Total ARR grew 164% YoY from Q4 ’20 (aided by the Punchh Acquisition) • Punchh ARR increased 47% from Q4 last year • Brink POS ARR increased 30% from Q4 last year • Data Central increased 7% from Q4 last year • Contracted ARR now totals $111M+ at end of Q4 2021 (1) ARR includes Data Central® (acquired late 2019 but ARR inclusion started in early 2020 for graph) and Punchh® (acquired in April 2021)
Live ARR(1) 1 4 1 9 3 4 8 8 2018 2019 2020 2021 ARR (1) (U$D ‘000,000) (1) ARR includes Data Central® (acquired December 2019 but ARR inclusion started in early 2020 for graph) and Punchh® (acquired in April 2021). CAGR ~85%
Adjusted Subscription Gross Margin(1) Expanding (1) Subscription Margins were $6.4M in 2018, $10.5M 2019, $15M in 2020, and $53.7M Q4 2021 annualized. (2) PAR’s gross margin of subscription service revenue excluding amortization of acquired and internally developed technology. See Appendix for non-GAAP reconciliation. (3) 2020 Gross Margin impacted due to one-time COVID waiver and Cost of Goods Sold (COGS). Adjusted Subscr ipt ion Gross Margins (1)(2) (%) 4 4 % 5 7 % 5 3 % 7 0 % 2018 2019 2020 Q4'21 (3)
Brink POS ARR 7 2 5 2 6 2 8 3 0 3 2 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 ARR (U$D ‘000,000) • Brink POS ARR increased 30% from Q4 2020 • Contracted ARR is $35M at end of Q4 2021 • Consistently low Churn ~ 3% annualized in Q4 2021
Brink POS Site Count 8 11.7 12.1 13.2 14.9 15.8 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Site Count ( locat ions ‘000) • 35% increase of Active Sites from Q4 2020 • Activations in Q4 2021 – 1,075 • Active Sites now total ~ 15,800 • Q4 2021 Bookings # 1,162 stores
Punchh ARR 9 32 36 40 44 47 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 ARR (U$D ‘000,000) • Punchh ARR increased 47% from Q4 2020 • Contracted ARR is $65.8M at end of Q4 2021
Punchh Live Site Count 10 41 46 48 53 56 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Site Count ( locat ions ‘000) • 36% increase of Active Sites from Q4 2020 • 3,200+ stores went live in Q4 2021
Restaurant Segment Product Revenue 11 22 19 24 30 32 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 product revenue (U$D ‘000,000) • Product revenue increased 48% from Q4 ‘20 • Proving Value of Complete Tech Stack • Difficult/Challenging Supply Chain Environment
Appendix
Subscription Gross Profit GAAP to Non-GAAP Reconciliation $M 12 Months Ended Dec-2018 Dec-2019 Dec-2020 Q4 ’21 Annualized Total Restaurant / Retail Revenue $134 $123 $143 $251 Non-Subscription Service Revenue (119) (105) (114) (174) Subscription Service Revenue $15 $18 $28 $77 Total COGS $103 $91 $109 $181 Non-Subscription COGS (91) (78) (89) (139) Less Amortization from Acquired and Internally Developed Technology (3) (4) (6) (19) Non-GAAP Adj. Subscription COGS $8 $8 $13 $23 Non-GAAP Adj. Subscription Gross Margin $6 $10 $15 $54 Note: Unaudited. Numbers may not tie due to rounding. (1) Q4’21 financial information is annualized based on actuals. (1)
Investment Thesis 1. Foodservice market ready for disruption • Large TAM in restaurants with ~1m locations in the US spending 2-3% of total revenue on technology1 • The industry shift to cloud technology has led to an explosion in new technology from Voice AI to marketing technology 2. Meeting market need with Unified Commerce Cloud Platform • Today technology is driving a wedge between restaurants and their guests • Brands are shifting to well integrated vendors and more targeted guest interactions • There is an opportunity to create a platform with unified data source that enables restaurants to have 1:1 relationship with their guests 3. ARR at scale with strong SaaS metrics • Through both organic and inorganic strategies, Live ARR has reached $88.2M with significant opportunity to expand within existing customers and win new business. Contracted ARR is now more than $111M 1) Source: Technomic14
15 Appendix A – Key Performance Metrics • “Annual Recurring Revenue” or “ARR”, is the annualized revenue from Software a s Service (“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. • “Contracted ARR” is ARR that also includes signed/booked sites that have yet to be activated. • “Bookings” 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. • “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 begins before activation takes place. • “Active Sites” represent locations active on PAR’s SaaS software as of the last day of the respective fiscal period. • “Churn” reflects the negative change in site count of PAR customers, for a specific period. • “Subscription Service Revenue” represents revenue from SaaS, related revenue of our software products, and recurring payment processing services revenue net of expenses. • “Adjusted Subscription Gross Margin” PAR’s gross margin of subscription service revenue excluding amortization of acquired and internally developed technology.
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